Exhibit 4.2


 


Execution Version


 


NEITHER THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER
SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING
SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE
UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS
NOTE.


 


THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE
DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), LUCAS WANG, A REPRESENTATIVE OF THE COMPANY HEREOF
WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED
IN TREASURY REGULATION §1.1275-3(b)(1)(i). LUCAS WANG MAY BE REACHED AT TELEPHONE NUMBER (347)556-4747.


 


BIT
ORIGIN LTD


 


SENIOR
SECURED CONVERTIBLE NOTE


 


	Issuance Date: October 21, 2022	 	Original Principal Amount:
	 	 	U.S.$2,100,000




 


FOR VALUE RECEIVED, Bit
Origin Ltd, a Cayman Islands exempted company (the “Company”), hereby promises to pay to the order of [NAME] or its
registered assigns (“Holder”) the amount set forth above as the Original Principal Amount (as reduced pursuant to the
terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity
Date, on any Amortization Date with respect to the Amortization Amount due on such Amortization Date (each as defined below) or upon acceleration,
redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any
outstanding Principal at the applicable Interest Rate (as defined below) from the date set forth above as the Issuance Date (the “Issuance
Date”) until the same becomes due and payable, whether upon the Maturity Date, on any Amortization Date with respect to the
Amortization Amount due on such Amortization Date or upon acceleration, conversion, redemption or otherwise (in each case in accordance
with the terms hereof). This Senior Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer
or replacement hereof, this “Note”) is one of an issue of Senior Secured Convertible Notes issued pursuant to the Securities
Purchase Agreement, dated as of October 21, 2022 (the “Subscription Date”), by and among the Company and the investors
(the “Buyers”) referred to therein, as amended from time to time (collectively, the “Notes”, and
such other Senior Secured Convertible Notes, the “Other Notes”). Certain capitalized terms used herein are defined
in Section 33.


  






     


     


    

 


1.            PAYMENTS
OF PRINCIPAL. On each Amortization Date, the Company shall pay to the Holder an amount equal to the Amortization Amount due on such
Amortization Date in accordance with Section 9. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing
all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges (as defined in Section 26(c)) on such
Principal and Interest. Other than as specifically permitted by this Note, the Company may not prepay any portion of the outstanding
Principal, accrued and unpaid Interest or accrued and unpaid Late Charges on Principal and Interest, if any.


 


		2.	INTEREST;
                                            INTEREST RATE.



 


(a)            Interest
on this Note shall commence accruing on the Issuance Date and shall accrue on all outstanding principal amounts and shall be computed
on the basis of a 360-day year and twelve 30-day months and shall be payable in arrears on the first calendar day of each calendar quarter
(each, an “Interest Date”) with the first Interest Date being January 2, 2023. Interest shall be payable on each
Interest Date, to the record holder of this Note on the applicable Interest Date, in Ordinary Shares (“Interest Shares”)
so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the
Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or in a combination of Cash Interest and Interest
Shares. The Company shall deliver a written notice (each, an “Interest Election Notice”) to each holder of the Notes
on or prior to the sixth (6th) Trading Day prior to the applicable Interest Date (the date such notice is delivered to all
of the holders of Notes, the “Interest Notice Date”) which notice (i) either (A) confirms that Interest
to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as Cash Interest or a combination
of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest,
if any, that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions Failure. If an Equity
Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest,
the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as
Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice
Date but an Equity Conditions Failure occurs at any time prior to the Interest Date, (A) the Company shall provide the Holder a
subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash.
Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded
to the nearest whole share in accordance with Section 3(a)) of Ordinary Shares equal to the quotient of (1) the amount of Interest
payable on such Interest Date less any Cash Interest paid and (2) the Interest Conversion Price in effect on the applicable Interest
Date.


 






    2


     


    

 


(b)            When
any Interest Shares are to be paid on an Interest Date, the Company shall (i) (A) provided that the Company’s transfer
agent (the “Transfer Agent”) is participating in the Depository Trust Company (“DTC”) Fast Automated
Securities Transfer Program (“FAST”), credit such aggregate number of Interest Shares to which the Holder shall be
entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or
(B) if the Transfer Agent is not participating in FAST, issue and deliver on the applicable Interest Date, to the address set forth
in the register maintained by the Company for such purpose pursuant to the Securities Purchase Agreement or to such address as specified
by the Holder in writing to the Company at least two (2) Business Days prior to the applicable Interest Date, a certificate, registered
in the name of the Holder or its designee, for the number of Interest Shares to which the Holder shall be entitled and (ii) with
respect to each Interest Date, pay to the Holder, in cash by wire transfer of immediately available funds, the amount of any Cash Interest;
provided further, that, in the event of the Conversion Floor Price Condition, on the applicable Interest Date the Company shall also
deliver to the Holder the applicable Interest Floor Amount.


 


(c)            Prior
to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate on all outstanding principal
amounts and be payable by way of inclusion of the Interest in the Conversion Amount on each Conversion Date in accordance with Section 3(b)(i) or
upon any redemption in accordance with Section 13 or any required payment upon any Bankruptcy Event of Default. From and after the
occurrence and during the continuance of any Event of Default, the Interest Rate shall automatically be adjusted on each Trading Day
in which an Event of Default is continuing to the sum of (x) the Interest Rate then in effect on such date of determination and
(y) five percent (5.0%) per annum (the “Default Rate”). In the event that such Event of Default is subsequently
cured (and no other Event of Default then exists, including, without limitation, for the Company’s failure to pay such Interest
at the Default Rate on the applicable Interest Date), the adjustment referred to in the preceding sentence shall cease to be effective
as of the calendar day immediately following the date of such cure; provided that the Interest as calculated and unpaid at such increased
rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence
of such Event of Default through and including the date of such cure of such Event of Default.


 


3.            CONVERSION
OF NOTES. At any time after April 21, 2023 (or such earlier date as the Company shall permit with respect to all holders of
Notes then outstanding, as evidenced by a written notice to all holders of Notes, which may be an e-mail, the “Initial Conversion
Eligibility Date”), this Note shall be convertible into validly issued, fully paid and non-assessable Ordinary Shares (as defined
below), on the terms and conditions set forth in this Section 3.


 


(a)            Conversion
Right. Subject to the provisions of Section 3(d), at any time or times on or after Initial Conversion Eligibility Date, the
Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into validly issued,
fully paid and non-assessable Ordinary Shares in accordance with Section 3(c), at the Conversion Rate (as defined below). The Company
shall not issue any fraction of an Ordinary Share upon any conversion. If the issuance would result in the issuance of a fraction of
an Ordinary Share, the Company shall round such fraction of an Ordinary Share up to the nearest whole share. The Company shall pay any
and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer
Agent (as defined below)) that may be payable with respect to the issuance and delivery of Ordinary Shares upon conversion of any Conversion
Amount.




 






    3


     


    

 


(b)            Conversion
Rate. The number of Ordinary Shares issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall be
determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).


 


(i)        “Conversion
Amount” means the sum of (x) portion of the Principal to be converted, redeemed or otherwise with respect to which this
determination is being made and (y) all accrued and unpaid Interest with respect to such portion of the Principal amount and accrued
and unpaid Late Charges with respect to such portion of such Principal and such Interest, if any.


 


(ii)       “Conversion
Price” means, as of any Conversion Date or other date of determination, $0.33, subject to adjustment as provided herein.


 


(c)            Mechanics
of Conversion.


 


(i)       Optional
Conversion. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”), the Holder
shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy
of an executed notice of conversion in the form attached hereto as Exhibit I (each, a “Conversion Notice”)
to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as
aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or
an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 20(b)).
On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by electronic
mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and
representation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 or an effective and available registration
statement (each, an “Acknowledgement”) to the Holder and the Transfer Agent which confirmation shall constitute an
instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2nd)
Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the
1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion Date of
such Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”), the Company shall
(1) provided that the Transfer Agent is participating in FAST, credit such aggregate number of Ordinary Shares to which the Holder
shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal
at Custodian system or (2) if the Transfer Agent is not participating in FAST, upon the request of the Holder, issue and deliver
(via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the
Holder or its designee, for the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this
Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater
than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later
than two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee)
a new Note (in accordance with Section 20(d)) representing the outstanding Principal not converted. The Person or Persons entitled
to receive the Ordinary Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders
of such Ordinary Shares on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, the Principal amount
converted shall be deducted from the Amortization Amount(s) relating to the Amortization Date(s) as set forth in the applicable
Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, after the effective
date of the Registration Statement (as defined in the Registration Rights Agreement) and prior to the Holder’s receipt of the notice
of a Grace Period (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended
Ordinary Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration
Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included
as part of the particular Registration Statement to the extent applicable, and for which the Holder has not yet settled.


 






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(ii)       Company’s
Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery
Deadline, either (I) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a
certificate for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares on the Company’s
share register or, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s
designee with DTC for such number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion of this Note
(as the case may be) or (II) if the Registration Statement covering the resale of the Ordinary Shares that are the subject of the
Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion
Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so
notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive legend by crediting such aggregate
number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s or its designee’s balance
account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is
hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion
Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder
on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 2%
of the product of (A) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline
and to which the Holder is entitled, multiplied by (B) any trading price of the Ordinary Shares selected by the Holder in writing
as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline
and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned
(as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding
of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of
such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery
Deadline either (A) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder
(or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, if the Transfer Agent is
participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder or the Holder’s designee with
DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the
Company’s obligation pursuant to clause (II) below or (B) a Notice Failure occurs, and if on or after such Share Delivery
Deadline the Holder acquires (in an open market transaction, stock loan or otherwise) Ordinary Shares corresponding to all or any portion
of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received
from the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then, in
addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s
request and in the Holder’s discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total
purchase price (including brokerage commissions, stock loan costs and other out-of-pocket expenses, if any) for the Ordinary Shares so
acquired (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”),
at which point the Company’s obligation to so issue and deliver such certificate (and to issue such Ordinary Shares) or credit
the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Ordinary Shares to which
the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Ordinary Shares) shall terminate,
or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Ordinary
Shares or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Ordinary
Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in
an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares multiplied by
(y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of the applicable
Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”).
Nothing shall limit the 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
certificates representing Ordinary Shares (or to electronically deliver such Ordinary Shares) upon the conversion of this Note as required
pursuant to the terms hereof.


 






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(iii)       Registration;
Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the names and addresses
of the holders of each Note and the principal amount of the Notes held by such holders (the “Registered Notes”). The
entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders of the Notes
shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes (including, without limitation,
the right to receive payments of Principal and Interest hereunder) notwithstanding notice to the contrary. A Registered Note may be assigned,
transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written
request to assign, transfer or sell all or part of any Registered Note by the registered holder thereof, the Company shall record the
information contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the
principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 20, provided that
if the Company does not so record an assignment, transfer or sale (as the case may be) of all or part of any Registered Note within two
(2) Business Days of such a request, then the Register shall be automatically deemed updated to reflect such assignment, transfer
or sale (as the case may be). Notwithstanding anything to the contrary set forth in this Section 3, following conversion of any
portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company
unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to
the Company following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with
prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender
of this Note. The Holder and the Company shall maintain records showing the Principal, Interest and Late Charges converted and/or
paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably
satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does
not update the Register to record such Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates
of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall
be automatically deemed updated to reflect such occurrence.


 


(iv)       Pro
Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one holder of Notes for the
same Conversion Date and the Company can convert some, but not all, of such portions of the Notes submitted for conversion, the Company,
subject to Section 3(d), shall convert from each holder of Notes electing to have Notes converted on such date a pro rata amount
of such holder’s portion of its Notes submitted for conversion based on the principal amount of Notes submitted for conversion
on such date by such holder relative to the aggregate principal amount of all Notes submitted for conversion on such date. In the event
of a dispute as to the number of Ordinary Shares issuable to the Holder in connection with a conversion of this Note, the Company shall
issue to the Holder the number of Ordinary Shares not in dispute and resolve such dispute in accordance with Section 25.


 






    6


     


    

 


(d)       Limitations
on Conversions. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right
to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void
and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution
Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding
immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially
owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution
Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to which the determination of such sentence
is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion
of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised
or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred
shares or warrants, including, without limitation, the Warrants) beneficially owned by the Holder or any other Attribution Party subject
to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d),
beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the
number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage,
the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report
on Form 20-F, Report of Foreign Issuer on Form 6-K or other public filing with the SEC, as the case may be, (y) a more
recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting
forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives
a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding
Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that
such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d),
to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant
to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business
Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the
number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company,
including this Note, by the Holder and any other Attribution Party since the
date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder
upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate,
more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the 1934
Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership
exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio,
and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the
Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery
of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided
that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such
notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution
Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares
issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder
for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to
convert this Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect
to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 3(d) to the extent necessary to correct this paragraph (or any portion
of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3(d) or
to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph
may not be waived and shall apply to a successor holder of this Note.


 






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(e)      
Right of Alternate Conversion Upon an Event of Default.




 


(i)            General.
Subject to Section 3(d), at any time after the occurrence of an Event of Default (regardless of whether such Event of Default has
been cured, or if the Company has delivered an Event of Default Notice to the Holder or if the Holder has delivered an Event of Default
Redemption Notice to the Company or otherwise notified the Company that an Event of Default has occurred), the Holder may, at the Holder’s
option, convert (each, an “Alternate Conversion” and, and the date of such Alternate Conversion, each, an “Alternate
Conversion Date”) all, or any part of, the Conversion Amount (such portion of the Conversion Amount subject to such Alternate
Conversion, each, an “Alternate Conversion Amount”) into Ordinary Shares at the Alternate Conversion Price.


 


(ii)            Mechanics
of Alternate Conversion. On any Alternate Conversion Date, the Holder may voluntarily convert any Alternate Conversion Amount pursuant
to Section 3(c) (with “Alternate Conversion Price” replacing “Conversion Price” for all purposes hereunder
with respect to such Alternate Conversion and with “Redemption Premium of the Conversion Amount” replacing “Conversion
Amount” in clause (x) of the definition of Conversion Rate above with respect to such Alternate Conversion) by designating
in the Conversion Notice delivered pursuant to this Section 3(e) of this Note that the Holder is electing to use the Alternate
Conversion Price for such conversion; provided that in the event of the Conversion Floor Price Condition, on the applicable Alternate
Conversion Date the Company shall also deliver to the Holder the applicable Alternate Conversion Floor Amount. Notwithstanding anything
to the contrary in this Section 3(e), but subject to Section 3(d), until the Company delivers Ordinary Shares representing
the applicable Alternate Conversion Amount to the Holder, such Alternate Conversion Amount may be converted by the Holder into Ordinary
Shares pursuant to Section 3(c) without regard to this Section 3(e).


 


4.       RIGHTS
UPON EVENT OF DEFAULT.




 


(a)            Event
of Default. Each of the following events shall constitute an “Event of Default” and each of the events in clauses
(ix), (x) and (xi) shall constitute a “Bankruptcy Event of Default”:


 


(i)       the
failure of the applicable Registration Statement (as defined in the Registration Rights Agreement) to be filed with the SEC on or prior
to the date that is five (5) days after the applicable Filing Deadline (as defined in the Registration Rights Agreement) or the
failure of the applicable Registration Statement to be declared effective by the SEC on or prior to the date that is five (5) days
after the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement);


 


(ii)      while
the applicable Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement,
the effectiveness of the applicable Registration Statement lapses for any reason (including, without limitation, the issuance of a stop
order) or such Registration Statement (or the prospectus contained therein) is unavailable to any holder of Registrable Securities (as
defined in the Registration Rights Agreement) for sale of all of such holder’s Registrable Securities in accordance with the terms
of the Registration Rights Agreement, and such lapse or unavailability continues for a period of five (5) consecutive days or for
more than an aggregate of ten (10) days in any 365-day period (excluding days during an Allowable Grace Period (as defined in the
Registration Rights Agreement));


 


(iii)      the
suspension (or threatened suspension) from trading or the failure (or threatened failure) of the Ordinary Shares to be trading or listed
(as applicable) on an Eligible Market for a period of five (5) consecutive Trading Days;


 


(iv)      the
Company’s (A) failure to cure a Conversion Failure or a Delivery Failure (as defined in the Warrants) by delivery of the required
number of Ordinary Shares within five (5) Trading Days after the applicable Conversion Date or exercise date (as the case may be)
or (B) notice, written or oral, to any holder of the Notes or Warrants, including, without limitation, by way of public announcement
or through any of its agents, at any time, of its intention not to comply, as required, with a request for conversion of any Notes into
Ordinary Shares that is requested in accordance with the provisions of the Notes, other than pursuant to Section 3(d), or a request
for exercise of any Warrants for Ordinary Shares in accordance with the provisions of the Warrants;


 






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(v)      except
to the extent the Company is in compliance with Section 12(b) below, at any time following the tenth (10th)
consecutive day that the Holder’s Authorized Share Allocation (as defined in Section 12(a) below) is less than the sum
of (A) the number of Ordinary Shares that the Holder would be entitled to receive upon a conversion of the full Conversion Amount
of this Note (without regard to any limitations on conversion set forth in Section 3(d) or otherwise), and (B) the number
of Ordinary Shares that the Holder would be entitled to receive upon exercise in full of the Holder’s Warrants (without regard
to any limitations on exercise set forth in the Warrants);


 


(vi)      the
Company’s or any Subsidiary’s failure to pay to the Holder any amount of Principal, Interest, Late Charges or other
amounts when and as due under this Note (including, without limitation, the Company’s or any Subsidiary’s failure to pay
any redemption payments or amounts hereunder) or any other Transaction Document (as defined in the Securities Purchase Agreement) or
any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and
thereby, except, in the case of a failure to pay Interest and Late Charges when and as due, in which case only if such failure remains
uncured for a period of at least two (2) Trading Days;


 


(vii)      the
Company fails to remove any restrictive legend on any certificate or any Ordinary Shares issued to the Holder upon conversion or exercise
(as the case may be) of any Securities (as defined in the Securities Purchase Agreement) acquired by the Holder under the Securities
Purchase Agreement (including this Note) as and when required by such Securities or the Securities Purchase Agreement, unless otherwise
then prohibited by applicable federal securities laws, and any such failure remains uncured for at least five (5) days;


 


(viii)      the
occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $250,000 of Indebtedness
(as defined in the Securities Purchase Agreement) of the Company or any of its Subsidiaries, other than with respect to any Other Notes;


 


(ix)      bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or against
the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third party, shall not be dismissed within
thirty (30) days of their initiation;


 


(x)      the
commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy,
insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company or any Subsidiary in an involuntary
case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to
the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or any Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of
creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or
the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the
Company or any Subsidiary in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial
Code foreclosure sale or any other similar action under federal, state or foreign law;


 






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(xi)      the
entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of a voluntary
or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar
law or (ii) a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt or insolvent,
or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect
of the Company or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other
similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company
or any Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance
of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed
and in effect for a period of thirty (30) consecutive days;


 


(xii)      a
final judgment or judgments for the payment of money aggregating in excess of $250,000 are rendered against the Company and/or any of
its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed
pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any judgment which
is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $250,000 amount set forth
above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement
shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company
or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance
of such judgment;


 


(xiii)      the
Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace
period, any payment with respect to any Indebtedness in excess of $250,000 due to any third party (other than, with respect to unsecured
Indebtedness only, payments contested by the Company and/or such Subsidiary (as the case may be) in good faith by proper proceedings
and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP) or is otherwise in breach
or violation of any agreement for monies owed or owing in an amount in excess of $250,000, which breach or violation permits the other
party thereto to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance
or event that would, with or without the passage of time or the giving of notice, result in a default or event of default under any agreement
binding the Company or any Subsidiary, which default or event of default would or is likely to have a material adverse effect on the
business, assets, operations (including results thereof), liabilities, properties, condition (including financial condition) or prospects
of the Company or any of its Subsidiaries, individually or in the aggregate;


 


(xiv)      other
than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches any representation
or warranty, or any covenant or other term or condition of any Transaction Document, except, in the case of a breach of a covenant or
other term or condition that is curable, only if such breach remains uncured for a period of two (2) consecutive Trading Days;


 






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(xv)      a
false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that either (A) the Equity
Conditions are satisfied, (B) there has been no Equity Conditions Failure, or (C) as to whether any Event of Default has occurred;


 


(xvi)      any
breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 15 of this Note;


 


(xvii)      any
Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs;


 


(xviii)      any
provision of any Transaction Document (including, without limitation, the Security Documents and the Guaranties) shall at any time for
any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the parties thereto,
or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by the Company
or any Subsidiary or any governmental authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability
thereof, or the Company or any Subsidiary shall deny in writing that it has any liability or obligation purported to be created under
any Transaction Document (including, without limitation, the Security Documents and the Guaranties);


 


(xix)       any
Security Document shall for any reason fail or cease to create a separate valid and perfected and, except to the extent permitted by
the terms hereof or thereof, first priority Lien (as defined in the Securities Purchase Agreement) on the Collateral (as defined in the
Security Documents) in favor of the Collateral Agent (as defined in the Securities Purchase Agreement) or any material provision of any
Security Document shall at any time for any reason cease to be valid and binding on or enforceable against the Company or the validity
or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by the Company or any governmental
authority having jurisdiction over the Company, seeking to establish the invalidity or unenforceability thereof;


 


(xx)      any
material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor dispute,
embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than fifteen (15) consecutive days, the cessation
or substantial curtailment of revenue producing activities at any facility of the Company or any Subsidiary, if any such event or circumstance
could have a Material Adverse Effect; or


 


(xxi)      any
Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes.


 






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(b)       Notice
of an Event of Default; Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note,
the Company shall within one (1) Business Day deliver written notice thereof via electronic mail and overnight courier (with next
day delivery specified) (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s
receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem
(regardless of whether such Event of Default has been cured) all or any portion of this Note by delivering written notice thereof (the
 “Event of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the
portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this
Section 4(b) shall be redeemed by the Company at a price equal to the greater of (i) the product of (A) the Conversion
Amount to be redeemed multiplied by (B) the Redemption Premium and (ii) the product of (X) the Conversion Rate with respect
to the Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Notice multiplied by (Y) the
product of (1) the Redemption Premium multiplied by (2) the greatest Closing Sale Price of the Ordinary Shares on any Trading
Day during the period commencing on the date immediately preceding such Event of Default and ending on the date the Company makes the
entire payment required to be made under this Section 4(b) (the “Event of Default Redemption Price”). Redemptions
required by this Section 4(b) shall be made in accordance with the provisions of Section 13. To the extent redemptions
required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note
by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 3(e),
but subject to Section 3(d), until the Event of Default Redemption Price (together with any Late Charges thereon) is paid in full,
the Conversion Amount submitted for redemption under this Section 4(b) (together with any Late Charges thereon) may be converted,
in whole or in part, by the Holder into Ordinary Shares pursuant to the terms of this Note. In the event of a partial redemption of this
Note pursuant hereto, the Principal amount redeemed shall be deducted from the Amortization Amount(s) relating to the applicable
Amortization Date(s) as set forth in the Event of Default Redemption Notice. In the event of the Company’s redemption of any
portion of this Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of
the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment
opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be,
and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. Any
redemption upon an Event of Default shall not constitute an election of remedies by the Holder, and all other rights and remedies of
the Holder shall be preserved.


 


(c)       Mandatory
Redemption upon Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, and notwithstanding any conversion
that is then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following the Maturity Date,
the Company shall immediately pay to the Holder an amount in cash representing (i) all outstanding Principal, accrued and unpaid
Interest and accrued and unpaid Late Charges on such Principal and Interest, multiplied by (ii) the Redemption Premium, in addition
to any and all other amounts due hereunder, without the requirement for any notice or demand or other action by the Holder or any other
person or entity, provided that the Holder may, in its sole discretion, waive such right to receive payment upon a Bankruptcy Event of
Default, in whole or in part, and any such waiver shall not affect any other rights of the Holder hereunder, including any other rights
in respect of such Bankruptcy Event of Default, any right to conversion, and any right to payment of the Event of Default Redemption
Price or any other Redemption Price, as applicable.


 






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5.            RIGHTS
UPON FUNDAMENTAL TRANSACTION.


 


(a)       Assumption.
The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in writing all
of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 5(a) pursuant
to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction,
including agreements to deliver to each holder of Notes in exchange for such Notes a security of the Successor Entity evidenced by a
written instrument substantially similar in form and substance to the Notes, including, without limitation, having a principal amount
and interest rate equal to the principal amounts then outstanding and the interest rates of the Notes held by such holder, having similar
conversion rights as the Notes and having similar ranking and security to the Notes, and satisfactory to the Holder and (ii) the
Successor Entity (including its Parent Entity) is a publicly traded corporation whose common equity is quoted on or listed for trading
on an Eligible Market. Upon the occurrence of any 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 Note and the other Transaction Documents
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 Note and the other Transaction Documents with the same effect as if
such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall
deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation
of such Fundamental Transaction, in lieu of the Ordinary Shares (or other securities, cash, assets or other property (except such items
still issuable under Sections 6 and 17, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption
of the Notes prior to such Fundamental Transaction, such shares of the publicly traded common equity (or their equivalent) of the Successor
Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction
had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of
this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole
option, by delivery of written notice to the Company to waive this Section 5(a) to permit the Fundamental Transaction without
the assumption of this Note. The provisions of this Section 5 shall apply similarly and equally to successive Fundamental Transactions
and shall be applied without regard to any limitations on the conversion of this Note.


 


(b)      
Notice of a Change of Control; Redemption Right. No sooner than twenty (20) Trading
Days nor later than ten (10) Trading Days prior to the consummation of a Change of Control (the “Change of Control Date”),
but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via electronic mail
and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning after
the Holder’s receipt of a Change of Control Notice or the Holder becoming aware of a Change of Control if a Change of Control Notice
is not delivered to the Holder in accordance with the immediately preceding sentence (as applicable) and ending on twenty (20) Trading
Days after the later of (A) the date of consummation of such Change of Control or (B) the date of receipt of such Change of
Control Notice or (C) the date of the announcement of such Change of Control, the Holder may require the Company to redeem all or
any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company,
which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to redeem. The portion of this
Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company in cash at a price equal to the greatest
of (i) the product of (w) the Change of Control Redemption Premium multiplied by (y) the Conversion Amount being redeemed,
(ii) the product of (x) the Change of Control Redemption Premium multiplied by (y) the product of (A) the Conversion
Amount being redeemed multiplied by (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the Ordinary
Shares during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the applicable
Change of Control and (2) the public announcement of such Change of Control and ending on the date the Holder delivers the Change
of Control Redemption Notice by (II) the Conversion Price then in effect and (iii) the product of (y) the Change of Control
Redemption Premium multiplied by (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient
of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per Ordinary Share to be paid
to the holders of the Ordinary Shares upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded
securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the
consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following the public
announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to
the public announcement of such proposed Change of Control) divided by (II) the Conversion Price then in effect (the “Change
of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions
of Section 13 and shall have priority to payments to shareholders in connection with such Change of Control. To the extent redemptions
required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note
by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5,
but subject to Section 3(d), until the Change of Control Redemption Price (together with any Late Charges thereon) is paid in full,
the Conversion Amount submitted for redemption under this Section 5(b) (together with any Late Charges thereon) may be converted,
in whole or in part, by the Holder into Ordinary Shares pursuant to Section 3. In the event of a partial redemption of this Note
pursuant hereto, the Principal amount redeemed shall be deducted from the Amortization Amount(s) relating to the applicable Amortization
Date(s) as set forth in the Change of Control Redemption Notice. In the event of the Company’s redemption of any portion of
this Note under this Section 5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’
inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for
the Holder. Accordingly, any redemption premium due under this Section 5(b) is intended by the parties to be, and shall be
deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.


 






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6.       RIGHTS
UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.


 


(a)      
Purchase Rights. In addition to any adjustments pursuant to Section 7 and 17 below,
if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase shares, warrants, securities
or other property pro rata to all or substantially all of 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 Ordinary Shares acquirable upon complete conversion
of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose
that the Note was converted at the Alternate Conversion Price as of the applicable record date) immediately prior to 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 and the other Attribution
Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of
the Maximum Percentage (and shall not be entitled to beneficial ownership of such Ordinary Shares as a result of such Purchase Right
(and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if
such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days
held in abeyance, if applicable) for the benefit of the Holder until such time or times, if ever, as its right thereto would not result
in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted
such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly
in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended
by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation).


 


(b)       Other
Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental
Transaction pursuant to which holders of Ordinary Shares are entitled to receive securities or other assets with respect to or in exchange
for Ordinary Shares (a “Corporate Event”), the Company shall make appropriate provision to ensure that the Holder
will thereafter have the right to receive upon a conversion of this Note, at the Holder’s option (i) in addition to the Ordinary
Shares receivable upon such conversion, such securities or other assets to which the Holder would have been entitled with respect to
such Ordinary Shares had such Ordinary Shares been held by the Holder upon the consummation of such Corporate Event (without taking into
account any limitations or restrictions on the convertibility of this Note) or (ii) in lieu of the Ordinary Shares otherwise receivable
upon such conversion, such securities or other assets received by the holders of Ordinary Shares in connection with the consummation
of such Corporate Event in such amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion
rights for the form of such consideration (as opposed to Ordinary Shares) at a conversion rate for such consideration commensurate with
the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Holder. The
provisions of this Section 6 shall apply similarly and equally to successive Corporate Events and shall be applied without regard
to any limitations on the conversion or redemption of this Note.


 






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7.            RIGHTS
UPON ISSUANCE OF OTHER SECURITIES.


 


(a)       Adjustment
of Conversion Price upon Issuance of Ordinary Shares. If and whenever on or after the Subscription Date the Company grants, issues
or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 7(a) is deemed to have
granted, issued or sold, any Ordinary Shares (including the granting, issuance or sale of Ordinary Shares owned or held by or for the
account of the Company, but excluding any Excluded Securities granted, issued or sold or deemed to have been granted, issued or sold)
for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect
immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Conversion Price then in effect is referred
to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then, immediately after
such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes
of the foregoing (including, without limitation, determining the adjusted Conversion Price and the New Issuance Price under this Section 7(a)),
the following shall be applicable:


 


(i)       Issuance
of Options. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell) any Options
and the lowest price per share for which one Ordinary Share is at any time issuable upon the exercise of any such Option or upon conversion,
exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof
is less than the Applicable Price, then such Ordinary Share shall be deemed to be outstanding and to have been issued and sold by the
Company at the time of the granting, issuance or sale of such Option for such price per share. For purposes of this Section 7(a)(i),
the “lowest price per share for which one Ordinary Share is at any time issuable upon the exercise of any such Option or upon conversion,
exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof”
shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the
Company with respect to any one Ordinary Share upon the granting, issuance or sale of such Option, upon exercise of such Option and upon
conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms
thereof and (y) the lowest exercise price set forth in such Option for which one Ordinary Share is issuable (or may become issuable
assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible
Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof, minus (2) the sum of all amounts
paid or payable to the holder of such Option (or any other Person) with respect to any one Ordinary Share upon the granting, issuance
or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon
exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration (including, without limitation,
consideration consisting of cash, debt forgiveness, assets or any other property) received or receivable by, or benefit conferred on,
the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price shall be
made upon the actual issuance of such Ordinary Share or of such Convertible Securities upon the exercise of such Options or otherwise
pursuant to the terms thereof or upon the actual issuance of such Ordinary Shares upon conversion, exercise or exchange of such Convertible
Securities.


 






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(ii)       Issuance
of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible
Securities and the lowest price per share for which one Ordinary Share is at any time issuable upon the conversion, exercise or exchange
thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such Ordinary Share shall be deemed to be
outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution of such agreement
to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 7(a)(i),
the “lowest price per share for which one Ordinary Share is at any time issuable upon the conversion, exercise or exchange thereof
or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration
(if any) received or receivable by the Company with respect to one Ordinary Share upon the issuance or sale (or pursuant to the agreement
to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or
otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one
Ordinary Share is issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof
or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security
(or any other Person) with respect to any one Ordinary Share upon the issuance or sale (or the agreement to issue or sell, as applicable)
of such Convertible Security plus the value of any other consideration received or receivable (including, without limitation, any consideration
consisting of cash, debt forgiveness, assets or other property) by, or benefit conferred on, the holder of such Convertible Security
(or any other Person). Except as contemplated below, no further adjustment of the Conversion Price shall be made upon the actual issuance
of such Ordinary Shares upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the terms thereof,
and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of the Conversion
Price has been or is to be made pursuant to other provisions of this Section 7(a), except as contemplated below, no further adjustment
of the Conversion Price shall be made by reason of such issuance or sale.


 


(iii)       Change
in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exercisable or exchangeable for Ordinary Shares increases or decreases at any time (other than proportional
changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 7(b) below), the
Conversion Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price which would have been in
effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration
or increased or decreased conversion rate (as the case may be) at the time initially granted, issued or sold. For purposes of this Section 7(a)(iii),
if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that was outstanding
as of the Subscription Date) are increased or decreased in the manner described in the immediately preceding sentence, then such Option
or Convertible Security and the Ordinary Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have
been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 7(a) shall be made if such
adjustment would result in an increase of the Conversion Price then in effect.


 






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(iv)       Calculation
of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the issuance
or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”,
and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary
Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction,
the aggregate consideration per Ordinary Share with respect to such Primary Security shall be deemed to be the lower of (x) the
purchase price of such Unit, (y) if such Primary Security is an Option and/or Convertible Security, the lowest price per share for
which one Ordinary Share is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 7(a)(i) or
7(a)(ii) above and (z) the average VWAP of the Ordinary Shares on any Trading Day during the five (5) Trading Day period
(the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance
of doubt, if such public announcement is released prior to the opening of the Principal Market on a Trading Day, such Trading Day shall
be the first Trading Day in such five Trading Day period and if this Note is converted, on any given Conversion Date during any such
Adjustment Period, solely with respect to such portion of this Note converted on such applicable Conversion Date, such applicable Adjustment
Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Conversion Date). If any Ordinary Shares,
Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor
will be deemed to be the net amount of consideration received by the Company therefor. If any Ordinary Shares, Options or Convertible
Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the
fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of
consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the
five (5) Trading Days immediately preceding the date of receipt. If any Ordinary Shares, Options or Convertible Securities are issued
to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration
therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable
to such Ordinary Shares, Options or Convertible Securities (as the case may be). The fair value of any consideration other than cash
or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement
within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value
of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following
such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such
appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne
by the Company.


 


(v)       Record
Date. If the Company takes a record of the holders of Ordinary Shares for the purpose of entitling them (A) to receive a dividend
or other distribution payable in Ordinary Shares, Options or in Convertible Securities or (B) to subscribe for or purchase Ordinary
Shares, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale of the Ordinary
Shares deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date
of the granting of such right of subscription or purchase (as the case may be).


 






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(b)            Adjustment
of Conversion Price upon Subdivision or Combination of Ordinary Shares. Without limiting any provision of Section 6, Section 17
or Section 7(a), if the Company at any time on or after the Subscription Date subdivides (by any share split, share dividend, share
combination, recapitalization or other similar transaction) one or more classes of its outstanding Ordinary Shares into a greater number
of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any
provision of Section 6, Section 17 or Section 7(a), if the Company at any time on or after the Subscription Date combines
(by any share split, share dividend, share combination, recapitalization or other similar transaction) one or more classes of its outstanding
Ordinary Shares into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately
increased. Any adjustment pursuant to this Section 7(b) shall become effective immediately after the effective date of such
subdivision or combination. If any event requiring an adjustment under this Section 7(b) occurs during the period that a Conversion
Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately to reflect such event.


 


(c)            Holder’s
Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this Section 7, if the Company
in any manner issues or sells or enters into any agreement to issue or sell, any Ordinary Shares, Options or Convertible Securities (any
such securities, “Variable Price Securities”), after the Subscription Date that are issuable pursuant to such agreement
or convertible into or exchangeable or exercisable for Ordinary Shares at a price which varies or may vary with the market price of the
Ordinary Shares, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary
anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each of the formulations
for such variable price being herein referred to as, the “Variable Price”), the Company shall provide written notice
thereof via electronic mail and overnight courier to the Holder on the date of such agreement and the issuance of such Ordinary Shares,
Convertible Securities or Options. From and after the date the Company enters into such agreement or issues any such Variable Price Securities,
the Holder shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for the Conversion Price
upon conversion of this Note by designating in the Conversion Notice delivered upon any conversion of this Note that solely for purposes
of such conversion the Holder is relying on the Variable Price rather than the Conversion Price then in effect. The Holder’s election
to rely on a Variable Price for a particular conversion of this Note shall not obligate the Holder to rely on a Variable Price for any
future conversion of this Note.


 


(d)            Share
Combination Event Adjustments. If at any time and from time to time on or after the Subscription Date there occurs any share split,
share dividend, share combination recapitalization or other similar transaction involving the Ordinary Shares (each, a “Share
Combination Event”, and such date thereof, the “Share Combination Event Date”) and the Event Market Price
is less than the Conversion Price then in effect (after giving effect to the
adjustment in Section 7(b) above), then on the sixteenth (16th) Trading Day immediately following such Share
Combination Event Date, the Conversion Price then in effect on such sixteenth (16th) Trading Day (after giving effect to the
adjustment in Section 7(b) above) shall be reduced (but in no event increased) to the Event Market Price. For the avoidance
of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase in the Conversion Price hereunder,
no adjustment shall be made.


 






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(e)            Other
Events. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly applicable,
or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions
of this Section 7 but not expressly provided for by such provisions (including, without limitation, the granting of share appreciation
rights, phantom share rights or other rights with equity features), then the Company’s board of directors shall in good faith determine
and implement an appropriate adjustment in the Conversion Price so as to protect the rights of the Holder, provided that no such adjustment
pursuant to this Section 7(e) will increase the Conversion Price as otherwise determined pursuant to this Section 7, provided
further that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution,
then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally
recognized standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose
fees and expenses shall be borne by the Company.


 


(f)            Calculations.
All calculations under this Section 7 shall be made by rounding to the nearest cent or the nearest 1/100th of a share,
as applicable. The number of Ordinary Shares outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an issue or sale of Ordinary Shares.


 


(g)            Voluntary
Adjustment by Company. Subject to the rules and regulations of the Principal Market, the Company may at any time during the
term of this Note, with the prior written consent of the Required Holders (as defined in the Securities Purchase Agreement), reduce the
then current Conversion Price of each of the Notes to any amount and for any period of time deemed appropriate by the board of directors
of the Company.


 


8.       REDEMPTIONS
AT THE COMPANY’S ELECTION.


 


(a)       Company
Optional Redemption. At any time the Company shall have the right to redeem all, but not less than all, of the Conversion Amount
then remaining under this Note (the “Company Optional Redemption Amount”) on the Company Optional Redemption Date
(as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption pursuant to this
Section 8(a) shall be redeemed by the Company in cash at a price (the “Company Optional Redemption Price”)
equal to (i) if the Company Optional Redemption Date is during the first six months following the Issuance Date, 106% of the Conversion
Amount being redeemed as of the Company Optional Redemption Date, or (ii) if the Company Optional Redemption Date is after the first
six months following the Issuance Date, 112% of the Conversion Amount being redeemed as of the Company Optional Redemption Date. The
Company may exercise its right to require redemption under this Section 8(a) by delivering a written notice thereof by electronic
mail and overnight courier to all, but not less than all, of the holders of Notes (the “Company Optional Redemption Notice”
and the date all of the holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”).
The Company may deliver only one Company Optional Redemption Notice hereunder and such Company Optional Redemption Notice shall be irrevocable.
The Company Optional Redemption Notice shall (x) state the date on which the Company Optional Redemption shall occur (the “Company
Optional Redemption Date”) which date shall not be less than forty-five (45) Trading Days nor more than one hundred (100) Trading
Days following the Company Optional Redemption Notice Date, and (y) state the aggregate Conversion Amount of the Notes which is
being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 8
(and analogous provisions under the Other Notes) on the Company Optional Redemption Date. Redemptions made pursuant to this Section 8
shall be made in accordance with Section 13. In the event of the Company’s redemption of any portion of this Note under this
Section 8, the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict
future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly,
any redemption premium due under this Section 8 is intended by the parties to be, and shall be deemed, a reasonable estimate of
the Holder’s actual loss of its investment opportunity and not as a penalty. For the avoidance of doubt, the Company shall have
no right to effect a Company Optional Redemption if any Event of Default has occurred and continuing, but any Event of Default shall
have no effect upon the Holder’s right to convert this Note in its discretion.


 






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(b)       Pro
Rata Redemption Requirement. If the Company elects to cause a Company Optional Redemption of this Note pursuant to Section 8,
then it must simultaneously take the same action with respect to all of the Other Notes.


 


9.
       AMORTIZATION. On each Amortization Date, the Company will redeem in cash (each, an “Amortization”)
the applicable Amortization Amount at a redemption price equal to 100% of such Amortization Amount (the “Amortization Price”).
Notwithstanding the forgoing, if as of the applicable Conversion Date, no Equity Conditions Failure then exists and 90% of the lowest
VWAP of the Ordinary Shares during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately prior
to the applicable Amortization Date (the “Amortization Measurement Price”) is lower than the Conversion Price in effect
as of the Amortization Date and, in accordance with Section 7(g) above, as of on the Amortization Date, if the Company permanently
lowers the Conversion Price to the Amortization Measurement Price, the Company may, but deliver of written notice to the Holder, elect
to defer such Amortization Amount to the next Amortization Date (or to such other Amortization Date as the Holder and the Company may
mutually agree in writing). Redemptions required by this Section 9 shall be made in accordance with the provisions of Section 13.


 


10.      
SUBSEQUENT PLACEMENT OPTIONAL REDEMPTION




 


(a)            General.
At any time from and after (i) the date the Holder becomes aware of the occurrence of a Subsequent Placement (as defined in the
Securities Purchase Agreement) (the “Holder Notice Date”), and (ii) the time of consummation of a Subsequent
Placement (in each case, other than with respect to Excluded Securities (as defined in the Securities Purchase Agreement)) (each, an
 “Eligible Subsequent Placement”), the Holder shall have the right, in its sole discretion, to require that the Company
redeem (each a “Subsequent Placement Optional Redemption”) all, or any portion, of the Conversion Amount under this
Note not in excess of (together with any Subsequent Placement Optional Redemption Amount (as defined in the applicable other Note of
the Holder) of any other Notes of the Holder) the Holder’s Holder Pro Rata Amount of 30% of the gross proceeds of such Eligible
Subsequent Placement (the “Eligible Subsequent Placement Optional Redemption Amount”) by delivering written notice
thereof (an “Subsequent Placement Optional Redemption Notice”) to the Company. Notwithstanding the foregoing, if the
Holder is participating in an Eligible Subsequent Placement, upon the written request of the Holder, the Company shall apply all, or
any part, as set forth in such written request, of any amounts that would otherwise be payable to the Holder in such Subsequent Placement
Optional Redemption, on a dollar-for-dollar basis, against the purchase price of the securities to be purchased by the Holder in such
Eligible Subsequent Placement.


 


(b)            Mechanics.
Each Subsequent Placement Optional Redemption Notice shall indicate that all, or such applicable portion, as set forth in the applicable
Subsequent Placement Optional Redemption Notice, of the Eligible Subsequent Placement Optional Redemption Amount the Holder is electing
to have redeemed (the “Subsequent Placement Optional Redemption Amount”) and the date of such Subsequent Placement
Optional Redemption (the “Subsequent Placement Optional Redemption Date”), which shall be the later of (x) the
fifth (5th) Business Day after the date of the applicable Subsequent Placement Optional Redemption Notice and (y) the
date of the consummation of such Eligible Subsequent Placement. The portion of the Outstanding Value of this Note subject to redemption
pursuant to this Section 9 shall be redeemed by the Company in cash at a price equal to 110% of the Subsequent Placement Optional
Redemption Amount (the “Subsequent Placement Optional Redemption Price”). Redemptions required by this Section 9
shall be made in accordance with the provisions of Section 13.


 






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11.            NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Association (as defined in the Securities
Purchase Agreement), Memorandum of Association (as defined in the Securities Purchase Agreement) or through any reorganization, transfer
of assets, consolidation, merger, scheme of arrangement, 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 Note, and will at all times in good faith carry out all of
the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note. Without limiting
the generality of the foregoing or any other provision of this Note or the other Transaction Documents, the Company (a) shall not
increase the par value of any Ordinary Shares receivable upon conversion of this Note above the Conversion Price then in effect, and
(b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable Ordinary Shares upon the conversion of this Note. Notwithstanding anything herein to the contrary, if after the
six (6) month anniversary of the Issuance Date, the Holder is not permitted to convert this Note in full for any reason (other than
pursuant to restrictions set forth in Section 3(d) hereof), the Company shall use its best efforts to promptly remedy such
failure, including, without limitation, obtaining such consents or approvals as necessary to permit such conversion into Ordinary Shares.


 


12.       RESERVATION
OF AUTHORIZED SHARES.




 


(a)            Reservation.
So long as any Notes remain outstanding, the Company shall at all times reserve at least 200% of the number of Ordinary Shares as shall
from time to time be necessary to effect the conversion, including without limitation, Installment Conversions, Alternate Conversions
and Accelerations, of all of the Notes then outstanding (without regard to any limitations on conversions and assuming such Notes remain
outstanding until the Maturity Date) at the Alternate Conversion Price then in effect (the “Required Reserve Amount”).
The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro
rata among the holders of the Notes based on the original principal amount of the Notes held by each holder on the Closing Date or increase
in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder
shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s
Authorized Share Allocation. Any Ordinary Shares reserved and allocated to any Person which ceases to hold any Notes shall be allocated
to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.


 


(b)            Insufficient
Authorized Shares. If, notwithstanding Section 12(a), and not in limitation thereof, at any time while any of the Notes remain
outstanding the Company does not have a sufficient number of authorized and unreserved Ordinary Shares to satisfy its obligation to reserve
for issuance upon conversion of the Notes at least a number of Ordinary Shares equal to the Required Reserve Amount (an “Authorized
Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized Ordinary
Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Notes then outstanding. Without limiting
the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but
in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its
shareholders for the approval of an increase in the number of authorized Ordinary Shares. In connection with such meeting, the Company
shall provide each shareholder with a proxy statement and shall use its best efforts to solicit its shareholders’ approval of such
increase in authorized Ordinary Shares and to cause its board of directors to recommend to the shareholders that they approve such proposal.
In the event that the Company is prohibited from issuing Ordinary Shares pursuant to the terms of this Note due to the failure by the
Company to have sufficient Ordinary Shares available out of the authorized but unissued Ordinary Shares (such unavailable number of Ordinary
Shares, the “Authorized Failure Shares”), in lieu of delivering such Authorized Failure Shares to the Holder, the
Company shall pay cash in exchange for the redemption of such portion of the Conversion Amount convertible into such Authorized Failure
Shares at a price equal to the sum of (i) the product of (x) such number of Authorized Failure Shares and (y) the greatest
Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date the Holder delivers the applicable
Conversion Notice with respect to such Authorized Failure Shares to the Company and ending on the date of such issuance and payment under
this Section 12(a); and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) Ordinary Shares
to deliver in satisfaction of a sale by the Holder of Authorized Failure Shares, any brokerage commissions and other out-of-pocket expenses,
if any, of the Holder incurred in connection therewith. Nothing contained in Section 12(a) or this Section 12(b) shall
limit any obligations of the Company under any provision of the Securities Purchase Agreement.


 






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13.      
REDEMPTIONS.




 


(a)            Mechanics.
The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within five (5) Business Days after
the Company’s receipt of the Holder’s Event of Default Redemption Notice. If the Holder has submitted a Change of Control
Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to
the Holder in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation
of such Change of Control and within five (5) Business Days after the Company’s receipt of such notice otherwise. The Company
shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date.
The Company shall deliver the applicable Amortization Price to the Holder in cash on the applicable Amortization Date. The Company shall
deliver the applicable Subsequent Placement Optional Redemption Price to the Holder in cash on the applicable Subsequent Placement Optional
Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the Holder is
entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing to
the Company, the applicable Redemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under
such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment
obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note,
the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 20(d)) representing
the outstanding Principal which has not been redeemed. In the event that the Company does not pay the applicable Redemption Price to
the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the
Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this
Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with
any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice
shall be null and void with respect to such Conversion Amount, (y) the Company shall immediately return this Note, or issue a new
Note (in accordance with Section 20(d)), to the Holder, and in each case the principal amount of this Note or such new Note (as
the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case
may be, and as adjusted pursuant to this Section 13, if applicable) minus (2) the Principal portion of the Conversion Amount
submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically
adjusted with respect to each conversion effected thereafter by the Holder to the lowest of (A) the Conversion Price as in effect
on the date on which the applicable Redemption Notice is voided, (B) the greater of (x) the Floor Price and (y) 75% of
the lowest Closing Bid Price of the Ordinary Shares during the period beginning on and including the date on which the applicable Redemption
Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided and (C) the
greater of (x) the Floor Price and (y) 75% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Ordinary
Shares during the twenty (20) consecutive Trading Day period ending and including the applicable Conversion Date divided by (II) five
(5) (it being understood and agreed that all such determinations shall be appropriately adjusted for any share dividend, share split,
share combination or other similar transaction during such period). The Holder’s delivery of a notice voiding a Redemption Notice
and exercise of its rights following such notice shall not affect the Company’s obligations to make any payments of Late Charges
which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such notice.


 


(b)            Redemption
by Other Holders. Upon the Company’s receipt of notice from any of the holders of the Other Notes for redemption or repayment
as a result of an event or occurrence substantially similar to the events or occurrences described in Section 4(b) or Section 5(b) (each,
an “Other Redemption Notice”), the Company shall immediately, but no later than one (1) Business Day of its receipt
thereof, forward to the Holder by electronic mail a copy of such notice. If the Company receives a Redemption Notice and one or more
Other Redemption Notices, during the seven (7) Business Day period beginning on and including the date which is two (2) Business
Days prior to the Company’s receipt of the Holder’s applicable Redemption Notice and ending on and including the date which
is two (2) Business Days after the Company’s receipt of the Holder’s applicable Redemption Notice and the Company is
unable to redeem all principal, interest and other amounts designated in such Redemption Notice and such Other Redemption Notices received
during such seven (7) Business Day period, then the Company shall redeem a pro rata amount from each holder of the Notes (including
the Holder) based on the principal amount of the Notes submitted for redemption pursuant to such Redemption Notice and such Other Redemption
Notices received by the Company during such seven (7) Business Day period.


 






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14.            VOTING
RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law and as expressly provided in
this Note.


 


15.            COVENANTS.
Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with their terms:


 


(a)            Rank.
All payments due under this Note (a) shall rank pari passu with all Other Notes and (b) shall be senior to all other
Indebtedness of the Company and its Subsidiaries (other than Permitted Equipment Indebtedness solely with respect to the Permitted Lien
with respect thereto).


 


(b)            Incurrence
of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, incur
or guarantee, assume or suffer to exist any Indebtedness (other than (i) the Indebtedness evidenced by this Note and the Other Notes
and (ii) other Permitted Indebtedness).


 


(c)            Existence
of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, allow or suffer
to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts
and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other than Permitted
Liens.


 


(d)            Restricted
Payments and Investments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part,
whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other
than the Notes) whether by way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness or make any
Investment, as applicable, if at the time such payment with respect to such Indebtedness and/or Investment, as applicable, is due or
is otherwise made or, after giving effect to such payment, (i) an event constituting an Event of Default has occurred and is continuing
or (ii) an event that with the passage of time and without being cured would constitute an Event of Default has occurred and is
continuing.


 


(e)            Restriction
on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or
indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its share capital.


 


(f)            Restriction
on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights of the Company
or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other than (i) sales,
leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries
in the ordinary course of business consistent with its past practice and (ii) sales of inventory and product (including but not
limited to Bitcoins produced by the Company and its Subsidiaries) in the ordinary course of business.


 






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(g)            Maturity
of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, permit
any Indebtedness of the Company or any of its Subsidiaries to mature or accelerate prior to the Maturity Date.


 


(h)            Change
in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated to
be conducted by the Company and each of its Subsidiaries on the Subscription Date or any business substantially related or incidental
thereto. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, modify its or their
corporate structure or purpose.


 


(i)            Preservation
of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence,
rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing
in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes
such qualification necessary.


 


(j)            Maintenance
of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of
its properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear
and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases to which
it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.


 


(k)            Maintenance
of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary or advisable to
maintain all of the Intellectual Property Rights (as defined in the Securities Purchase Agreement) of the Company and/or any of its Subsidiaries
that are necessary or material to the conduct of its business in full force and effect.


 


(l)            Maintenance
of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain director and officer’s insurance with
responsible and reputable insurance companies or associations in at least an aggregate amount of $1,000,000 (the “Required D&O
Insurance”).


 


(m)            Transactions
with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a party to,
any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of
property or assets of any kind or the rendering of services of any kind) with any affiliate, except transactions in the ordinary course
of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business,
for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s
length transaction with a Person that is not an affiliate thereof, including but not limited to clause (iv) of the definition of
the Permitted Indebtedness.


 


(n)            Restricted
Issuances. The Company shall not, directly or indirectly, without the prior written consent of the holders of a majority in aggregate
principal amount of the Notes then outstanding, (i) issue any Notes (other than as contemplated by the Securities Purchase Agreement
and the Notes) or (ii) issue any other securities that would cause a breach or default under the Notes or the Warrants.


 






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(o)            New
Subsidiaries. Simultaneously with the acquisition or formation of each New Subsidiary, the Company shall cause such New Subsidiary
to execute, and deliver to each holder of Notes, all Security Documents (as defined in the Securities Purchase Agreement) and Guaranties
(as defined in the Securities Purchase Agreement) as requested by the Collateral Agent or the Required Holders, as applicable. The Company
shall also deliver to the Collateral Agent an opinion of counsel to such New Subsidiary that is reasonably satisfactory to the Collateral
Agent and the Required Holders covering such legal matters with respect to such New Subsidiary becoming a guarantor of the Company’s
obligations, executing and delivering the Security Document and the Guaranties and any other matters that the Collateral Agent or the
Required Holders may reasonably request. The Company shall deliver, or cause the applicable Subsidiary to deliver to the Collateral Agent,
each of the physical share certificates of such New Subsidiary, along with undated share powers for each such certificates, executed in
blank (or, if any such shares of share capital are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral
Agent and the Required Holders that the security interest in such uncertificated securities has been transferred to and perfected by the
Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Uniform Commercial Code or any other similar or local or foreign
law that may be applicable).


 


(p)            Change
in Collateral; Collateral Records. The Company shall (i) give the Collateral Agent not less than thirty (30) days’ prior
written notice of any change in the location of any Collateral (as defined in the Security Documents), other than to locations set forth
in the Perfection Certificate (as defined in the Securities Purchase Agreement) hereto and with respect to which the Collateral Agent
has filed financing statements and otherwise fully perfected its Liens thereon, (ii) advise the Collateral Agent promptly, in sufficient
detail, of any material adverse change relating to the type, quantity or quality of the Collateral or the Lien granted thereon and (iii) execute
and deliver, and cause each of its Subsidiaries to execute and deliver, to the Collateral Agent for the benefit of the Holder and holders
of the Other Notes from time to time, solely for the Collateral Agent’s convenience in maintaining a record of Collateral, such
written statements and schedules as the Collateral Agent or any Holder may reasonably require, designating, identifying or describing
the Collateral.


 


(q)            Stay,
Extension and Usury Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever
enacted or in force) that may affect the covenants or the performance of this Note; and (B) expressly waives all benefits or advantages
of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to
the Holder by this Note, but will suffer and permit the execution of every such power as though no such law has been enacted.


 


(r)            Taxes.
The Company and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever (together with any
related interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective
assets or upon their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising
therefrom (except where the failure to pay would not, individually or in the aggregate, have a material effect on the Company
or any of its Subsidiaries ). The Company and its Subsidiaries shall file on or before the due date therefor all personal property
tax returns (except where the failure to file would not, individually or in the aggregate, have a material effect on the Company or
any of its Subsidiaries). Notwithstanding the foregoing, the Company and its Subsidiaries may contest, in good faith and by
appropriate proceedings, taxes for which they maintain adequate reserves therefor in accordance with GAAP.


 






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(s)            Available
Cash Test; Announcement of Operating Results.


 


(i)           Available Cash Test.
At any time any Notes remains outstanding, the Company’s Available Cash and Bitcoin produced by the Company and its Subsidiaries
(excluding any Bitcoin pledged pursuant to any Permitted Pony Indebtedness or any other Indebtedness (other than the Notes)) as of the
last calendar day in each Fiscal Quarter (each, a “Covenant Measuring Date”) shall equal or exceed $600,000 (the “Available
Cash Test”).


 


(ii)          Minimum Revenue.
At any time any Notes remains outstanding, the Company’s Revenue for the quarter as of each Covenant Measuring Date shall equal
or exceed $1,500,000 (the “Revenue Test”, and together with the Available Cash Test, each a “Financial Test”):


 


(iii)         Operating
Results Announcement. Commencing on the initial Covenant Measuring Date, the Company shall publicly disclose and disseminate (such
date, the “Announcement Date”), if any Financial Test has not been satisfied for such Fiscal Quarter or Fiscal Year,
as applicable, a statement to that effect no later than the tenth (10th) day after the
end of such Fiscal Quarter or Fiscal Year, as applicable, and such announcement shall include a statement to the effect that the Company
is (or is not, as applicable) in breach of a Financial Test for such Fiscal Quarter or Fiscal Year, as applicable. On the Announcement
Date, the Company shall also provide to the Holder a certification, executed on behalf of the Company by the Chief Financial Officer
of the Company, certifying that the Company satisfied the Financial Tests for such Fiscal Quarter or Fiscal Year, as applicable, if that
is the case. If the Company has failed to meet one or more Financial Tests for a Fiscal Quarter or Fiscal Year, as applicable, (each
a “Financial Covenant Failure”), on or prior to the Announcement Date, the Company shall provide to the Holders a
written certification, executed on behalf of the Company by the Chief Financial Officer of the Company, certifying that such Financial
Test(s) has not been met for such Fiscal Quarter or Fiscal Year, as applicable (a “Financial Covenant Failure Notice”).
Concurrently with the delivery of each Financial Covenant Failure Notice to the Holders, the Company shall also make publicly available
(as part of a Quarterly Report on Form 10-Q, Annual Report on Form 10-K or on a Current Report on Form 8-K, or otherwise)
the Financial Covenant Failure Notice and the fact that an Event of Default has occurred under the Notes.


 


(t)       Independent
Investigation. At the request of the Holder either (x) at any time when an Event of Default has occurred and is continuing,
(y) upon the occurrence of an event that with the passage of time or giving of notice would constitute an Event of Default or
(z) at any time the Holder reasonably believes an Event of Default may have occurred or be continuing, the Company shall hire
an independent, reputable investment bank selected by the Company and approved by the Holder to investigate as to whether any breach
of this Note has occurred (the “Independent Investigator”). If the Independent Investigator determines that such
breach of this Note has occurred, the Independent Investigator shall notify the Company of such breach and the Company shall deliver
written notice to each holder of a Note of such breach. In connection with such investigation, the Independent Investigator may,
during normal business hours, inspect all contracts, books, records, personnel, offices and other facilities and properties of the
Company and its Subsidiaries and, to the extent available to the Company after the Company uses reasonable efforts to obtain them,
the records of its legal advisors and accountants (including the accountants’ work papers) and any books of account, records,
reports and other papers not contractually required of the Company to be confidential or secret, or subject to attorney-client or
other evidentiary privilege, and the Independent Investigator may make such copies and inspections thereof as the Independent
Investigator may reasonably request. The Company shall furnish the Independent Investigator with such financial and operating data
and other information with respect to the business and properties of the Company as the Independent Investigator may reasonably
request. The Company shall permit the Independent Investigator to discuss the affairs, finances and accounts of the Company with,
and to make proposals and furnish advice with respect thereto to, the Company’s officers, directors, key employees and
independent public accountants or any of them (and by this provision the Company authorizes said accountants to discuss with such
Independent Investigator the finances and affairs of the Company and any Subsidiaries), all at such reasonable times, upon
reasonable notice, and as often as may be reasonably requested. If a breach of this Note or any other Transaction Documents exists
(or the Independent Investigator reasonably determines that the Holder has a reasonable basis to believe a breach of this Note or
any other Transaction Documents existed), the Company shall be responsible for the reasonable fees and expenses of such Independent
Investigator. If a breach of this Note or any other Transaction Documents does not exist and the Independent Investigator reasonably
determines that the Holder did not have reasonable basis to believe a breach of this Note or any other Transaction Documents
existed, the Holder shall be responsible for the reasonable fees and expenses of such Independent Investigator.


 






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16.            SECURITY.
This Note and the Other Notes are secured to the extent and in the manner set forth in the Transaction Documents (including, without limitation,
the Security Agreement, the other Security Documents and the Guaranties).


 


17.             DISTRIBUTION
OF ASSETS. In addition to any adjustments pursuant to Sections 6 and
7, if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any
or all holders of Ordinary Shares, by way of return of capital or otherwise (including without limitation, any distribution of cash,
shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of
arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to such
Distributions as if the Holder had held the number of Ordinary Shares acquirable upon complete conversion of this Note (without
taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note
was converted at the Alternate Conversion Price as of the applicable record date) immediately prior to the date on 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 such Distributions (provided, however, that to the extent that the Holder’s right to participate in any
such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder
shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to
beneficial ownership of such Ordinary Shares as a result of such Distribution (and beneficial ownership) to the extent of any such
excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if
ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at
which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial
Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such
limitation).


 


18.            AMENDING
THE TERMS OF THIS NOTE. Except for Section 3(d), which may not be amended, modified or waived by the parties hereto, the prior
written consent of the Holder shall be required for any change, waiver or amendment to this Note.


 


19.            TRANSFER.
This Note and any Ordinary Shares issued upon conversion of this Note may be offered, sold, assigned or transferred by the Holder without
the consent of the Company, subject only to the provisions of Section 2(g) of the Securities Purchase Agreement.


 


		20.	REISSUANCE OF THIS NOTE.



 


(a)            Transfer.
If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and
deliver upon the order of the Holder a new Note (in accordance with Section 20(d)), registered as the Holder may request, representing
the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new
Note (in accordance with Section 20(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and
any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii) following
conversion or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal
stated on the face of this Note.


 


(b)            Lost,
Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence),
and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable
form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder
a new Note (in accordance with Section 20(d)) representing the outstanding Principal.


 


(c)            Note
Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Note or Notes (in accordance with Section 20(d) and in principal amounts of at least
$1,000) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such
portion of such outstanding Principal as is designated by the Holder at the time of such surrender.


 






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(d)            Issuance of New
Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of
like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or
in the case of a new Note being issued pursuant to Section 20(a) or Section 20(c), the Principal designated by the Holder
which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal
remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated
on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions
as this Note, and (v) shall represent accrued and unpaid Interest and Late Charges on the Principal and Interest of this Note, from
the Issuance Date.


 


21.            REMEDIES,
CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and in
addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree
of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and
consequential damages for any failure by the Company to comply with the terms of this Note. No failure on the part of the Holder to exercise,
and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise
by the Holder of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or
remedy. In addition, the exercise of any right or remedy of the Holder at law or equity or under this Note or any of the documents shall
not be deemed to be an election of Holder’s rights or remedies under such documents or at law or equity. The Company covenants to
the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth
or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received
by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance
thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that
the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened
breach, the Holder shall be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary
and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of
proving actual damages and without posting a bond or other security. The Company shall provide all information and documentation to the
Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of
this Note (including, without limitation, compliance with Section 7).


 


22.            PAYMENT
OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or
enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due
under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of
the Company or other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the
Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy,
reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements. The
Company expressly acknowledges and agrees that no amounts due under this Note shall be affected, or limited, by the fact that the
purchase price paid for this Note was less than the original Principal amount hereof.


 


23.            CONSTRUCTION;
HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial Holder and shall not be construed against
any such Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect
the interpretation of, this Note. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine,
feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”
and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
 “hereunder,” “hereof” and words of like import refer to this entire Note instead of just the provision in which
they are found. Unless expressly indicated otherwise, all section references are to sections of this Note. Terms used in this Note and
not otherwise defined herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on the Closing
Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.


 






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24.            FAILURE
OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized
representative of the waiving party. Notwithstanding the foregoing, nothing contained in this Section 24 shall permit any waiver
of any provision of Section 3(d).


 


		25.	DISPUTE RESOLUTION.



 


		(a)	Submission to Dispute Resolution.



 


(i)            In
the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, an Interest Conversion Price, an Alternate
Conversion Price, a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate or the applicable Redemption Price
(as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or
the Holder (as the case may be) shall submit the dispute to the other party via electronic mail (A) if by the Company, within two
(2) Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder at any time
after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to promptly resolve
such dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such Interest Conversion Price, such
Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic calculation of such Conversion Rate or such applicable
Redemption Price (as the case may be), at any time after the second (2nd) Business Day following such initial notice by the
Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder
may, at its sole option, select an independent, reputable investment bank to resolve such dispute.


 


(ii)            The
Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance
with the first sentence of this Section 25 and (B) written documentation supporting its position with respect to such dispute,
in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date
on which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in
the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”)
(it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation
by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be
entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with
respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was
delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company
and the Holder or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit
any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).


 


(iii)            The
Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the Holder
of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses
of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be final
and binding upon all parties absent manifest error.


 


(b)            Miscellaneous.
The Company expressly acknowledges and agrees that (i) this Section 25 constitutes an agreement to arbitrate between
the Company and the Holder (and constitutes an arbitration agreement) under the Illinois Uniform Arbitration Act, as amended, (ii) a
dispute relating to a Conversion Price includes, without limitation, disputes as to (A) whether an issuance or sale or deemed issuance
or sale of Ordinary Shares occurred under Section 7(a), (B) the consideration per share at which an issuance or deemed issuance
of Ordinary Shares occurred, (C) whether any issuance or sale or deemed issuance or sale of Ordinary Shares was an issuance or sale
or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument, security or the like constitutes and Option
or Convertible Security and (E) whether a Dilutive Issuance occurred, (iii) the terms of this Note and each other applicable
Transaction Document shall serve as the basis for the selected investment bank’s resolution of the applicable dispute, such investment
bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank
determines are required to be made by such investment bank in connection with its
resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the like to
the terms of this Note and any other applicable Transaction Documents, (iv) the Holder (and only the Holder), in its sole discretion,
shall have the right to submit any dispute described in this Section 25 to any state or federal court sitting in Chicago, Illinois
in lieu of utilizing the procedures set forth in this Section 25 and (v) nothing in this Section 25 shall limit the Holder
from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described
in this Section 25).


 






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		26.	NOTICES; CURRENCY; PAYMENTS.



 


(a)            Notices.
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with
Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions
taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without limiting the
generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the Conversion
Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days
prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the
Ordinary Shares, (B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase
shares, warrants, securities or other property to holders of Ordinary Shares or (C) for determining rights to vote with respect to
any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public
prior to or in conjunction with such notice being provided to the Holder.


 


(b)            Currency.
All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”), and all amounts owing under
this Note shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar
equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation
to any amount of currency to be converted into U.S. Dollars pursuant to this Note, the U.S. Dollar exchange rate as published in the Wall
Street Journal on the relevant date of calculation (it being understood and agreed that where an amount is calculated with reference to,
or over, a period of time, the date of calculation shall be the final date of such period of time).


 


(c)            Payments.
Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth
herein, such payment shall be made in lawful money of the United States of America by a certified check drawn on the account of the
Company and sent via overnight courier service to such Person at such address as previously provided to the Company in writing
(which address, in the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers attached to the
Securities Purchase Agreement), provided that the Holder may elect to receive a payment of cash via wire transfer of immediately
available funds by providing the Company with prior written notice setting out such request and the Holder’s wire transfer
instructions. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business
Day, the same shall instead be due on the next succeeding day which is a Business Day. Any amount of Principal or other amounts due
under the Transaction Documents which is not paid when due shall result in a late charge being incurred and payable by the Company
in an amount equal to interest on such amount at the rate of eighteen percent (18%) per annum from the date such amount was due
until the same is paid in full (“Late Charge”).


 






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27.            CANCELLATION.
After all Principal, accrued Interest, Late Charges and other amounts at any time owed on this Note have been paid in full, this Note
shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.


 


28.            WAIVER
OF NOTICE. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other
demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Securities Purchase
Agreement.


 


29.            GOVERNING LAW.
This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by, the internal laws of the State of Illinois, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdictions) that
would cause the application of the laws of any jurisdictions other than the State of Illinois. Except as otherwise required by
Section 25 above, the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in Chicago, Illinois, for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law. Nothing contained herein (i) shall be deemed or operate to
preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the
Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a
judgment or other court ruling in favor of the Holder or (ii) shall limit, or shall be deemed or construed to limit, any
provision of Section 25. The Company (on behalf of itself and each of its Subsidiaries) hereby appoints the Service Agent (as
defined in the Securities Purchase Agreement), as its agent for service of process in Illinois. THE COMPANY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY. The choice of the laws of the State of Illinois
as the governing law of this Note is a valid choice of law and would be recognized and given effect to in any action brought before
a court of competent jurisdiction in the Cayman Islands or such other jurisdiction applicable to the Company or any of its
Subsidiaries except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or
penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the
laws of the Cayman Islands or such other jurisdiction applicable to the Company or any of its Subsidiaries. The Company
or any of their respective properties, assets or revenues does not have any right of immunity under the laws of the Cayman Islands or
such other jurisdiction applicable to the Company or any of its Subsidiaries or Illinois law, from any legal action, suit or proceeding,
from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any
court of the Cayman Islands or such other jurisdiction applicable to the Company or any of its Subsidiaries or any Illinois or United
States federal court, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or
from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment,
in any such court, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with the
Transaction Documents; and, to the extent that the Company, or any of its properties, assets or revenues may have or may hereafter become
entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, the Company hereby waives
such right to the extent permitted by law and hereby consents to such relief and enforcement as provided in this Note and the other Transaction
Documents.


 






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		30.	JUDGMENT CURRENCY.



 


(a)            If
for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert
into any other currency (such other currency being hereinafter in this Section 30 referred to as the “Judgment Currency”)
an amount due in U.S. dollars under this Note, the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately
preceding:


 


(i)        the date
actual payment of the amount due, in the case of any proceeding in the courts of Illinois or in the courts of any other jurisdiction that
will give effect to such conversion being made on such date: or


 


(ii)       the
date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which
such conversion is made pursuant to this Section 30(a)(ii) being hereinafter referred to as the “Judgment Conversion
Date”).


 


(b)            If
in the case of any proceeding in the court of any jurisdiction referred to in Section 30(a)(ii) above, there is a change in
the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party
shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange
Rate prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment
Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.


 


(c)            Any
amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained
for any other amounts due under or in respect of this Note.


 


31.
              SEVERABILITY. If any provision of this Note is
prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that
would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be
valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions of this Note so long as this Note as so modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in
question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical
realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations
to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close
as possible to that of the prohibited, invalid or unenforceable provision(s).


 


32.            MAXIMUM
PAYMENTS. Without limiting Section 9(d) of the Securities Purchase Agreement, nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event
that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess
of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.


 






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33.            CERTAIN
DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:


 


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


 


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


 


(c)            “Adjustment
Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or
sale (or deemed issuance or sale in accordance with Section 7) of Ordinary Shares (other than rights of the type described in Section 6(a) hereof)
that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities
(including, without limitation, any cash settlement rights, cash adjustment or other similar rights).


 


(d)            “Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control
with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly
or indirectly either to vote 10% or more of the shares having ordinary voting power for the election of directors of such Person or direct
or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


(e)            “Alternate
Conversion Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant
to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the
higher of (I) the highest price that the Ordinary Shares trade at on the Trading Day immediately preceding the relevant
Alternate Conversion Date and (II) the applicable Alternate Conversion Price and (B) the difference obtained by
subtracting (I) the number of Ordinary Shares delivered (or to be delivered) to the Holder on the applicable Share Delivery
Deadline with respect to such Alternate Conversion from (II) the quotient obtained by dividing (x) the applicable
Conversion Amount that the Holder has elected to be the subject of the applicable Alternate Conversion, by (y) the applicable
Alternate Conversion Price without giving effect to clause (x) of such definition.


 


(f)            “Alternate
Conversion Price” means, with respect to any Alternate Conversion that price which shall be the lower of (i) the applicable
Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater of
(x) the Floor Price then in effect and (y) 85% of the lowest trading price of the Ordinary Shares during the fifteen (15) consecutive
Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion
Notice (such period, the “Alternate Conversion Measuring Period”). All such determinations to be appropriately adjusted
for any share dividend, share split, share combination, reclassification or similar transaction that proportionately decreases or increases
the Ordinary Shares during such Alternate Conversion Measuring Period.


 


(g)            
“Amortization Date” means each of (i) April 21, 2023, (ii) July 21,
2023 (iii) October 23, 2023, (iv) January 22, 2024, (v) April 22, 2024, (vi) July 22, 2024, and (vii)
the Maturity Date.




 


(h)            “Amortization
Amount” means the sum of (A) (i) with respect to any Amortization Date other than the Maturity Date, the greater
of (x) the quotient of (I) the Principal amount outstanding under this Note as of the applicable Amortization Date, divided
by (II) the number of Amortization Dates remaining hereunder (including such applicable Amortization Date) and (y) $10,000,
and (ii) with respect to the Amortization Date that is the Maturity Date, the Principal amount then outstanding under this Note
as of such Amortization Date (in each case, as any such Amortization Amount may be reduced pursuant to the terms of this Note, whether
upon conversion or redemption), and (B) the sum of any accrued and unpaid Interest as of such Amortization Date under this Note,
if any, and accrued and unpaid Late Charges, if any, under this Note as of such Amortization Date. In the event the Holder shall sell
or otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion of the each unpaid Amortization
Amount hereunder.


 






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(i)            “Approved
Share Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent
to the Subscription Date pursuant to which Ordinary Shares and standard options to purchase Ordinary Shares may be issued to any employee,
officer or director for services provided to the Company in their capacity as such.


 


(j)            “Attribution
Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds,
feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised
by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates
of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the
Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Ordinary Shares
would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of
the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to
the Maximum Percentage.


 


(k)            “Available
Cash” means, with respect to any date of determination, an amount equal to the aggregate amount of the Cash of the Company and
its Subsidiaries (excluding for this purpose cash held in restricted accounts or otherwise unavailable for unrestricted use by the Company
or any of its Subsidiaries for any reason) as of such date of determination held in bank accounts of financial banking institutions in
the United States of America.


 


(l)            “Bitcoin
Price” means, as of any date of determination, the lowest spot price of Bitcoin (XBT:CUR) on such date of determination as reported
by Bloomberg, or if the foregoing do not apply, the lowest spot price of Bitcoin in the over-the-counter market on the electronic bulletin
board applicable thereto, or, if no spot price exists, the fair market value as mutually determined by the Company and the Holder. If
the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance
with the procedures in Section 25. All such determinations shall be appropriately adjusted for any share splits, share dividends,
share combinations, recapitalizations or other similar transactions during such period.


 


 (m)         “Bloomberg” means Bloomberg, L.P.




 


(n)            “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.


 


(o)            “Cash”
of the Company and its Subsidiaries on any date shall be determined from such Persons’ books maintained in accordance with GAAP,
and means, without duplication, the cash, cash equivalents and Eligible Marketable Securities accrued by the Company and its wholly owned
Subsidiaries on a consolidated basis on such date.


 


(p)            “Change
of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or
indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or
reclassification of the Ordinary Shares in which holders of the Company’s voting power immediately prior to such
reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to
hold publicly traded securities and, directly or indirectly, are, in all material
respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power to elect the members
of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such reorganization, recapitalization
or reclassification, or (iii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation
of the Company or any of its Subsidiaries.


 






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 (q)           “Change of Control Redemption Premium” means 125%.




 


(r)            “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and
last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market
begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may
be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or
last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed
or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of
such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing
bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices,
respectively, of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding
to its functions of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date
shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree
upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 25.
All such determinations shall be appropriately adjusted for any share splits, share dividends, share combinations, recapitalizations or
other similar transactions during such period.


 


(s)            “Closing
Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the date the Company initially issued
Notes pursuant to the terms of the Securities Purchase Agreement.


 


(t)            “Conversion
Floor Price Condition” means that the relevant Alternate Conversion Price or Interest Conversion Price is being determined based
on clause (x) of such definition.


 


(u)            “Convertible
Securities” means any shares or other security (other than Options) that is at any time and under any circumstances, directly
or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any Ordinary
Shares.


 


(v)            “Current
Subsidiary” means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns any of the
outstanding share capital or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of
the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.


 


(w)            “Eligible
Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Select Market, the
Nasdaq Global Market or the Principal Market.


 


(x)            “Eligible
Marketable Securities” as of any date means marketable securities which would be reflected on a consolidated balance sheet of
the Company and its Subsidiaries prepared as of such date in accordance with GAAP, and which are permitted under the Company’s investment
policies as in effect on the Issuance Date or approved thereafter by the Company’s Board of Directors.


 






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(y)            “Equity
Conditions” means, with respect to an given date of determination: (i) on each day during the period beginning thirty
calendar days prior to such applicable date of determination and ending on and including such applicable date of determination
either (x) one or more Registration Statements filed pursuant to the Registration Rights Agreement shall be effective and the
prospectus contained therein shall be available on such applicable date of determination (with, for the avoidance of doubt, any
Ordinary Shares previously sold pursuant to such prospectus deemed unavailable) for the resale of all Ordinary Shares to be issued
in connection with the event requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed, as
applicable, in the event requiring this determination at the Alternate Conversion Price then in effect (without regard to any
limitations on conversion set forth herein)) (each, a “Required Minimum Securities Amount”), in each case, in
accordance with the terms of the Registration Rights Agreement and there shall not have been during such period any Grace Periods
(as defined in the Registration Rights Agreement) or (y) all Registrable Securities shall be eligible for sale pursuant to
Rule 144 (as defined in the Securities Purchase Agreement) without the need for registration under any applicable federal or
state securities laws (in each case, disregarding any limitation on conversion of the Notes, other issuance of securities with
respect to the Notes and exercise of the Warrants) and no Current Public Information Failure (as defined in the Registration Rights
Agreement) exists or is continuing; (ii) on each day during the period beginning thirty calendar days prior to the applicable
date of determination and ending on and including the applicable date of determination (the “Equity Conditions Measuring
Period”), the Ordinary Shares (including all Registrable Securities) is listed or designated for quotation (as applicable)
on an Eligible Market and shall not have been suspended from trading on an Eligible Market (other than suspensions of not more than
two (2) days and occurring prior to the applicable date of determination due to business announcements by the Company) nor
shall delisting or suspension by an Eligible Market have been threatened (with a reasonable prospect of delisting occurring after
giving effect to all applicable notice, appeal, compliance and hearing periods) or reasonably likely to occur or pending as
evidenced by (A) a writing by such Eligible Market or (B) the Company falling below the minimum listing maintenance
requirements of the Eligible Market on which the Ordinary Shares is then listed or designated for quotation (as applicable);
(iii) during the Equity Conditions Measuring Period, the Company shall have delivered all Ordinary Shares issuable upon
conversion of this Note on a timely basis as set forth in Section 3 hereof and all other shares of share capital required to be
delivered by the Company on a timely basis as set forth in the other Transaction Documents; (iv) any Ordinary Shares to be
issued in connection with the event requiring determination (or issuable upon conversion of the Conversion Amount being redeemed in
the event requiring this determination) may be issued in full without violating Section 3(d) hereof; (v) any Ordinary
Shares to be issued in connection with the event requiring determination (or issuable upon conversion of the Conversion Amount being
redeemed in the event requiring this determination (without regards to any limitations on conversion set forth herein)) may be
issued in full without violating the rules or regulations of the Eligible Market on which the Ordinary Shares is then listed or
designated for quotation (as applicable); (vi) on each day during the Equity Conditions Measuring Period, no public
announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated
or consummated; (vii) the Company shall have no knowledge of any fact that would reasonably be expected to cause (1) any
Registration Statement required to be filed pursuant to the Registration Rights Agreement to not be effective or the prospectus
contained therein to not be available for the resale of the applicable Required Minimum Securities Amount of Registrable Securities
in accordance with the terms of the Registration Rights Agreement or (2) any Registrable Securities to not be eligible for sale
pursuant to Rule 144 without the need for registration under any applicable federal or state securities laws (in each case,
disregarding any limitation on conversion of the Notes, other issuance of securities with respect to the Notes and exercise of the
Warrants) and no Current Public Information Failure exists or is continuing; (viii) the Holder shall not be in (and no other
holder of Notes shall be in) possession of any material, non-public information provided to any of them by the Company, any of its
Subsidiaries or any of their respective affiliates, employees, officers, representatives, agents or the like; (ix) on each day
during the Equity Conditions Measuring Period, the Company otherwise shall have been in compliance with each, and shall not have
breached any representation or warranty in any material respect (other than representations or warranties subject to material
adverse effect or materiality, which may not be breached in any respect) or any covenant or other term or condition of any
Transaction Document, including, without limitation, the Company shall not have failed to timely make any payment pursuant to any
Transaction Document; (x) there shall not have occurred any Volume Failure or Price Failure as of such applicable date of
determination; (xi) on the applicable date of determination (A) no Authorized Share Failure shall exist or be continuing
and the applicable Required Minimum Securities Amount of Ordinary Shares are available under the certificate of incorporation of the
Company and reserved by the Company to be issued pursuant to the Notes and (B) all Ordinary Shares to be issued in connection
with the event requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed in the event
requiring this determination (without regards to any limitations on conversion set forth herein)) may be issued in full without
resulting in an Authorized Share Failure; (xii) on each day during the Equity Conditions Measuring Period, there shall not have
occurred and there shall not exist an Event of Default or an event that with the passage of time or giving of notice would
constitute an Event of Default; (xiii) no bone fide dispute shall exist, by and between any of holder of Notes or Warrants, the
Company, the Principal Market (or such applicable Eligible Market in which the Ordinary Shares of the Company is then principally
trading) and/or FINRA with respect to any term or provision of any Note or any other Transaction Document and (xiv) the
Ordinary Shares issuable pursuant the event requiring the satisfaction of the Equity Conditions are duly authorized and listed and
eligible for trading without restriction on an Eligible Market.


 






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(z)          “Equity
Conditions Failure” means that on any day during the period commencing twenty (20) Trading Days prior to the applicable date
of determination, the Equity Conditions have not been satisfied (or waived in writing by the Holder).


 


(aa)     “Event
Market Price” means, with respect to any Share Combination Event Date, the quotient determined by dividing (x) the sum
of the VWAP of the Ordinary Shares for each of the five (5) Trading Days with the lowest VWAP of the Ordinary Shares during the fifteen
(15) consecutive Trading Day period ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day after
such Share Combination Event Date, divided by (y) five (5).


 


(bb)     “Excluded
Securities” means (i) Ordinary Shares or standard options to purchase Ordinary Shares issued to directors, officers
or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Share Plan (as
defined above) or such agreement with such directors, officers or employees of the Company existing as of the date of this
Agreement, provided that (A) all such issuances (taking into account the Ordinary Shares issuable upon exercise of such
options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Ordinary
Shares issued and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not
lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions
of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) Ordinary
Shares issued upon the conversion or exercise of Convertible Securities or Options (other than standard options to purchase Ordinary
Shares issued pursuant to an Approved Share Plan or such agreements with such directors, officers or employees of the Company
existing as of the date of this Agreement that are covered by clause (i) above) issued prior to the Subscription Date, provided
that the conversion price of any such Convertible Securities (other than standard options to purchase Ordinary Shares issued
pursuant to an Approved Share Plan or such agreements with such directors, officers or employees of the Company existing as of the
date of this Agreement that are covered by clause (i) above) is not lowered, none of such Convertible Securities or Options
(other than standard options to purchase Ordinary Shares issued pursuant to an Approved Share Plan or such agreements with such
directors, officers or employees of the Company existing as of the date of this Agreement that are covered by clause (i) above)
are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible
Securities or Options (other than standard options to purchase Ordinary Shares issued pursuant to an Approved Share Plan or such
agreements with such directors, officers or employees of the Company existing as of the date of this Agreement that are covered by
clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the
Ordinary Shares issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided, that the
terms of the Notes are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments
pursuant to the terms thereof in effect as of the Subscription Date), (iv) the Ordinary Shares issuable upon exercise of the
Warrants; provided, that the terms of the Warrants are not amended, modified or changed on or after the Subscription Date (other
than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date), and (v) securities issued
in connection with any bona fide strategic or commercial alliances, acquisitions, mergers, licensing arrangements, strategic
transactions and strategic partnerships (including, without limitation, joint ventures, marketing or distribution arrangements,
collaboration agreements or intellectual property license agreements) 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 during the Restricted
Period (as defined in the Securities Purchase Agreement), provided, further, that (w) the primary purpose of such issuance is
not to raise capital as reasonably determined by a majority of the disinterested directors of the Company, and (x) the
purchaser or acquirer or recipient of the securities in such issuance solely consists of either (I) the actual participants in
such strategic or commercial alliance, strategic or commercial licensing arrangement or strategic or commercial partnership,
(II) the actual owners of such assets or securities acquired in such acquisition or merger or (III) the stockholders,
partners, employees, consultants, officers, directors or members of the foregoing Persons, in each case, 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, (y) the number or amount of securities
issued to such Persons by the Company shall not be disproportionate to each such Person’s actual participation in (or fair
market value of the contribution to) such strategic or commercial alliance or strategic or commercial partnership or ownership of
such assets or securities to be acquired by the Company, as applicable and (z) the aggregate number of Ordinary Shares issued
(or issuable upon conversion or exercise of Convertible Securities or Options, as applicable) pursuant to this clause (v), in the
aggregate, shall not exceed thirty percent (30%) of the total number of outstanding Ordinary Shares immediately following the
issuance and sale of the Securities pursuant hereto.


 






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(cc)     “Fiscal
Quarter” means each of the fiscal quarters adopted by the Company for financial reporting purposes that correspond to the Company’s
fiscal year as of the date hereof that ends on June 30.


 


(dd)     “Floor
Price” means $0.06 (or such lower amount as permitted, from time to time, by the Principal Market), subject to adjustment for
share splits, share dividends, share combinations, recapitalizations or other similar events.


 


(ee)     “Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or
otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the
surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in
Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to
make, or allow the Company to be subject to or have its Ordinary Shares be subject to or party to one or more Subject Entities
making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding
Ordinary Shares, (y) 50% of the outstanding Ordinary Shares calculated as if any Ordinary Shares held by all Subject Entities
making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not
outstanding; or (z) such number of Ordinary Shares such that all Subject Entities making or party to, or Affiliated with any
Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in
Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding Ordinary Shares, or (iv) consummate a stock or share
purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or
scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate,
acquire, either (x) at least 50% of the outstanding Ordinary Shares, (y) at least 50% of the outstanding Ordinary Shares
calculated as if any Ordinary Shares held by all the Subject Entities making or party to, or Affiliated with any Subject Entity
making or party to, such stock or share purchase agreement or other business combination were not outstanding; or (z) such
number of Ordinary Shares such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3
under the 1934 Act) of at least 50% of the outstanding Ordinary Shares, or (v) reorganize, recapitalize or reclassify its
Ordinary Shares, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,
in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become
the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through
acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding Ordinary Shares, merger,
consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization,
recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate
ordinary voting power represented by issued and outstanding Ordinary Shares, (y) at least 50% of the aggregate ordinary voting
power represented by issued and outstanding Ordinary Shares not held by all such Subject Entities as of the date of this Note
calculated as if any Ordinary Shares held by all such Subject Entities were not outstanding, or (z) a percentage of the
aggregate ordinary voting power represented by issued and outstanding Ordinary Shares or other equity securities of the Company
sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other shareholders
of the Company to surrender their Ordinary Shares without approval of the shareholders of the Company or (C) directly or
indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the
entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this
definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the
terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective
or inconsistent with the intended treatment of such instrument or transaction.


 






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(ff)       “GAAP”
means United States generally accepted accounting principles, consistently applied.


 


(gg)     “Group”
means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.


 


(hh)     “Holder
Pro Rata Amount” means a fraction (i) the numerator of which is the original Principal amount of this Note on the Closing
Date and (ii) the denominator of which is the aggregate original principal amount of all Notes issued to the initial purchasers pursuant
to the Securities Purchase Agreement on the Closing Date.


 


(ii)       “Indebtedness”
shall have the meaning ascribed to such term in the Securities Purchase Agreement.


 


(jj)       “Interest
Conversion Price” means, with respect to a particular date of determination, the lower of (i) the Conversion Price then
in effect, (ii) $0.60 (as adjusted for share splits, share dividends, share combinations and similar events) and (iii) the
greater of (x) the Floor Price and (y) 85% of the quotient of (A) the sum of the VWAP of the Ordinary Shares for each
of the five (5) Trading Days immediately prior to the applicable Interest Date, divided by (B) five (5). All such determinations
to be appropriately adjusted for any share split, share dividend, share combination or other similar transaction during any such measuring
period.


 


(kk)     “Interest
Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant to wire instructions
delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the higher of (I) the highest
price that the Ordinary Shares trade at on the Trading Day immediately preceding the relevant Interest Date and (II) the applicable
Interest Conversion Price and (B) the difference obtained by subtracting (I) the number of Ordinary Shares delivered (or to
be delivered) to the Holder on the applicable Share Delivery Deadline with respect to such Interest Date from (II) the quotient obtained
by dividing (x) the applicable Conversion Amount that the Holder has elected to be the subject of the applicable Interest Date, by
(y) the applicable Interest Conversion Price without giving effect to clause (x) of such definition.


 


 (ll)          “Interest Date” means January 2, 2023 and each Fiscal Quarter thereafter.




 


(mm)     “Interest
Rate” means, as of any date of determination, the greater of (i) twelve percent (12% per annum) and (ii) the sum of
(A) the Prime Rate in effect as of such date of determination and (B) six (6%) per annum; provided, that if such Interest is
being paid in Ordinary Shares hereunder, such Interest shall recalculated in connection with such issuance of Ordinary Shares at a deemed
rate of the greater of (i) fifteen percent (15% per annum) and (ii) the sum of (A) the Prime Rate in effect as of such
date of determination and (B) nine (9%) per annum; provided, further, that each of the forgoing rates shall be subject to adjustment
from time to time in accordance with Section 2.


 


(nn)     “Investment”
means any beneficial ownership (including shares, stock, partnership or limited liability company interests) of or in any Person, or
any loan, advance or capital contribution to any Person or the acquisition of all, or substantially all, of the assets of
another Person or the purchase of any assets of another Person for greater than the fair market value of such assets.


 






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(oo)            “Maturity
Date” shall mean October 21, 2024; provided, however, the Maturity Date may be extended at the option of the Holder (i) in
the event that, and for so long as, an Event of Default shall have occurred and be continuing or any event shall have occurred and be
continuing that with the passage of time and the failure to cure would result in an Event of Default or (ii) through the date that
is twenty (20) Business Days after the consummation of a Fundamental Transaction in the event that a Fundamental Transaction is publicly
announced or a Change of Control Notice is delivered prior to the Maturity Date, provided further that if a Holder elects to convert some
or all of this Note pursuant to Section 3 hereof, and the Conversion Amount would be limited pursuant to Section 3(d) hereunder,
the Maturity Date shall automatically be extended until such time as such provision shall not limit the conversion of this Note.


 


(pp)     “New
Subsidiary” means, as of any date of determination, any Person in which the Company after the Subscription Date, directly or
indirectly, (i) owns or acquires more than 50% of the of the outstanding share capital or holds more than 50% of the equity or similar
interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person,
and all of the foregoing, collectively, “New Subsidiaries”.


 


(qq)     “Options”
means any rights, warrants or options to subscribe for or purchase Ordinary Shares or Convertible Securities.


 


(rr)     “Ordinary
Shares” means (i) the Company’s ordinary shares, $0.01 par value per share, and (ii) any share capital into
which such ordinary shares shall have been changed or any share capital resulting from a reclassification of such ordinary shares.


 


(ss)     “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent
equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent
Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


(tt)     “Permitted
Equipment Indebtedness” means Indebtedness secured by Permitted Liens or unsecured but, in each case, as described in clauses
(iv) and (v) of the definition of Permitted Liens.


 


(uu)     “Permitted
Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) Indebtedness set forth on
Schedule 3(s) to the Securities Purchase Agreement, as in effect as of the Subscription Date, (iii) Permitted Equipment
Indebtedness in an aggregate amount not to exceed $3 million, (iv) Permitted Subordinated Indebtedness in an aggregate amount
not to exceed $10 million and (v) Permitted Pony Indebtedness in an aggregate amount not to exceed the product of (A) the
Bitcoin Price as of such date of determination and (B) 75% of the Bitcoin held by the Company as of such date of determination
(as calculated in accordance with Section 7(a)(iv) above) (such aggregate amount of Bitcoin, the “Pledged Bitcoin
Amount”).


 


(vv)     “Permitted
Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings
for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course
of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation
of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business
with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv) Liens
(A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment
or Indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment, or (B) in connection with
the acquisition or refinancing of such equipment, provided that the Lien is confined solely to the property so acquired and improvements
thereon, and the proceeds of such equipment, in either case, with respect to Indebtedness in an aggregate amount not to exceed $3,000,000,
(v) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described
in clause (iv) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the
existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced does not increase, (vi) Liens in
favor of customs and revenue authorities arising as a matter of law to secure payments of custom duties in connection with the importation
of goods, (vii) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under
Section 4(a)(xii) and (viii) Liens with respect to Permitted Pony Indebtedness secured by such aggregate amount of the
Company’s Bitcoin not in excess of the Pledged Bitcoin Amount as of any given time of determination.


 






    40


     


    

 


(ww)     “Permitted
Pony Indebtedness” means Indebtedness arising pursuant to those certain loan agreements, by and between SonicHash Pte. Ltd.,
a wholly-owned subsidiary of the Company, and Pony Partners Ltd, dated August 31, 2022 and September 13, 2022, respectively,
secured by a pledge of the no greater than the applicable Pledged Bitcoin Amount of the Bitcoin of the Company as of any time of determination.


 


(xx)            “Permitted
Subordinated Indebtedness” means Indebtedness incurred by the Company that is made expressly subordinate in right of
payment to the Indebtedness evidenced by this Note, as reflected in a written agreement reasonably acceptable to the Holder, and
which Indebtedness does not provide at any time for (1) the payment, prepayment, repayment, repurchase or defeasance, directly
or indirectly, of any principal or premium, if any, thereon until at least ninety-one (91) days after the Maturity Date and (2)
total interest and fees at a rate in excess of 12% per annum.




 


(yy)     “Person”
means an individual, a limited liability company, a partnership, a joint venture, a company, a corporation, a trust, an unincorporated
organization, any other entity or a government or any department or agency thereof.


 


(zz)           “Price Failure”
means $0.20 (as adjusted for any share splits, share  dividends, share combinations, recapitalizations or other similar
transactions occurring after the Subscription Date).


 


(aaa)     “Prime
Rate” means the “prime rate” which from time to time published in the “Money Rates” column of The Wall
Street Journal (Eastern Edition, New York Metro); provided, however, if the Money Rates column of The Wall Street Journal (Eastern Edition,
New York Metro) ceases to be published or otherwise does not designate a “prime rate” as of a Business Day, the Holder has
the right to obtain such information from a similar business publication of its selection.


 


 (bbb)          “Principal Market” means the Nasdaq Capital Market.




 


(ccc)     “Redemption
Notices” means, collectively, the Event of Default Redemption Notices, the Company Optional Redemption Notices, the Subsequent
Placement Optional Redemption Notices and the Change of Control Redemption Notices, and each of the foregoing, individually, a “Redemption
Notice.”


 


 (ddd)           “Redemption Premium” means 125%.




 


(eee)     “Redemption
Prices” means, collectively, Event of Default Redemption Prices, the Change of Control Redemption Prices, the Amortization Redemption
Prices, the Company Optional Redemption Prices and the Subsequent Placement Optional Redemption Prices, and each of the foregoing, individually,
a “Redemption Price.”


 


(fff)     “Registration
Rights Agreement” means that certain registration rights agreement, dated as of the Closing Date, by and among the Company and
the initial holders of the Notes relating to, among other things, the registration of the resale of the Ordinary Shares issuable upon
conversion of the Notes or otherwise pursuant to the terms of the Notes and exercise of the Warrants, as may be amended from time to time.


 


(ggg)     “Revenue”
means, with respect to any given cash flow, receivable or other general intangible, the revenue directly attributable thereto of the Company
or any of its Subsidiaries, as determined in accordance with GAAP.


 


(hhh)     “SEC”
means the United States Securities and Exchange Commission or the successor thereto.


 






    41


     


    

 


(iii)            “Securities
Purchase Agreement” means that certain securities purchase agreement, dated as of the Subscription Date, by and among the Company
and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to time.


 


(jjj)     “Security
Agreement” shall have the meaning as set forth in the Securities Purchase Agreement.


 


 (kkk)        “Subscription Date” means October 21, 2022.




 


(lll)
          “Subsidiaries” means, as of any date of determination,
collectively, all Current Subsidiaries and all New Subsidiaries, and each of the foregoing, individually, a
 “Subsidiary.”


 


(mmm)         “Subject Entity” means
any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 


(nnn)     “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental
Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been
entered into.


 


(ooo)            “Trading
Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Ordinary Shares,
any day on which the Ordinary Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading market
for the Ordinary Shares, then on the principal securities exchange or securities market on which the Ordinary Shares is then traded, provided
that “Trading Day” shall not include any day on which the Ordinary Shares is scheduled to trade on such exchange or market
for less than 4.5 hours or any day that the Ordinary Shares is suspended from trading during the final hour of trading on such exchange
or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during
the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with
respect to all determinations other than price determinations relating to the Ordinary Shares, any day on which The New York Stock Exchange
(or any successor thereto) is open for trading of securities.


 


(ppp)     “Volume
Failure” means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on
Bloomberg) of the Ordinary Shares on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending on the Trading
Day immediately preceding such date of determination (such period, the “Volume Failure Measuring Period”), is less
than $36,000 (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring
after the Subscription Date).


 


(qqq)     “VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the
Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market
on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,
as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does
not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for
such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,
or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing
bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices). If the VWAP cannot
be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market
value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved in accordance with the procedures in Section 25. All such determinations shall
be appropriately adjusted for any share dividend, share split, share combination, recapitalization or other similar transaction during
such period.


 






    42


     


    

 


(rrr) “Warrants”
has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include all warrants issued in exchange therefor
or replacement thereof.


 


34.            DISCLOSURE.
Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of this
Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public
information relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business
Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Report of Foreign Private
Issuer on Form 6-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating
to the Company or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately
upon receipt of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification
from the Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained
in the notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing contained
in this Section 34 shall limit any obligations of the Company, or any rights of the Holder, under Section 4(i) of the Securities
Purchase Agreement.


 


35.            ABSENCE
OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company
and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain
from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an
officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed,
written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by the Company, may
possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information
to any third party.


 


[signature page follows]


 






    43


     


    

 


IN WITNESS WHEREOF, the Company has caused this
Note to be duly executed as of the Issuance Date set out above.


 


	 	BIT ORIGIN LTD
	 	 
	 	By:	 
	 	 	Name: Lucas Wang
	 	 	Title: CEO and Chairman




 


Senior Convertible Note - Signature Page


 






     


     


    

 


EXHIBIT I


 


BIT ORIGIN LTD 


CONVERSION NOTICE


 


Reference is made to the Senior
Secured Convertible Note (the “Note”) issued to the undersigned by Bit Origin Ltd, an exempted company incorporated
under the laws of the Cayman Islands (the “Company”). In accordance with and pursuant to the Note, the undersigned
hereby elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below into Ordinary Shares, $0.01 par value
per share (the “Ordinary Shares”), of the Company, as of the date specified below. Capitalized terms not defined herein
shall have the meaning as set forth in the Note.


 


	 	Date of Conversion:	 



 


	 	Aggregate Principal to be converted:	 



 


	 	Aggregate accrued and unpaid Interest and accrued and unpaid Late Charges with respect to such portion of the Aggregate Principal and
such Aggregate Interest to be converted:	 



 


	 	AGGREGATE CONVERSION AMOUNT TO BE CONVERTED:	 



 


	Please confirm the following information:



 


	 	Conversion Price:	 



 


	 	Number of Ordinary Shares to be issued:	 



 


	 	Amortization Amount(s) to be reduced (and corresponding Amortization Date(s)) and amount of reduction:	 




 


If this Conversion Notice is being delivered with
respect to an Alternate Conversion, check here if Holder is electing to use the following Alternate Conversion Price:__________________________


 






     


     


    

 


Please issue
the Ordinary Shares into which the Note is being converted to Holder, or for its benefit, as follows:


 


	 	Check here if requesting delivery as a certificate to the following name and to the following address:



 


	Issue to:	 
	 	 
	 	 



 





	 	Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:
	 	 
	
	DTC Participant:	 
	 	 
	DTC Number:	 
	 	 
	Account Number:	 




 





	Date:	                                   
              ,                  	 
	 	 	 
	 	 
	Name of Registered Holder	 
	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 
	 	Tax ID: 	               	 	 
	 
	E-mail Address:




 






     


     


    

 


Exhibit II


 


ACKNOWLEDGMENT


 


The Company hereby (a) acknowledges
this Conversion Notice, (b) certifies that the above indicated number of Ordinary Shares [are][are not] eligible to be resold by
the Holder either (i) pursuant to Rule 144 (subject to the Holder’s execution and delivery to the Company of a customary
144 representation letter) or (ii) an effective and available registration statement and (c) hereby directs _________________
to issue the above indicated number of Ordinary Shares in accordance with the Transfer Agent Instructions dated _____________, 20__ from
the Company and acknowledged and agreed to by ________________________.


 


	 	BIT ORIGIN LTD
	 	 
	 	By:	       
	 	 	Name:
	 	 	Title: