Exhibit 4.2


 


FORM OF


INCENTIVE STOCK OPTION AGREEMENT


 


THIS INCENTIVE STOCK OPTION
AGREEMENT is made as of _______, 2021, by and between Bit Digital, Inc., a Cayman Islands exempted company having its principal executive
offices at 33 Irving Place, New York, NY 10003 (the “Grantor”), and ________ ____________, an individual residing at [___________________________]
(the “Optionee”).


 


WITNESSETH:


 


WHEREAS, the Bit Digital,
Inc. 2021 Second Omnibus Equity Incentive Plan was adopted by the Board of Directors (the “Board”) and the stockholders of
the Grantor to provide the Optionee with an opportunity to acquire or increase his proprietary interest in the business of the Grantor,
and, through stock ownership, to possess an increased personal interest in its continued success and progress; and


 


WHEREAS, the Grantor
desires to increase the incentive of the Optionee to exert his utmost efforts to improve the business and increase the assets of the Grantor.


 


NOW, THEREFORE, in
consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the Grantor hereby grants
the Optionee an option to purchase ordinary shares of the Grantor, $.01 par value per share (the “Ordinary Shares”),
upon the following terms and conditions:


 


1.    Option.


 


Pursuant to the Bit Digital,
Inc. 2021 Second Omnibus Equity Incentive Plan (the “Plan”), the Grantor hereby grants to the Optionee an incentive
stock option (the “Option”), as defined in Section 422 of the Internal Revenue Code of 1986, as amended, on the terms
and conditions contained in the Plan, to purchase up to an aggregate of ______ fully paid and non-assessable ordinary shares (the “Shares”).


 


2.    Purchase
Price.


 


The purchase price (“Purchase
Price”) for the Option shall be $___ per share. The Grantor shall pay all original issue or transfer taxes on the exercise of
the Option and all other fees and expenses necessarily incurred by the Grantor in connection therewith.


 


3.    Exercise
of the Option.


 


(a)    Except
as otherwise set forth herein, no Option shall be exercisable until it has vested in accordance with the provisions of subsection (b)
below. Any Option which vests and thereby becomes exercisable hereunder may be exercised in whole or in part, in one hundred (100) share
increments, from time to time and at any time, until the Option lapses or terminates. If the Optionee’s exercise of any Option would
require the Grantor to issue a fractional Share, the Grantor will not be required to issue such fractional Share but it shall pay the
Optionee in cash the value of such fractional Share. Except as set forth in Section 5, all unexercised Options (whether or not vested)
shall lapse and forever terminate on ____________, 20__.


 


(b)    Options
for the purchase of the Shares shall vest as follows: [one-third] (rounded to the nearest Share), or ______ Shares, shall vest
and become exercisable on the date of grant; [one-third], or ___ Shares shall vest and become exercisable on the first anniversary
date from the date of grant and [one-third], or _____ Shares, shall vest and become exercisable on the second anniversary date
from the date of grant, or ________ shares.


 


(c)    Notwithstanding
the foregoing, in the event the market capitalization of the Company shall exceed: (i) $______ million, [one-half] (rounded to
the nearest Share), or _______ Shares shall vest and become exercisable immediately thereafter; and (ii) $_______ billion, the remaining
[one-half] (rounded to the nearest Share), or _______ Shares shall vest and become exercisable immediately.


 






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(d)    Notwithstanding
the foregoing, in the event of a Corporate Transaction (as defined in Section 4.2(b) of the Plan) the Option shall be assumed by the surviving
entity with appropriate adjustments as determined by the Board of Directors of the Company, but in any event shall accelerate and be fully
vested and immediately exercisable upon completion of the Corporation Transaction.


 


4.    Manner of Exercise.


 


Options that are exercisable
may be exercised in whole or in part at any time during the option period by (a) giving written notice to the Grantor specifying the number
of Shares to be purchased; in one hundred (100) Share increments, (b) accompanied by payment in full of the purchase price, in cash or
by check and (c) the payment of any withholding tax to the Company, will be required to withhold as a result of the exercise of the Option.
The Purchase Price of the shares of Stock as to which the Option is exercised shall be paid in full at the time of exercise by any approved
method set forth in paragraphs (a) through (e) of Section 6.5 of the Plan. The Optionee shall not have any of the rights of a shareholder
with respect to the Stock covered by the Option until the date of the issuance of a stock certificate to Optionee for such shares of Stock.
An Optionee shall have the right to dividends and other rights of a stockholder with respect to ordinary shares purchased upon exercise
of an Option at such time as the Optionee has given written notice of exercise and has paid in full for such shares and has satisfied
such conditions that may be imposed by the Grantor with respect to the withholding of taxes.


 


Subject to the terms and conditions
hereof, the Options shall be exercisable by notice to the Grantor on the form provided by the Grantor, a copy of which is attached hereto.
In the event that the Options are being exercised by any person or persons other than the Optionee, the notice shall be accompanied by
proof, satisfactory to the Grantor, of the right of such person or persons to exercise any right under this Agreement and the Plan.


 


5.    Termination
of Employment.


 


(a)    In
the event that the employment of Optionee terminates (otherwise than by reason of his death or “total disability” (as defined
in the Plan) or for Cause (as defined below), the Option may be exercised (if and to the extent that the Optionee was entitled to do so
at the date of termination of his employment) at any time within three months after such termination, but in no event after the expiration
of the term of the Option.


 


(b)    In
the event that the employment of the Optionee shall terminate for cause, the Option shall be cancelled immediately. Termination “for
cause” shall mean dismissal for commission of any act of a theft, embezzlement or fraud involving the Grantor or any member of the
Parent Participating Group or otherwise, or a breach of fiduciary duty to the Grantor or any member of the Parent Participating Group.
If the employment of the Optionee shall be suspended pending an investigation of whether or not the Optionee shall be terminated for cause,
all of the Optionee’s rights under the Option granted hereunder likewise shall be suspended during the period of investigation.


 


(c)    In
the event of the death or total disability of the Optionee while an employee of Grantor or within three months after the termination of
this employment with the Grantor, the Option may be exercised (if and to the extent that the deceased Optionee was entitled to do so at
the date of his death or total disability) by a legatee or legatees of the Optionee under such Optionee’s last will and testament
or by his personal representatives or distributees, at any time within twelve months after his death or total disability (or such longer
period of time as determined by the Board in its discretion), but in no event after the expiration of the term of the Option.


 


6.    Assignability
of the Option.


 


Except as specifically
provided herein, the Optionee may not give, grant, sell, exchange, transfer legal title, pledge, assign or otherwise encumber or dispose
of the Option herein granted or any interest therein (whether by operation of law or otherwise) and shall not be subject to execution,
attachment or similar process, otherwise than by will or the laws of descent and distribution, and the Option herein granted shall be
exercisable in whole or in part during the Optionee’s lifetime only by the Optionee or his guardian or legal representative. Upon
any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Option or any right or privilege conferred by this Option
contrary to the provisions of this Option or the Plan, or upon the levy of any attachment or similar process on the rights and privileges
conferred by this Option shall be null and void and this Option and the rights and privileges conferred by this Option shall immediately
terminate and become null and void.


 






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7.    Stock
as Investment.


 


By accepting the Option herein
granted, the Optionee agrees for himself and his heirs and legatees that, unless the Shares are sold pursuant to an effective registration
statement under the Securities Act of 1933 (the “Securities Act”) or an exemption from registration, all Shares purchased
hereunder shall be acquired for investment purposes only and not for sale or distribution, and upon the issuance of any or all of the
Shares issuable under the Option, the Optionee, or his heirs or legatees receiving such Shares, shall deliver to the Grantor a representation
in writing, that unless such Shares have been registered for resale they are being acquired in good faith for investment purposes only
and not for sale or distribution. Grantor may place a “stop transfer” order with respect to such Shares with its transfer
agent and place an appropriate restrictive legend on the stock certificate evidencing such Shares.


 


8.    Restriction
on Issuance of Shares.


 


The Grantor shall not be required
to issue or deliver any certificate for Shares purchased upon the exercise of the Option unless (a) the issuance of such Shares has been
registered with the Securities and Exchange Commission under the Securities Act, or counsel to the Grantor shall have given an opinion
that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body
having jurisdiction thereof; and (c) permission for the listing of such shares shall have been given by any national securities exchange
on which the Ordinary Shares of the Grantor is at the time of issuance listed.


 


9.    Adjustment
on Changes in Capitalization.


 


(a)    In
the event of changes in the outstanding Ordinary Shares of the Grantor by reason of stock dividends, stock splits, reverse stock splits,
recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations or liquidations, the number
of ordinary shares as to which the Option may be exercised shall be correspondingly adjusted by the Grantor, and the Purchase Price shall
be adjusted so that the product of the Purchase Price immediately after such event multiplied by the number of options subject to this
Agreement immediately after such event shall be equal to the product of the Purchase Price multiplied by the number of Shares subject
to this Agreement immediately prior to the occurrence of such event.


 


(b)    In
the event of any consolidation or merger of the Grantor with or into another company, or the conveyance of all or substantially all of
the assets of the Grantor to another company for solely stock and/or securities, the unexercised portion of the Option granted hereunder
shall upon exercise thereafter entitle the holder thereof to such number of Shares or other securities or property to which a holder of
Shares would have been entitled to upon such consolidation, merger or conveyance; and in any such case appropriate adjustment, as determined
by the Board (or the board of directors of a successor entity) shall be made as set forth above with respect to any future changes in
the capitalization of the Grantor or its successor entity.


 


(c)    Any
adjustment in the number of Shares shall apply proportionately to only the unexercised portion of the Options granted hereunder. If fractions
of a Share would result from any such adjustment, the Grantor (or successor entity) may, but is not required to, issue fractional shares
in accordance with the laws of the Cayman Islands.


 


10.    Rights
of Optionee.


 


The grant of the Option (or
any other Option under this Agreement or any other agreement) in any year shall give the Optionee neither any right to similar grants
in future years nor any right to be retained in the Service of the Grantor, such Service being terminable to the same extent as if the
Plan and this Agreement were not in effect. The right and power of the Grantor to dismiss or discharge any employee is specifically and
unqualifiedly unimpaired by this Agreement. Neither the Optionee nor any other person legally entitled to exercise any rights under this
Agreement shall be entitled to any of the rights or privileges of a stockholder of the Grantor with respect to any Shares which may be
issuable upon any exercise pursuant to this Agreement, unless and until the stock records of the Grantor reflect the issuance of such
Shares.


 






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11.    Notices.


 


Each notice or other communication
relating to this Agreement shall be in writing and delivered in person or by registered mail to the Grantor at its office, 33 Irving Place,
New York, NY 10003, to the attention of the Corporate Secretary. All notices to the Optionee or other person or persons then entitled
to exercise any right pursuant to this Agreement shall be delivered to the Optionee or such other person or persons at the Optionee’s
address specified below the Optionee’s signature to this Agreement or at such other address as the Optionee or such other person
may specify in writing to the Grantor by a notice delivered in accordance with this paragraph.


 


12.    Effect
Upon Employment.


 


This Agreement does not give
Optionee any right to continued employment by the Grantor.


 


13.    Binding
Effect.


 


Except as herein otherwise
expressly provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors legal representatives
and assigns.


 


14.    Agreement
Subject to Plan.


 


Notwithstanding anything contained
herein to the contrary, this Agreement is subject to, and shall be construed in accordance with, the terms of the Plan, which is incorporated
by reference herein and made a part of this Agreement as if fully set forth herein. The Optionee acknowledges receipt of a copy of the
Plan. In the event of any inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall govern.


 


15.    Miscellaneous.


 


This Agreement shall be construed
under the laws of the Cayman Islands, without application to the principles of conflicts of laws. Headings have been included herein for
convenience of reference only and shall not be deemed a part of the Agreement.


 




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IN WITNESS WHEREOF,
the parties hereto have executed this Incentive Stock Option Agreement as of the day and year first above written.


 





	 	BIT DIGITAL, INC.
	 	 
	 	By:	                 
	 	Name:
	 	Title:
	 	 
	 	OPTIONEE
	 	 
	 	 
	 	Name:
	 	 
	 	Optionee Address:
	 	 
	 	 
	 	 
	 	Optionee Social Security No.:
	 	 


 




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EXHIBIT A


 


NOTICE OF EXERCISE OF STOCK
OPTION TO PURCHASE

ORDINARY SHARES OF BIT DIGITAL, INC.


 


 


Name _____________________


 


Address ___________________


__________________________


 


Date ______________________


 


Bit Digital, Inc.


33 Irving Place

New York, NY 10003

Attention: Corporate Secretary






 


Re: Exercise of Stock Option


 


Gentlemen:


 


Reference is hereby made to
the Bit Digital, Inc. 2021 Second Omnibus Equity Incentive Plan (the “Plan”) and that certain Stock Option Agreement
between me and Bit Digital, Inc., dated as of _________, 20__ (the “Agreement”). Capitalized terms not defined
in this notice shall have the respective meanings ascribed to them in the Plan or the Agreement.


 


Subject to acceptance hereof
in writing by the Company pursuant to the provisions of the Plan, I hereby elect to exercise options to purchase the number of shares
set forth on the signature page of this notice.


 


(Please check one of the following):


 


_____ Enclosed is a check
in the amount of $_________, representing the aggregate Purchase Price, payable to the order of Bit Digital, Inc. If applicable, I have
also enclosed a check payable to Bit Digital, Inc. representing payment of applicable withholding taxes.


 


_____ Enclosed are shares
of Stock having a Fair Market Value equal to the aggregate Purchase Price.


 


_____ Enclosed is a copy of
irrevocable instructions I have given to my stockbroker in connection with a Cashless Exercise.


 


_____ I hereby elect to have
the Company perform a “net issue exercise” in accordance with Section 6.5 of the Plan.


 


As soon as the Stock Certificate
or book entry is registered in my name, please deliver it to me at the above address.


 


Unless the issuance of the
Stock being purchased by me pursuant to the Agreement are subject to an effective registration statement under the Securities Act, I understand
that I will be asked to execute and deliver to the Company supplemental investment representations prior to being issued any Stock.


 


	 	Very truly yours,
	 	 
	 	 








 






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AGREED TO AND ACCEPTED:


 


BIT DIGITAL, INC.


 


	By:	 	 
	Title:	 	 







 


Number of Shares Exercised: ______________________


 


Number of Shares Remaining:  ______________________


 


Date: ___________________





 


 


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