EXHIBIT 4.5


 





FORM OF WARRANT AGENCY AGREEMENT


 


WARRANT AGENCY
AGREEMENT, dated as of [ ], 2022 (“Agreement”) between Innovation Beverage Group Limited, an Australian
public limited company (the “Company”), and V-Stock Transfer, LLC, a New York limited liability company (the
“Warrant Agent”).


 


WITNESSETH


 


WHEREAS, pursuant
to the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated [ ], 2022, by and among
the Company and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters set forth therein (the
“Representative”), the Company is engaged in a public offering (the “Offering”) of [ ] units
(each a “Unit” and collectively, the ‘Units”) with each Unit consisting of [ ] Ordinary Share, no
par value (the “Ordinary Shares”) of the Company (each, a “Share” and collectively, the “Shares”),
and [ ] tradeable warrant (each, a “Warrant” and collectively, the “Warrants”) to purchase
[ ] share of Ordinary Shares (each, a “Warrant Share” and collectively, the “Warrant Shares”),
including up to [ ] Shares and Warrants to purchase up to [ ] Warrant Shares issuable pursuant to the underwriters’ over-allotment
option;


 


WHEREAS, the
Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on
Form F-1 (File No. 333-266965) (as the same may be amended from time to time, the “Registration Statement”),
for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of Units, the Shares,
the Warrants, and the Warrant Shares, and such Registration Statement was declared effective by the Commission on [ ], 2022;


 


WHEREAS, the
Company wishes to issue the Warrants in book entry form to the respective holders of the Warrants (the “Holders,”
which term shall include a Holder’s transferees, successors and assigns and “Holder” shall include, if the Warrants
are held in “street name,” a Participant (as defined below) or a designee appointed by such Participant); and


 


WHEREAS, the
Shares and Warrants issued in connection with the Offering shall be immediately separable and will be issued separately, but will
be purchased together in the Offering; and


 


WHEREAS, the
Company wishes the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with
the issuance, registration, transfer, exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s capacity
as the Company’s transfer agent, the delivery of the Warrant Shares.


 


NOW, THEREFORE,
in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section 1. Certain
Definitions. For purposes of this Agreement, all capitalized terms not herein defined shall have the meanings hereby indicated:


 


(a) “Affiliate” means
any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


(b) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are
authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be
authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non- essential
employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of
any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks
in the City of New York generally are open for use by customers on such day.


 


(c) “Close
of Business” on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date
is not a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.


 






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(d) “Commission”
means the United States Securities and Exchange Commission.


 


(e) “Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


(f) “Warrant
Certificate” means a certificate in substantially the form attached as Exhibit 1 hereto, representing
such number of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in
this Agreement shall include delivery of a Definitive Certificate or a Global Warrant (each as defined below).


 


All other capitalized
terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.


 


Section 2. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the terms
and conditions hereof, and the Warrant Agent hereby accepts such appointment.


 


Section 3. Global
Warrants.


 


(a) The Warrants
shall be registered securities and shall be evidenced by a global warrant (the “Global Warrants”), in the form
of the Warrant Certificate, which shall be deposited with the Warrant Agent and registered in the name of Cede & Co., a nominee
of The Depository Trust Company (the “Depositary”), or as otherwise directed by the Depositary. Ownership of
beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained
by (i) the Depositary or its nominee for each Global Warrant or (ii) institutions that have accounts with the Depositary (such
institution, with respect to a Warrant in its account, a “Participant”).


 


(b) If the Depositary
subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent
regarding other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer
necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary
to deliver to the Warrant Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant Agent to deliver
to each Holder a Warrant Certificate.


 








(c) A Holder has
the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate Request
Notice (as defined below). Upon written notice by a Holder to the Company and the Warrant Agent for the exchange of some or all
of such Holder’s Global Warrants for a separate certificate in the form attached hereto as Exhibit 1 (such
separate certificate, a “Definitive Certificate”) evidencing the same number of Warrants, which request shall
be in the form attached hereto as Exhibit 2 (a “Warrant Certificate Request Notice” and the
date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date”
and the surrender by the Holder to the Warrant Agent of a number of Global Warrants for the same number of Warrants evidenced by
a Warrant Certificate, a “Warrant Exchange”), the Company and the Warrant Agent shall promptly effect the Warrant
Exchange and the Company shall promptly issue and deliver to the Holder a Definitive Certificate for such number of Warrants in
the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate shall be dated the original issue date
of the Warrants, shall be executed either manually or by facsimile signature by an authorized signatory of the Company, shall be
in the form attached hereto as Exhibit 1 and shall be reasonably acceptable in all respects to such Holder. In
connection with a Warrant Exchange, the Company agrees to deliver the Definitive Certificate to the Holder within ten (10) Business
Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice
(“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver to the Holder the Definitive
Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to
the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive
Certificate (based on the VWAP (as defined in the Warrants) of the Shares on the Warrant Certificate Request Notice Date), $10
per Business Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for
each Business Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery
of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of
delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and,
notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain
all of the terms and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Agreement, other than
Sections 3(c), 3(d) and 9 herein, shall not apply to the Warrants evidenced by the Definitive Certificate. Notwithstanding anything
herein to the contrary, the Company shall act as warrant agent with respect to any Definitive Certificate requested and issued
pursuant to this section. Notwithstanding anything to the contrary contained in this Agreement, in the event of inconsistency between
any provision in this Agreement and any provision in a Definitive Certificate, as it may from time to time be amended, the terms
of such Definitive Certificate shall control.


 






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(d) A Holder of a
Definitive Certificate (pursuant to a Warrant Exchange or otherwise) has the right to elect at any time or from time to time a
Global Warrants Exchange (as defined below) pursuant to a Global Warrants Request Notice (as defined below). Upon written notice
by a Holder to the Company for the exchange of some or all of such Holder’s Warrants evidenced by a Definitive Certificate
for a beneficial interest in Global Warrants held in book- entry form through the Depositary evidencing the same number of Warrants,
which request shall be in the form attached hereto as Exhibit 3 (a “Global Warrants Request Notice”
and the date of delivery of such Global Warrants Request Notice by the Holder, the “Global Warrants Request Notice Date”
and the surrender upon delivery by the Holder of the Warrants evidenced by Definitive Certificates for the same number of Warrants
evidenced by a beneficial interest in Global Warrants held in book-entry form through the Depositary, a “Global Warrants
Exchange”), the Company shall promptly effect the Global Warrants Exchange and shall promptly direct the Warrant Agent
to issue and deliver to the Holder Global Warrants for such number of Warrants in the Global Warrants Request Notice, which beneficial
interest in such Global Warrants shall be delivered by the Depositary’s Deposit and Withdrawal at Custodian (“DWAC”)
system to the Holder pursuant to the instructions in the Global Warrants Request Notice. In connection with a Global Warrants Exchange,
the Company shall direct the Warrant Agent to deliver the beneficial interest in such Global Warrants to the Holder within ten
(10) Business Days of the Global Warrants Request Notice pursuant to the delivery instructions in the Global Warrants Request Notice
(“Global Warrants Delivery Date”). If the Company fails for any reason to deliver to the Holder Global Warrants
subject to the Global Warrants Request Notice by the Global Warrants Delivery Date, the Company shall pay to the Holder, in cash,
as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Global Warrants (based on the VWAP
(as defined in the Warrants) of the Shares on the Global Warrants Request Notice Date), $10 per Business Day (increasing to $20
per Business Day on the fifth Business Day after such liquidated damages begin to accrue) for each Business Day after such Global
Warrants Delivery Date until such Global Warrants are delivered or, prior to delivery of such Global Warrants, the Holder rescinds
such Global Warrants Exchange. The Company covenants and agrees that, upon the date of delivery of the Global Warrants Request
Notice, the Holder shall be deemed to be the beneficial holder of such Global Warrants.


 


Section 4. Form
of Warrant Certificates. The Warrant Certificate, together with the form of election to purchase Warrant Shares (“Notice
of Exercise”) and the form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit
1 hereto.


 


Section 5. Registration.


 


The Warrant Agent
will keep or cause to be kept at one of its offices, or at the office of one of its agents, books (“Warrant Register”)
for registration and transfer of the Global Warrants issued hereunder. The Company will keep or cause to be kept at one of its
offices, books for the registration and transfer of any Definitive Certificates issued hereunder and the Warrant Agent shall not
have any obligation to keep books and records with respect to any Definitive Certificates. Such Company books shall show the names
and addresses of the respective Holders of the Definitive Certificates, the number of warrants evidenced on the face of each such
Definitive Certificate and the date of each such Definitive Certificate.


 






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Section 6. Transfer,
Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With
respect to the Definitive Certificates, subject to the provisions of the Warrant Certificate and the last sentence of this first
paragraph of Section 6 and subject to applicable law, rules or regulations, or any “stop transfer” instructions applicable
to the Definitive Certificates, at any time after the closing date of the Offering, and at or prior to the Close of Business on
the Termination Date (as such term is defined in the Warrant Certificate), any Definitive Certificate may be transferred, split
up, combined or exchanged for another Definitive Certificate or Definitive Certificates, entitling the Holder to purchase a like
number of Shares as the Definitive Certificate surrendered then entitled such Holder to purchase. Any Holder desiring to transfer,
split up, combine or exchange any Definitive Certificate shall make such request in writing delivered to the Company, and shall
surrender the Definitive Certificate to be transferred, split up, combined or exchanged at the principal office of the Company.
Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied by reasonable evidence
of authority of the party making such request that may be required by the Company. Thereupon the Warrant Agent shall, subject to
the last sentence of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Definitive Certificate
or Definitive Certificates, as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient
to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange
of Definitive Certificates.


 


Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate, which
evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining,
and, in case of loss, theft or destruction, of indemnity in customary form and amount (but, with respect to any Definitive Certificates,
shall not include the posting of any bond by the Holder), and reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender to the Company and cancellation of the Warrant Certificate if mutilated, the Company will make and
deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or
mutilated.


 


Section 7. Exercise
of Warrants; Exercise Price; Termination Date.


 


(a) The Warrants
shall be exercisable commencing on the Initial Exercise Date (as defined in the Warrant Certificate). The Warrants shall cease
to be exercisable and shall terminate and become void as set forth in the Warrant Certificate. Subject to the foregoing and to
Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate,
if required, with the executed Notice of Exercise and payment of the Exercise Price (as defined in the Warrant Certificate), which
may be made, at the option of the Holder, by wire transfer or by certified or official bank check in United States dollars, to
the Company at the principal office of the Company. In the case of the Holder of a Global Warrant, the Holder shall deliver the
executed Notice of Exercise and the payment of the Exercise Price as described herein. Notwithstanding any other provision in this
Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through
the Depositary (or another established clearing corporation performing similar functions), shall effect exercises by delivering
to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying
with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable).
No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)
of any Notice of Exercise be required. The Company hereby acknowledges and agrees that, with respect to a holder whose interest
in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established
clearing corporation performing similar functions), upon delivery of irrevocable instructions to such holder’s Participant
to exercise such warrants, that solely for purposes of Regulation SHO under the Exchange Act that such holder shall be deemed to
have exercised such warrants.


 


(b) Upon receipt
of a Notice of Exercise for a Cashless Exercise provided by a holder to the Depositary and/or the Company, as applicable (as provided
in Section 7(a) above), the Company will promptly calculate and transmit to the Warrant Agent the number of Warrant Shares issuable
in connection with such Cashless Exercise and deliver a copy of the Notice of Exercise to the Warrant Agent, which shall cause
to be delivered in accordance with the provisions of Section 7(c) such number of Warrant Shares in connection with such Cashless
Exercise.


 






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(c) Upon the exercise
of the Warrant Certificate pursuant to the terms of Section 2 of the Warrant Certificate, the Warrant Agent shall cause the Warrant
Shares underlying such Definitive Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Definitive
Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Warrant
Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system
of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to
or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for
Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with
the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any
Holders pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant Certificate, such obligation shall be solely that of the Company
and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless
Exercise, if any Holder fails to duly deliver payment to the Company of an amount equal to the aggregate Exercise Price of the
Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof by the Warrant
Share Delivery Date, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following
receipt by the Company of such payment, and the applicable Warrant Share Delivery Date shall be deemed extended by one day for
each day (or part thereof) until such payment is delivered to the Company.


 


Section 8. Cancellation
and Destruction of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise, transfer, split
up, combination or exchange shall be surrendered to the Company or to any of its agents for cancellation or in canceled form.


 


Section 9. Certain
Representations; Reservation and Availability of Shares or Cash.


 


(a) This Agreement
has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof
by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance
with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication
thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Warrant Certificate, constitute
valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled
to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless
of whether such enforceability is considered in a proceeding in equity or at law).


 


(b) As of the date
hereof, the Company does not have a limit on its authorized share capital, of which [ ] shares of Ordinary Shares are issued and
outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or
other rights to subscribe for or purchase from the Company any shares of Ordinary Shares of the Company.


 


(c) The Company covenants
and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Ordinary Shares or
its authorized and issued shares of Ordinary Shares held in its treasury, free from preemptive rights, the number of Warrant Shares
that will be sufficient to permit the exercise in full of all outstanding Warrants.


 


(d) The Company further
covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be
payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Warrant Shares upon
exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable
in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates
for Warrant Shares in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise
or to issue or deliver any certificate for Warrant Shares upon the exercise of any Warrants until any such tax or governmental
charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the
time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental
charge is due.





 





Section 10. Warrant
Shares Record Date. Each Person in whose name any certificate for Warrant Shares is issued (or to whose broker’s account
is credited Warrant Shares through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to have become
the holder of record for the Warrant Shares represented thereby on, and such certificate shall be dated, the date on which submission
of the Notice of Exercise was made, provided that the Warrant Certificate evidencing such Warrant is duly surrendered (but only
if required herein) and payment of the Exercise Price (and any applicable transfer taxes) is received on or prior to the Warrant
Share Delivery Date; provided, however, that if the date of submission of the Notice of Exercise is a date upon which the Ordinary
Share transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares on,
and such certificate shall be dated, the next succeeding day on which the Ordinary Share transfer books of the Company are open.


 






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Section 11. Adjustment
of Exercise Price, Number of Warrant Shares or Number of the Company Warrants. The Exercise Price, the number of Warrant Shares
covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section
3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant
Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the
Company other than Warrant Shares, thereafter the number of such other shares so receivable upon exercise of any Warrant shall
be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with
respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement
with respect to the Warrant Shares shall apply on like terms to any such other shares. All Warrants originally issued by the Company
subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase,
at the adjusted Exercise Price, the number of Warrant Shares purchasable from time to time hereunder upon exercise of the Warrants,
all subject to further adjustment as provided herein.


 


Section 12. Certification
of Adjusted Exercise Price or Number of Warrant Shares. Whenever the Exercise Price or the number of Warrant Shares issuable
upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate
setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment,
(b) promptly file with the Warrant Agent and with each transfer agent for the Ordinary Shares a copy of such certificate and (c)
instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate.


 


Section 13. Fractional
Shares.


 


(a) The Company shall
not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional
Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of
such fraction to the nearest whole Warrant (rounded down).


 


(b) The Company shall
not issue fractions of Warrant Shares upon exercise of Warrants or distribute stock certificates which evidence fractional Warrant
Shares. Whenever any fraction of Warrant Shares would otherwise be required to be issued or distributed, the actual issuance or
distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.


 


Section 14. Conditions
of the Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following to all of which the Company agrees and to all of which the rights hereunder of the Holders from
time to time of the Warrant Certificates shall be subject:


 








(a) Compensation
and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit
4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket
expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have
been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company
also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without
gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant
Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent
shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any
other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction.
The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of
this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under
or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind
whatsoever, including, but not limited, to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised
of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s
aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under
any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not
exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement,
but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.


 






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(b) Agent
for the Company. In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent
is acting solely as agent of the Company and does not assume any obligations or relationship of agency or trust for or with any
of the Holders of Warrant Certificates or beneficial owners of Warrants.


 


(c) Counsel. The
Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the written advice of
such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with the advice of such counsel.


 


(d) Documents. The
Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted by it in reliance
upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the proper parties.


 


(e) Certain
Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest
in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted
by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on,
or as depositary, trustee or agent for, any committee or body of Holders of the Warrants or other obligations of the Company as
freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant
Agent from acting as trustee under any indenture to which the Company is a party.


 


(f) No Liability
for Interest. Unless otherwise agreed with the Company, the Warrant Agent shall have no liability for interest on any
monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.


 


(g) No Liability
for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or the Warrant
Certificates (except as to the Warrant Agent’s countersignature thereon).


 


(h) No Responsibility
for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations herein or in
the Warrant Certificate (except as to the Warrant Agent’s countersignature thereon), all of which are made solely by the
Company.


 


(i) No Implied
Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against
the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it
in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The
Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates
authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the
Company of the proceeds of the Warrant Certificate. The Warrant Agent shall have no duty or responsibility in case of any default
by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case
of the receipt of any written demand from a Holder of a Warrant Certificate with respect to such default, including, without limiting
the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law.


 






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Section 15. Purchase
or Consolidation or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent or any successor Warrant
Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which
the Warrant Agent or any successor Warrant Agent shall be party, or any corporation succeeding to the corporate trust business
of the Warrant Agent or any successor Warrant Agent, shall be the successor to the Warrant Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would
be eligible for appointment as a successor Warrant Agent under the provisions of Section 17. In case at the time such successor
Warrant Agent shall succeed to the agency created by this Agreement any of the Warrant Certificates shall have been countersigned
but not delivered, any such successor Warrant Agent may adopt the countersignature of the predecessor Warrant Agent and deliver
such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned,
any successor Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in
the name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall have the full force provided in
the Warrant Certificates and in this Agreement.


 


In case at any
time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned
but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver such Warrant Certificates
so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent
may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates
shall have the full force provided in the Warrant Certificates and in this Agreement.


 


Section 16. Duties
of Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms
and conditions, by all of which the Company, by its acceptance hereof, shall be bound:


 


(a) The Warrant Agent
may consult with legal counsel reasonably acceptable to the Company (who may be legal counsel for the Company), and the opinion
of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken or omitted
by it in good faith and in accordance with such opinion.


 


(b) Whenever in the
performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate
signed by the Chief Executive Officer or Chief Financial Officer of the Company; and such certificate shall be full authentication
to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon
such certificate.


 


(c) Subject to the
limitation set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence or willful misconduct,
or for any intentional breach by it of this Agreement.


 


(d) The Warrant Agent
shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant
Certificate (except its countersignature thereof) by the Company or be required to verify the same, but all such statements and
recitals are and shall be deemed to have been made by the Company only.


 








(e) The Warrant Agent
shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except
the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in
this Agreement or in any Warrant Certificate; nor shall it be responsible for the adjustment of the Exercise Price or the making
of any change in the number of Warrant Shares required under the provisions of Section 11 or 13 or responsible for the manner,
method or amount of any such change or the ascertaining of the existence of facts that would require any such adjustment or change
(except with respect to the exercise of Warrants evidenced by the Warrant Certificates after actual notice of any adjustment of
the Exercise Price); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any Warrant Shares to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any Warrant
Shares will, when issued, be duly authorized, validly issued, fully paid and nonassessable.


 






    	8



    	 



    

 





(f) Each party hereto
agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all
such further and other acts, instruments and assurances as may reasonably be required by the other party hereto for the carrying
out or performing by any party of the provisions of this Agreement.


 


(g) The Warrant Agent
is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer
or Chief Financial Officer of the Company, and to apply to such officers for advice or instructions in connection with its duties,
and it shall not be liable and shall be indemnified and held harmless for any action taken or suffered to be taken by it in good
faith in accordance with instructions of any such officer, provided Warrant Agent carries out such instructions without gross negligence
or willful misconduct.


 


(h) The Warrant Agent
and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities
of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or
lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing
herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.


 


(i) The Warrant Agent
may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through
its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct
of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, provided
reasonable care was exercised in the selection and continued employment thereof.


 


Section 17. Change
of Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign and be discharged from its duties
under this Agreement upon 30 days’ notice in writing sent to the Company or such shorter period of time agreed to by the
Company. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to
the Warrant Agent or successor Warrant Agent, as the case may be, or such shorter period of time as agreed. If the office of the
Warrant Agent becomes vacant by resignation, termination or incapacity to act or otherwise, the Company shall appoint a successor
to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent, then the Warrant Agent or any Holder of any Warrant Certificate
may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this
Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent
(but not including the initial Warrant Agent), whether appointed by the Company or by such a court, shall be a corporation organized
and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such
laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed,
and except for executing and delivering documents as provided in the sentence that follows, the predecessor Warrant Agent shall
have no further duties, obligations, responsibilities or liabilities hereunder, but shall be entitled to all rights that survive
the termination of this Warrant Agreement and the resignation or removal of the Warrant Agent, including, but not limited to, its
right to indemnity hereunder. If for any reason it becomes necessary or appropriate or at the request of the Company, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.








 


Section 18. Issuance
of New Warrant Certificates. Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, the
Company may, at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved by its Board of
Directors to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares or other
securities or property purchasable under the several Warrant Certificates made in accordance with the provisions of this Agreement.


 






    	9



    	 



    

 





Section 19. Notices.
Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Warrant Certificate
to or on the Company, (ii) subject to the provisions of Section 17, by the Company or by the Holder of any Warrant Certificate
to or on the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate shall be deemed
given (a) on the date delivered, if delivered personally, (b) on the first Business Day following the deposit thereof with Federal
Express or another recognized overnight courier, if sent by Federal Express or another recognized overnight courier, (c) on the
fourth Business Day following the mailing thereof with postage prepaid, if mailed by registered or certified mail (return receipt
requested), and (d) the date of transmission, if such notice or communication is delivered via facsimile or email attachment at
or prior to 5:30 p.m. (New York City time) on a Business Day and (e) the next Business Day after the date of transmission, if such
notice or communication is delivered via facsimile or email attachment on a day that is not a Business Day or later than 5:30 p.m.
(New York City time) on any Business Day, in each case to the parties at the following addresses (or at such other address for
a party as shall be specified by like notice):


 





	 	(a)	If to the Company, to


Innovation Beverage Group
Limited.





29 Anvil Road





NSW, Australia 2147





Attention: Dean Huge, Chief
Executive Officer





Telephone: +61 (02) 9620 4574





E-mail:
dean@innovationbev.com


 





	 	(b)	If to the Warrant Agent, to


VStock Transfer, LLC





18 Lafayette Place





Woodmere, New York 11598





Attention:





Telephone:

E-mail:


 


For any notice delivered by email to
be deemed given or made, such notice must be followed by notice sent by overnight courier service to be delivered on the next business
day following such email, unless the recipient of such email has acknowledged via return email receipt of such email.


 


(c) If to the Holder
of any Warrant Certificate to the address of such Holder as shown on the registry books of the Company. Any notice required to
be delivered by the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company. Notwithstanding
any other provision of this Agreement, where this Agreement provides for notice of any event to a Holder of any Warrant, such notice
shall be sufficiently given if given to the Depositary (or its designee) pursuant to the procedures of the Depositary or its designee.


 


Section
20. Supplements and Amendments.


 


(a) The Company and
the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders of Global Warrants
in order to add to the covenants and agreements of the Company for the benefit of the Holders of the Global Warrants or to surrender
any rights or power reserved to or conferred upon the Company in this Agreement, provided that such addition or surrender shall
not adversely affect the interests of the Holders of the Global Warrants or Warrant Certificates in any material respect.


 






    	10



    	 



    




 


(b) In addition to
the foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than a majority of
the Warrant Shares issuable thereunder, the Company and the Warrant Agent may modify this Agreement for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Warrant Agreement or modifying in any manner
the rights of the Holders of the Global Warrants; provided, however, that no modification of the terms (including but not limited
to the adjustments described in Section 11) upon which the Warrants are exercisable or the rights of holders of Warrants to receive
liquidated damages or other payments in cash from the Company or reducing the percentage required for consent to modification of
this Agreement may be made without the consent of the Holder of each outstanding Warrant Certificate affected thereby; provided
further, however, that no amendment hereunder shall affect any terms of any Warrant Certificate issued in a Warrant Exchange. As
a condition precedent to the Warrant Agent’s execution of any amendment, the Company shall deliver to the Warrant Agent a
certificate from a duly authorized officer of the Company that states that the proposed amendment complies with the terms of this
Section 20.


 


Section 21. Successors.
All covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to
the benefit of their respective successors and assigns hereunder.


 


Section 22. Benefits
of this Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company, the Holders of Warrant
Certificates and the Warrant Agent any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be
for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrant Certificates.


 


Section 23. Governing
Law. This Agreement and each Warrant Certificate and Global Warrant issued hereunder shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to the conflicts of law principles thereof.


 


Section 24. Counterparts.
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and the same instrument.


 


Section 25. Captions.
The captions of the sections of this Agreement have been inserted for convenience only and shall not control or affect the meaning
or construction of any of the provisions hereof.


 


Section 26. Information.
The Company agrees to promptly provide to the Holders of the Warrants any information it provides to the holders of the Ordinary
Shares, except to the extent any such information is publicly available on the EDGAR system (or any successor thereof) of the Securities
and Exchange Commission.


 


[Signature page follows]


 






    	11



    	 



    

 





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


 





	INNOVATION BEVERAGE GROUP LIMITED
	 	 
	By:	 
	Name:	 Dean Huge
	Title:	 Chief Executive Officer
	 	 
	VSTOCK TRANSFER, LLC
	 	 
	By:	 
	Name:	 
	Title:	 



 






    	 



    	 



    




 


EXHIBIT 1


 


Warrant Certificate


 


ORDINARY SHARES PURCHASE WARRANT





INNOVATION BEVERAGE GROUP LIMITED


 





	Warrant Shares: [     ]	Initial Exercise Date: [    ], 2022



 





THIS ORDINARY SHARES
PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on
[ ], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Innovation Beverage
Group Limited, an Australian public limited company (the “Company”), up to [ ] shares (as subject to adjustment
hereunder, the “Warrant Shares”) of Ordinary Shares. The purchase price of [ ] Warrant Share under this Warrant
shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the
form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially
be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated
form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.


 


Section
1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated
in this Section 1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary
Share is then listed or quoted on a Trading Market, the bid price of the Ordinary Shares for the time in question (or the nearest
preceding date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading
Market, the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX
as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary
Shares are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share so reported, or (d) in all other cases, the fair market value of a share of Ordinary
Shares as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental
authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New
York generally are open for use by customers on such day.


 


“Commission”
means the United States Securities and Exchange Commission.


 






    Ex. 1-1


     


    

 





“Ordinary
Shares” means the Ordinary Shares of the Company, no par value, and any other class of securities into which such securities
may hereafter be reclassified or changed.


 


“Ordinary
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive, Ordinary Shares.


 








“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exempt
Issuance” means the issuance of (i) shares of Ordinary Shares or options to employees, officers or directors of the Company
or consultants to the Company pursuant to any stock or option plan or other written agreement duly adopted for such purpose, by
a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors
established for such purpose for services rendered to the Company, provided, however, such issuance (A) shall not exceed fifteen
percent (15%) of the Ordinary Share issued and outstanding as of the date hereof, (B) shall be at no less than fair market value
(as measured by the closing price of the Ordinary Share on the Trading Market on the date of issuance) and (C) in the first year
from the date hereof shall be issued as restricted securities; (ii) securities upon the exercise or exchange of or conversion of
any securities exercisable or exchangeable for or convertible into Ordinary Share issued and outstanding on the date of this Agreement,
provided that such securities have not been amended since the date of this Agreement to increase the number of such securities
or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits
or combinations) or to extend the term of such securities; (iii) securities issued pursuant to acquisitions or strategic transactions
approved by a majority of the disinterested directors of the Company or securities issued in financing transactions, the primary
purpose of which is to finance acquisitions or strategic transactions approved by a majority of the disinterested directors of
the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry
no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that
any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries,
an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the
Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is
issuing securities primarily for the purpose of raising capital or to a person or an entity whose primary business is investing
in securities; (iv) shares of Ordinary Shares, options or convertible securities issued to banks, equipment lessors or other financial
institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction
approved by a majority of the disinterested directors of the Company but shall not include a transaction in which the company is
primarily issuing Ordinary Shares or Ordinary Share Equivalents primarily for the purpose of raising capital or to a person or
an entity whose primary business is investing in securities; (v) shares of Ordinary Shares, options or convertible securities issued
in connection with the provision of goods or services pursuant to transactions approved by a majority of the disinterested directors
of the Company but shall not include a transaction in which the company is issuing Ordinary Shares or Ordinary Share Equivalents
primarily for the purpose of raising capital or to a person or an entity whose primary business is investing in securities; and
(vi) shares of Ordinary Shares, options or convertible securities issued in connection with sponsored research, collaboration,
technology license, development, investor or public relations, marketing or other similar agreements or strategic partnerships
approved by a majority of the disinterested directors of the Company but shall not include a transaction in which the Company is
primarily issuing Ordinary Shares or Ordinary Share Equivalents primarily for the purpose of raising capital or to a person or
an entity whose primary business is investing in securities.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Registration
Statement” means the Company’s registration statement on Form F-1, as amended (File No. 333-266965).


 






    	 



    	 



    

 





“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company
formed or acquired after the date hereof.


 


“Trading
Day” means a day on which the Ordinary Shares are traded on a Trading Market.


 


“Trading
Market” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading
on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
the New York Stock Exchange, or OTCQB or OTCQX (or any successors to any of the foregoing).


 








“Transfer
Agent” means VStock Transfer, LLC, the current transfer agent of the Company, and any successor transfer agent of the
Company.


 


“Underwriting
Agreement” means the underwriting agreement, dated as of [ ], 2022, among the Company and EF Hutton, division of Benchmark
Investments, LLC, as representative of the several underwriters named therein, as amended, modified or supplemented from time to
time in accordance with its terms.


 


“Variable
Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are
convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Ordinary Shares either
(A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices
of or quotations for the Ordinary Shares at any time after the initial issuance of such debt or equity securities or (B) with a
conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt
or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the
Company or the market for the Ordinary Shares or (ii) enters into, or effects a transaction under, any agreement, including, but
not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then
listed or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest
preceding date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading
Market, the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX
as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary
Shares are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of Ordinary Shares so reported, or (d) in all other cases, the fair market value of
a share of Ordinary Shares as determined by an independent appraiser selected in good faith by the holders of a majority in interest
of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the
Company.


 


“Warrant
Agency Agreement” means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the
Company and the Warrant Agent.


 


“Warrant
Agent” means the Transfer Agent and any successor warrant agent of the Company.


 


“Warrants”
means this Warrant and other Ordinary Share purchase warrants issued by the Company pursuant to the Registration Statement.


 






    	 



    	 



    

 





Section 2. Exercise.


 


a) Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times
on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile
copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice
of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard
Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver
the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s
check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the
applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other
type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the
Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant
Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to
the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the
Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to
the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number
of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within
one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree
that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number
of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.


 








Notwithstanding the foregoing
in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant
held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises
made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction
form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation,
as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the
Warrant Agency Agreement, in which case this sentence shall not apply.


 


b) Exercise
Price. The exercise price per Warrant Share under this Warrant shall be $[ ], subject to adjustment hereunder (the “Exercise
Price”), provided that in no case shall the exercise price be less than the par value of the Ordinary Shares. The Holder
shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance
or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination Date.


 


c) Cashless
Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained
therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole
or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number
of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 





	 	(A)	= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Ordinary Shares on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;



 






    	 



    	 



    




 


	 	(B)	= the Exercise Price of this Warrant, as adjusted hereunder; and
	 	 	 
	 	(X)	= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with tTWhe terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.






 


Notwithstanding anything herein
to the contrary, but without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant
to this Section 2(c) or to receive cash payments pursuant to Section 3(d)(i) and Section 3(d)(iv) herein, the Company shall not
be required to make any cash payments or net cash settlement to the Holder in lieu of delivery of the Warrant Shares. If Warrant
Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees
not to take any position contrary to this Section 2(c). Notwithstanding anything herein to the contrary, on the Termination Date,
this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).





 


d) Mechanics
of Exercise.


 


i. Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit and Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or
resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical
delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the
number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the
Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice
of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading
Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant
Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes
to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of
the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a
cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the
Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the
Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder,
in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP
of the Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day
on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery
Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent
that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary
Trading Market with respect to the Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding
the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial
Exercise Date, which may be delivered at any time after the time of execution of the Underwriting Agreement, the Company agrees
to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the
Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise
Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.


 






    	 



    	 



    

 





ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder
and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
in all other respects be identical with this Warrant.


 


iii. Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


iv. Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder
is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise
purchases, shares of Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder
the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares
of Ordinary Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company
was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving
rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant
and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded)
or deliver to the Holder the number of shares of Ordinary Shares that would have been issued had the Company timely complied with
its exercise and delivery obligations hereunder. For example, if the Holder purchases Warrant Shares having a total purchase price
of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrant Shares with an aggregate sale price giving rise to
such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay
the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect
of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver Warrant Shares upon exercise
of the Warrant as required pursuant to the terms hereof.


 








v. No
Fractional Shares or Scrip. No fractional Warrant Shares or scrip representing fractional Warrant Shares shall be issued upon
the exercise of this Warrant. As to any fraction of a 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 Exercise Price or round up to the next whole Warrant Share.


 


vi. Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the
Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;
provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant
when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company
may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The
Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository
Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery
of the Warrant Shares.


 






    	 



    	 



    

 





vii. Closing
of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.


 


e) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution
Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes
of the foregoing sentence, the number of shares of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution
Parties shall include the number of Warrant Shares issuable upon exercise of this Warrant with respect to which such determination
is being made, but shall exclude the number of Warrant Shares which would be issuable upon (i) exercise of the remaining, nonexercised
portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion
of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary
Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes
of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder
that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules
required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission
of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant
is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify
or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall
be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 2(e), in determining the number of outstanding shares of Ordinary Shares, a Holder may rely on the number of outstanding
shares of Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission,
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or
the Transfer Agent setting forth the number of shares of Ordinary Shares outstanding. Upon the written or oral request of a Holder,
the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Ordinary Shares then
outstanding. In any case, the number of outstanding shares of Ordinary Shares shall be determined after giving effect to the conversion
or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since
the date as of which such number of outstanding shares of Ordinary Shares were reported. The “Beneficial Ownership Limitation”
shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of Ordinary
Shares outstanding immediately after giving effect to the issuance of Warrant Shares issuable upon exercise of this Warrant. The
Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e),
provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Ordinary Shares outstanding
immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions
of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the
61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in
a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall
apply to a successor holder of this Warrant.


 






    	 



    	 



    




 


Section 3. Certain Adjustments.


 


a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on Ordinary Shares or any other equity or equity equivalent securities payable in shares
of Ordinary Shares (which, for avoidance of doubt, shall not include any Warrant Shares issued by the Company upon exercise of
this Warrant), (ii) subdivides outstanding shares of Ordinary Shares into a larger number of shares, (iii) combines (including
by way of reverse stock split) outstanding shares of Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification
of Ordinary Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Ordinary Shares and such other capital stock of the Company (excluding
treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of
Ordinary Shares and such other capital stock of the Company (excluding treasury shares, if any) outstanding immediately after such
event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate
Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective
immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall
become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b) Subsequent
Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall
sell, enter into an agreement to sell, or grant any option to purchase, or sell, enter into an agreement to sell, or grant any
right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition)
any Ordinary Shares or Ordinary Share Equivalents, at an effective price per share less than the Exercise Price then in effect
(such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”)
(it being understood and agreed that if the holder of the Ordinary Shares or Ordinary Share Equivalents so issued shall at any
time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or
otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive
shares of Ordinary Shares at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to
have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously
with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Exercise Price shall be reduced and only
reduced to equal the Base Share Price provided that the Base Share Price shall not be less than $ (subject to adjustment for reverse
and forward stock splits, recapitalizations and similar transactions following the Initial Issuance Date). Notwithstanding the
foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall
notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Ordinary
Shares or Ordinary Share Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable
reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”).
For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon
the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share
Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters
into a Variable Rate Transaction, the Company shall be deemed to have issued shares of Ordinary Shares or Ordinary Share Equivalents
at the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.


 






    	 



    	 



    




 


c) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues
or sells any Ordinary Share Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder
had held the number of shares of Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record
is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record
holders of Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that,
to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the
Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or
beneficial ownership of such shares of Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right
to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the
Holder exceeding the Beneficial Ownership Limitation).


 


d) Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other
distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise
(including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of Warrant Shares acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the
Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record
is taken, the date as of which the record holders of Ordinary Shares are to be determined for the participation in such Distribution
(provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the
Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution
to such extent (or in the beneficial ownership of any shares of Ordinary Shares as a result of such Distribution to such extent)
and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right
thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not
been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance
for the benefit of the Holder until the Holder has exercised this Warrant.


 








e) Fundamental
Transaction. If, at any time while this Warrant is outstanding,(i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding shares
of Ordinary Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares
are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,
in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons
whereby such other Person or group acquires more than 50% of the outstanding shares of Ordinary Shares (not including any shares
of Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons
making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would
have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the
Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of capital stock
of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration
(the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number
of shares of Ordinary Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard
to any limitation in Section 2(e) on the exercise of this Warrant).


 






    	 



    	 



    

 

For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one Warrant Share in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the
securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to
the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding
anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall,
at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental
Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant
from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining
unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that,
if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board
of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration
(and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and
paid to the holders of Ordinary Shares of the Company in connection with the Fundamental Transaction, whether that consideration
be in the form of cash, stock or any combination thereof, or whether the holders of Ordinary Shares are given the choice to receive
from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders
of Ordinary Shares of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Ordinary
Shares will be deemed to have received Ordinary Shares of the Successor Entity (which Entity may be the Company following such
Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based
on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the
day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate
corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable
Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility
obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately
following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation
shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration,
if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day
immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental
Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(e) and (D) a remaining
option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination
Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available
funds (or such other consideration) within the later of (i) five (5) Business Days of the Holder’s election and (ii) the
date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction
in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations
of the Company under this Warrant in accordance with the provisions of this Section 3(e) pursuant to written agreements in form
and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental
Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor
Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for
a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Warrant Shares
acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior
to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital
stock (but taking into account the relative value of the Warrant Shares pursuant to such Fundamental Transaction and the value
of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting
the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably
satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity
shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this
Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right
and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if
such Successor Entity had been named as the Company herein.


 






    	 



    	 



    




 


f) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 3, the number of shares of Ordinary Shares deemed to be issued and outstanding as of a given date
shall be the sum of the number shares of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.


 


g) Notice
to Holder.


 


i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares,
(C) the Company shall authorize the granting to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required
in connection with any reclassification of the Ordinary Shares, any consolidation or merger to which the Company (or any of its
Subsidiaries) is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share
exchange whereby the Ordinary Shares are converted into other securities, cash or property, or (E) the Company shall authorize
the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company
shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear
upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,
rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares of record to be
entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is
expected that holders of the Ordinary Shares of record shall be entitled to exchange their shares of Ordinary Shares for securities,
cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided
that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate
action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains,
material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice
with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during
the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise
be expressly set forth herein.


 








h) Voluntary
Adjustment by Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term
of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount and for
any period of time deemed appropriate by the board of directors of the Company.


 






    	 



    	 



    

 





Section 4. Transfer of Warrant.


 


a) Transferability.
This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in
part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment
of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient
to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company
shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant
in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which
the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance
herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.


 


b) New
Warrants. If this Warrant is not held in global form through DTC (or any successor depositary), this Warrant may be divided
or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject
to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute
and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such
notice. All Warrants issued on transfers or exchanges shall be dated the Initial Issuance Date of this Warrant and shall be identical
with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


c) Warrant
Register. The Warrant Agent and/or the Company (with regard to any portion of the Warrant in certificated form issued pursuant
to the terms of the Warrant Agency Agreement) shall register this Warrant, upon records to be maintained by the Warrant Agent and/or
the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to
time. The Company and the Warrant Agent may deem and treat the registered Holder of this Warrant as the absolute owner hereof for
the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


Section 5. Miscellaneous.


 


a) No
Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except
as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise”
pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall
the Company be required to net cash settle an exercise of this Warrant.


 


b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of
the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 


c) Saturdays,
Sundays, 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.


 






    	 



    	 



    

 





d) Authorized
Shares.


 


The Company
covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued shares of Ordinary
Share a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant.
The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Ordinary
Shares may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant
Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens
and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).


 


Except and to the extent as
waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will
at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of the Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon
such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant
and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory
body having jurisdiction thereof, as may be necessary to enable the Company to perform its obligations under this Warrant.


 


Before taking any action which
would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.


 


e) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense
of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors,
officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and 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 improper or is an inconvenient venue for such proceeding. 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 via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Warrant 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 other manner permitted by law. If either party shall
commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or
proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or proceeding.


 


f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does
not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 






    	 



    	 



    




 


g) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any
material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and
expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by
the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


h) Notices.
Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation,
any Notice of Exercise, shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized
overnight courier service, addressed to the Company, at 8236 Remmet Avenue, Canoga Park, California 91304, or at (818) 349-2870,
or such other facsimile number, email address or address as the Company may specify for such purposes by notice to the Holders.
Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered
personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the
facsimile number, e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication
or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or
communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section
prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or
communication is delivered via facsimile at the facsimile number or via e- mail at the e-mail address set forth in this Section
on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day
following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by
the party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains,
material, non- public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice
with the Commission pursuant to a Current Report on Form 8-K.


 


i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Warrant Shares or as a shareholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate.


 


k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and
shall be enforceable by the Holder or holder of Warrant Shares.


 


l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand,
and the Holder or the beneficial owner of this Warrant, on the other hand.


 


m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.


 


o) Warrant
Agency Agreement. If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued
subject to the Warrant Agency Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the
Warrant Agency Agreement, the provisions of this Warrant shall govern and be controlling.


 


********************


 


(Signature Page Follows)


 






    	 



    	 



    




 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 





	INNOVATION BEVERAGE GROUP LIMITED
	 	 
	By:	 
	Name:	 Dean Huge
	Title:	 Chief Executive Officer



 












    	 



    	 



    

 


EXHIBIT A


 


NOTICE OF EXERCISE


 


TO: INNOVATION BEVERAGE GROUP LIMITED


 


(1) The undersigned hereby elects to
purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith
payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2) Payment shall take the form of (check
applicable box):


 


[ ] in lawful money of the
United States; or


 


[ ] if permitted the cancellation
of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this
Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth
in subsection 2(c).


 


(3) Please issue said Warrant Shares
in the name of the undersigned or in such other name as is specified below:


 








	 


 





The Warrant Shares shall be delivered
to the following DWAC Account Number:


 





	 
	 
	 



 





[SIGNATURE OF HOLDER]


 


Name of Investing Entity:


 





Signature of Authorized Signatory
of Investing Entity:





Name of Authorized Signatory:





Title of Authorized Signatory:





Date:


 






    	 



    	 



    




 


EXHIBIT B


 


ASSIGNMENT FORM


 


(To assign the foregoing Warrant,
execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED, the foregoing Warrant
and all rights evidenced thereby are hereby assigned to


 


	Name:	 
	 	(Please
    Print)



  


	Address:	 
	 	(Please Print)





 


	Phone Number:	 
	Email Address:	 
	 	 



 


	Dated:	 



 


	Holder’s
Signature:	 
	Holder’s Address:	 




 









    	 



    	 



    

 





EXHIBIT 2


 


Form of Warrant Certificate Request
Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: VStock Transfer, LLC, as Warrant
Agent for Innovation Beverage Group Limited (the “Company”)


 


The undersigned Holder of Ordinary Share
Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive
a Warrant Certificate evidencing the Warrants held by the Holder as specified below:





 


	1.	Name of Holder of Warrants in form of Global Warrants:
	2.	Name of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of Global Warrants):
	3.	Number of Warrants in name of Holder in form of Global Warrants:
	4.	Number of Warrants for which Warrant Certificate shall be issued:
	5.	Number of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate, if any:
	6.	Warrant Certificate shall be delivered to the following address:



 


	 
	 
	 
	 





 


The undersigned hereby acknowledges
and agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate, the Holder is deemed to
have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced
by the Warrant Certificate.


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity:


 


Signature of Authorized Signatory
of Investing Entity:





Name of Authorized Signatory:





Title of Authorized Signatory:





Date:


 






    Ex. 2-1


     


    

 


EXHIBIT 3


 


Form of Global Warrants Request Notice


 


GLOBAL WARRANTS REQUEST NOTICE


 


To: VStock Transfer, LLC, as Warrant
Agent for Innovation Beverage Group Limited (the “Company”)


 


The undersigned Holder of Ordinary Share
Purchase Warrants (“Warrants”) in the form of Warrants Certificates issued by the Company hereby elects to receive
a Global Warrant evidencing the Warrants held by the Holder as specified below:





 


	1.	Name of Holder of Warrants in form of Warrant Certificates:
	2.	Name of Holder in Global Warrant (if different from name of Holder of Warrants in form of Warrant Certificates):
	3.	Number of Warrants in name of Holder in form of Warrant Certificates:
	4.	Number of Warrants for which Global Warrant shall be issued:
	5.	Number of Warrants in name of Holder in form of Warrant Certificates after issuance of Global Warrant, if any:
	6.	Global Warrant shall be delivered to the following address:



 


	 
	 
	 
	 



 





The undersigned hereby acknowledges
and agrees that, in connection with this Global Warrant Exchange and the issuance of the Global Warrant, the Holder is deemed to
have surrendered the number of Warrants in form of Warrant Certificates in the name of the Holder equal to the number of Warrants
evidenced by the Global Warrant.


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity:


 


Signature of Authorized Signatory
of Investing Entity:





Name of Authorized Signatory:





Title of Authorized Signatory:





Date:


 


Ex. 3-1