Exhibit 10.4.2


 


[FORM OF SENIOR SECURED CONVERTIBLE NOTE]


 


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 21(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), ERAN SHUST, 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). ERAN SHUST MAY BE REACHED AT TELEPHONE NUMBER +972-544502071.


 


Holisto
Ltd.


 


Senior
Secured Convertible Note


 


	Issuance Date: [●] 20__	Original Principal Amount: U.S. $[●          ]


 


FOR VALUE RECEIVED,
Holisto Ltd., a company organized under the laws of Israel (the “Company”), hereby promises to pay to the order of
[BUYER] 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, 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 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 June 9, 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 34.


 






     


     


    

 


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 12. On the Maturity Date, the Company shall pay to the Holder an amount
in cash representing all outstanding Principal, accrued and unpaid Interest, Make-Whole Amount and accrued and unpaid Late Charges (as
defined in Section 27(c)) on such Principal, Interest and Make-Whole Amount. 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,
Interest and Make-Whole Amount, if any.


 


2. 
INTEREST; INTEREST RATE.


 


(a) 
Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360-day year and twelve
30-day months and shall be payable in arrears on each Interest Date and, if such Interest is not paid or converted into Ordinary Shares
on an Interest Date, shall compound on such Interest Date, and shall otherwise be payable in accordance with the terms of this Note. Interest
shall be paid (i) on each Interest Date occurring on an Amortization Date in accordance with Section 12 as part of the applicable Amortization
Amount due on the applicable Amortization Date and (ii) with respect to each other Interest Date, on such Interest Date in cash.


 


(b) 
Prior to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate 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 12 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 increased to eighteen percent (18.0%) 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 (to the extent
not voluntarily converted by the Holder into Ordinary Shares in accordance herewith on or prior to such 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 the Issuance 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 the Issuance Date, the Holder
shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into duly authorized, 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 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.


 


(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 (w) portion of the Principal to be converted, redeemed or otherwise with
respect to which this determination is being made, (x) all accrued and unpaid Interest with respect to such portion of the Principal amount,
(y) the Make-Whole Amount, if any; and (z) accrued and unpaid Late Charges with respect to such portion of such Principal, such Interest,
if any, and such Make-Whole Amount, if any.


 


(ii) 
“Conversion Price” means, as of any Conversion Date or other date of determination, $11.00, subject to adjustment
as provided herein.


 






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(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 21(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 Company’s transfer agent (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 The Depository Trust Company’s (“DTC”) Fast Automated Securities
Transfer Program (“FAST”) and if either (I) such Ordinary Shares to be issued in such conversion is registered pursuant
to an effective and available registration statement or (II) such Ordinary Shares to be issued in such conversion are eligible to be resold
by the Holder pursuant to Rule 144 or Rule 144A, as applicable (the “Electronic Issuance Condition”) 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
or the Electronic Issuance Condition is not satisfied, 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 an overnight courier service for delivery to the Holder (or its designee) a new Note
(in accordance with Section 21(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 Installment Amount(s) relating to the Installment 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 provided to the Company’s transfer agent a representation letter that 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 or that the Ordinary Shares were sold pursuant to Rule 144.


 






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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 or the Electronic Issuance Condition
is not satisfied, 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
and the Electronic Issuance Condition is satisfied, 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, resulting in the Electronic Issuance
Condition not to be satisfied, 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 1%
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 or the Electronic Issuance Condition is not satisfied, 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 and the Electronic Issuance Condition is satisfied, 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, share 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, share 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, Interest and Make-Whole Amount 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 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 21,
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 after such a request and receipt of the Note being transferred, 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, Make-Whole
Amount 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, Make-Whole Amount 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 as provided above, 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 26.


 






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(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.


 


(i) 
General.


 


(1) 
Alternate Optional Conversion. Subject to Section 3(d), if the VWAP of the Ordinary Shares is less than $11.00 on any given
date, at any time on the immediately subsequent Trading Day, the Holder may convert (each, an “Alternate Optional Conversion”,
and the date of such Alternate Optional Conversion, an “Alternate Optional Conversion Date”) all, or any part, of this
Note into Ordinary Shares (such portion of the Conversion Amount subject to such Alternate Optional Conversion, the “Alternate
Optional Conversion Amount”) at the Alternate Conversion Price.


 


(2) 
Alternate Conversion Upon an Event of Default. Subject to Section 3(d), at any time during an Event of Default Redemption
Right Period (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 Event of Default
Conversion” and together with each Alternate Optional Conversion, each, an “Alternate Conversion”, and the
date of such Alternate Event of Default Conversion, each, an “Alternate Event of Default Conversion Date”, and together
with each Alternate Optional Conversion Date, each, an “Alternate Conversion Date”) all, or any part of, the Conversion
Amount (such portion of the Conversion Amount subject to such Alternate Conversion, the “Alternate Event of Default Conversion
Amount” and together with each Alternate Optional Conversion Amount, each, an “Alternate Conversion Amount”)
into Ordinary Shares at the Alternate Conversion Event of Default Price.


 






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(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, solely with respect to the calculation of the number of Ordinary Shares issuable
upon conversion of any Conversion Amount in an Alternate Event of Default Conversion, 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 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 ten (10) consecutive days or for
more than an aggregate of twenty (20) days in any 365-day period (excluding days during an Allowable Grace Period (as defined in the Registration
Rights Agreement)) and the Holder is not eligible to sell such Shares without restriction pursuant to Rule 144 or Rule 144A (assuming,
for such purpose, that the Holder is not then an affiliate of the Company);


 


(iii) 
the suspension from trading or the 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;


 






    8


     


    

 


(v) 
except to the extent the Company is in compliance with Section 11(b) below, at any time following the tenth (10th) consecutive
day that the Holder’s Authorized Share Allocation (as defined in Section 11(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, Make-Whole Amount,
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 $150,000 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
and any such default remains uncured for at least five (5) days;


 


(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 “Significant Subsidiary” (as defined
by Section 1.02(w) of Regulation S-X) by a third party, shall not be dismissed within forty-five (45) days of their initiation;


 






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(x) 
the commencement by the Company or any Significant 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 Significant 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;


 


(xi) 
the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Significant 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 Significant 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 Significant 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 Significant 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 forty-five (45) consecutive days;


 


(xii) 
a final judgment or judgments for the payment of money aggregating in excess of $150,000 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 $150,000 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 forty-five (45) days of the issuance
of such judgment;


 






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(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 $150,000 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 International Financial Reporting
Standards (“IFRS”) or is otherwise in material breach or violation of any agreement for monies owed or owing in an amount
in excess of $150,000, 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, 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, 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 five (5) consecutive Trading
Days;


 


(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 clauses (a) – (g) 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 (except as such validity or enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law), 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);


 






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(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 (such earlier date, the “Event
of Default Right Commencement Date”) and ending (such ending date, the “Event of Default Right Expiration Date”,
and each such period, an “Event of Default Redemption Right Period”) on the later of (x) the date such Event of Default
is cured and (y) the twentieth (20th) Trading Day after the Holder’s receipt of an Event of Default Notice that includes
(I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company, such
Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to cure such
Event of Default and (III) a certification as to the date the Event of Default occurred and, if cured on or prior to the date of such
Event of Default Notice, the applicable Event of Default Right Expiration Date, the Holder may require the Company to redeem (regardless
of whether such Event of Default has been cured on or prior to the Event of Default Right Expiration Date) 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 (i) the product of (A)
the Conversion Amount to be redeemed multiplied by (B) the Redemption Premium (the “Event of Default Redemption Price”).
Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 12. 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 (an, solely if such Event of Default Redemption Notice does not redeem this entire
Note in full, such Conversion Amount being redeemed shall reduce such remaining Installment Amounts as designated by the Holder in the
applicable Event of Default Notice). 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, Make-Whole Amount and accrued and unpaid Late Charges on such Principal, Interest and Make-Whole Amount, 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 assumption agreements (including the form of the replacement security of the Successor Entity,
as applicable) in form and substance reasonably satisfactory to the Required Holders, as defined in the Securities Purchase Agreement,
and approved by the Required Holders 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 (ii) the Successor Entity (or 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 16, 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.


 






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(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 (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 (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 12 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 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 16 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 or any Excluded Approved Financing Securities, in each case, 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)(ii), 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.


 






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(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.


 


(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 share of Common Stock 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 share of
Common Stock 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 lowest VWAP of the shares of Common Stock 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.


 






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(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).


 


(b) 
Adjustment of Conversion Price upon Subdivision or Combination of Ordinary Shares. Without limiting any provision of Section 6,
Section 16 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 16 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.


 






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(c) 
Holder’s Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this
Section 7, other than with respect to the Permitted Equity Line (as defined in the Securities Purchase Agreement), 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 or other future determined price, 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. For the avoidance of doubt, if the Company, directly or indirectly,
either enters into any agreement (or grants, issues or otherwise sells any security) with respect to (x) any at-the-market offering or
equity line of credit (other than a Permitted Equity Lime) or (y) the issuance, or prospective issuance, of any Ordinary Shares at a Variable
Price (in each case, whether or not any conditions exist with respect to any such issuance or prospective issuance), such agreement and/or
security shall be deemed to be an Option to acquire a Variable Price Security as of the date of such agreement (or, if no agreement exists,
as of the date of such security) for the purposes of the Transaction Documents and this Section 7.


 


(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 other than pursuant to an Approved Share Plan), 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.


 


(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.


 






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8. 
REDEMPTIONS AT THE COMPANY’S ELECTION.


 


(a) 
Company Optional Redemption. At any time, the Company shall have the right to redeem all, or any part (but in no even less
than the lesser of (I) the Conversion Amount then outstanding and (II) $500,000), of the Conversion Amount then remaining under this Note
(each, a “Company Optional Redemption Amount”) on the Company Optional Redemption Date (each as defined below) (each,
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 (each, a “Company Optional Redemption Price”) equal to 115% of the Conversion
Amount being redeemed as of the Company Optional Redemption Date (plus, if the Company has elected to effect a Warrant Redemption (as
defined below), the Warrant Redemption Price (as defined below)). 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 (each, a “Company Optional Redemption Notice” and such date all of the holders of Notes received such notice
is referred to as a “Company Optional Redemption Notice Date”). The Company may deliver only one Company Optional Redemption
Notice hereunder in any twenty (20) Trading Day period and each 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 (each, a “Company Optional
Redemption Date”) which date shall not be less than ten (10) Trading Days nor more than twenty (20) 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(a) (and analogous provisions
under the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary, at any time prior to
the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or
in part, by the Holder into Ordinary Shares pursuant to Section 3. All Conversion Amounts converted by the Holder after the Company Optional
Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional
Redemption Date. Redemptions made pursuant to this Section 8(a) shall be made in accordance with Section 12. In the event of the Company’s
redemption of any portion of this Note under this Section 8(a), 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(a) 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.


 


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


 


(c) 
Optional Warrant Redemption Upon a Company Optional Redemption. If the Company delivers a Company Optional Redemption Notice
to redeem all, but not less than all, of the Notes then outstanding, then the Company shall have the right, exercisable by inclusion of
such election in a Company Optional Redemption Notice, to elect to also redeem all, but not less than all, of the Warrants of the Holder
outstanding as of the applicable Company Optional Redemption Date (a “Warrant Redemption”) for a cash amount equal
to the Black Scholes Value (as defined in the Warrants) of such Warrants as of such Company Optional Redemption Date (the “Warrant
Redemption Price”). Notwithstanding anything herein to the contrary, at any time prior to the date the Company Optional Redemption
Price (including the Warrant Redemption Price) is paid, in full, the Warrants may be exercised, in whole or in part, by the Holder into
Ordinary Shares in accordance with the terms thereof. All Warrants exercised by the Holder after the Company Optional Redemption Notice
Date shall reduce the aggregate number of Warrants required to be redeemed on the Company Optional Redemption Date. If the Company elects
to cause a Warrant Redemption pursuant to Section 8(c), then it must simultaneously take the same action with respect to all of the other
holders of Warrants then outstanding.


 






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9. 
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 except in connection with a reverse split necessary for the Company to maintain the listing of the Ordinary Shares
on an Eligible Market, 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 non-assessable Ordinary Shares upon the conversion of this Note. Notwithstanding anything herein to the
contrary, if after the sixty (60) calendar day 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.


 


10. 
SUBSEQUENT PLACEMENT OPTIONAL REDEMPTION


 


(a) 
General. At any time from and after the earlier of (x) the date the Holder becomes aware of the occurrence of a Subsequent
Placement (as defined in the Securities Purchase Agreement) and (y) the time of consummation of a Subsequent Placement (in each case,
other than with respect to (I) Excluded Securities and (II) the Ordinary Shares issuable upon conversion of the Notes or exercise of the
Warrants) (each, an “Eligible Subsequent Placement”), solely to the extent the Holder does not participate in such
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 (each, a “Projected Eligible
Subsequent Placement Optional Redemption Amount”) that, if redeemed in a Subsequent Placement Optional Redemption, would result
in a Subsequent Placement Optional Redemption Price (as defined below) not in excess of the Holder’s Holder Pro Rata Amount of 20%
of the gross proceeds (less any reasonable placement agent, underwriter and/or legal fees and expenses) of such Eligible Subsequent Placement
(each, an “Eligible Subsequent Placement Optional Redemption Proceeds”) by delivering written notice thereof (each,
a “Subsequent Placement Optional Redemption Notice”, and the date thereof, each a “Subsequent Placement Optional
Redemption Notice Date”) to the Company.


 






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(b) 
Mechanics. The 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 Proceeds
the Holder is entitled to receive in any corresponding Subsequent Placement Optional Redemption, such Projected Eligible Subsequent Placement
Optional Redemption Amount and the date of such Subsequent Placement Optional Redemption (each, a “Subsequent Placement Optional
Redemption Date”), which shall be the later of (x) the fifth (5th) Trading Day after the date of the applicable Subsequent
Placement Optional Redemption Notice and (y) the second (2nd) Trading Day following the date of the consummation of such Eligible
Subsequent Placement. The portion of this Note subject to Subsequent Placement Optional Redemption pursuant to this Section 10 shall be
redeemed by the Company in cash at a price equal to the Conversion Amount being redeemed as of the Subsequent Placement Optional Redemption
Date (each, a “Subsequent Placement Optional Redemption Price”). Redemptions required by this Section 10 shall be made
in accordance with the provisions of Section 13. Notwithstanding anything to the contrary in this Section 10, but subject to Section 3(d)
until the Holder receives the Subsequent Placement Optional Redemption Price, the Conversion Amount otherwise subject to such Subsequent
Placement Optional Redemption may be converted, in whole or in part, by the Holder into Ordinary Shares pursuant to Section 3, and any
such conversion shall reduce the Conversion Amount otherwise subject to such Subsequent Placement Optional Redemption in the manner set
forth by the Holder in the applicable Conversion Notice.


 


11. 
RESERVATION OF AUTHORIZED SHARES.


 


(a) 
Reservation. So long as any Notes remain outstanding, the Company shall at all times reserve at least 100% of the number
of Ordinary Shares as shall from time to time be necessary to effect the conversion, including without limitation, Alternate Conversions,
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 Floor 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.


 






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(b) 
Insufficient Authorized Shares. If, notwithstanding Section 11(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
11(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 11(a) or this Section 11(b) shall limit any obligations of the Company
under any provision of the Securities Purchase Agreement.


 


12. 
AMORTIZATION. At any time the VWAP of the Ordinary Shares is less than the Floor Price for at least five (5) consecutive
Trading Days in any given calendar month (each, an “Amortization Eligible Month”), the Holder may elect, by delivery
of written notice (each, an “Amortization Redemption Notice”) to the Company at least two (2) Trading Days prior to
the applicable Amortization Date (as defined below), to require the Company redeem in cash (each, an “Amortization”)
on the last Trading Day in such calendar month (each, an “Amortization Date”) such portion of the Conversion Amount
hereunder equal to the lesser of (a) the Conversion Amount then outstanding hereunder and (b) the sum of (i) the applicable Amortization
Amount for such Amortization Date, (ii) accrued and unpaid Interest (including any Make-Whole Amount) with respect to such Amortization
Amount and (iii) accrued and unpaid Late Charges, if any, with respect to such Amortization Amount, Interest and Make-Whole Amount, (each,
an “Amortization Redemption Amount”) at a price (each, an “Amortization Price”) equal to 105% of
such applicable Amortization Redemption Amount. The Amortization Redemption Notice shall specify such applicable Amortization Date, Amortization
Redemption Amount and Amortization Price with respect to the Holder’s Note.


 






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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 Subsequent Placement Optional Redemption Price to the Holder in cash on the applicable Subsequent
Placement Optional Redemption Date. The Company shall deliver the applicable Amortization Price to the Holder in cash on the applicable
Amortization 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 21(d)) representing the outstanding
Principal which has not been redeemed upon receipt of the Holder’s existing Note. 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 21(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 12, if applicable) minus (2) the Principal portion of the Conversion Amount submitted
for redemption and 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 (or an event of 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 (including,
without limitation, Israeli Companies Law, 5759-1999) 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, except for Permitted Senior Indebtedness secured by Permitted Liens.


 


(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 other
that payments of dividends or other distributions from a Subsidiary to the Company or another wholly-owned Subsidiary.


 






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(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; (ii) sales of inventory and product in the ordinary
course of business or (iii) subject to the Company’s compliance with Section 15(h) below, the disposition of assets in arms-length
transactions with non-affiliates of the Company to the extent no longer actively used in the Company’s or any Subsidiary’s
business and, in connection therewith, so long as any indebtedness incurred in connection with the acquisition of such assets has been
paid in full and any Liens on such assets have been released, as applicable, either prior to or in connection with disposition of such
assets or assumed by the transferee with the Company or the applicable Subsidiary being released from any obligation.


 


(g) 
Maturity of Indebtedness. Except as set forth on Schedule 15(g) attached hereto, 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 its Subsidiaries, taken as a whole, 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 except as contemplated by the Merger Agreement; provided, however, that
nothing in this Section 15(h) shall be construed to prohibit the Company from changing its business structure in response to changing
trends or development in the Company’s business and revising its corporate structure to take advantages of both business and technological
developments and new business opportunities reasonably related or synergistic to the business of the Company and its Subsidiaries, as
determined by the Board of Directors.


 


(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 except where the failure to be so qualified does not have a Material Adverse Effect.


 


(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 in all material respects with
the provisions of all material 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.


 






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(k) 
Maintenance of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action reasonably
necessary or advisable to maintain all of the Company Intellectual Property (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, insurance with responsible
and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business
interruption insurance) with respect to its properties (including all material real properties leased or owned by it) and business, in
such amounts and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried
generally in accordance with sound business practice by companies in similar businesses similarly situated.


 


(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. Nothing in this Section 15(m) shall prohibit
the Company from entering into employment agreements and granting options or other equity-based incentives to affiliates who are officers
or directors of the Company under an Approved Stock Plan consistent with the rules and regulations of the Principal Market, the 1933 Act
and the 1934 Act.


 


(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.


 


(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).


 






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(p) 
Change in Collateral; Collateral Records. The Company shall (i) give the Collateral Agent not less than twenty (20) 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 (subject to any extensions) 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, will not have a Material
Adverse Effect). The Company and its Subsidiaries shall file on or before the due date, therefor, subject to any extensions, all personal
property tax returns (except where the failure to file would not, individually or in the aggregate, have a Material Adverse Effect). 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 IFRS.


 






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(s) 
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 or such other independent investigator selected by the Holder,
with the consent of the Company (not to be unreasonably or untimely withheld) 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.


 


16. 
WITHHOLDING TAXES AND GROSS-UP. The Company shall comply with its obligations pursuant to
Section 1(e) of the Securities Purchase Agreement with respect to withholding taxes arising from or in connection with this Senior Secured
Convertible Note, Mutatis Mutandis


 


17. 
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).


 


18. 
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).


 






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19. 
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.


 


20. 
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
and the securities laws of the United States and the State of Israel.


 


21. 
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 21(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 21(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 21(d)) representing the outstanding Principal.


 






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(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 21(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.


 


(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 21(a) or Section 21(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 Make-Whole Amount, Interest and Late Charges on the Principal, Interest and Make-Whole
Amount of this Note, from the Issuance Date.


 


22. 
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).


 






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23. 
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.


 


24. 
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.


 


25. 
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 25 shall permit
any waiver of any provision of Section 3(d).


 


26. 
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 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 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, subject to the consent of the Company not to be unreasonably or untimely withheld, select an
independent, reputable investment bank to resolve such dispute.


 






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(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 26 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 documentation which was not submitted by the Dispute Submission Deadline, as the same
may be extended by the parties or by the investment bank at the request of such party, 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.


 






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(b) 
Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 26 constitutes an agreement to arbitrate
between the Company and the Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice
Law and Rules (“CPLR”) and that the Holder is authorized to apply for an order to compel arbitration pursuant to CPLR
§ 7503(a) in order to compel compliance with this Section 26, (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 26 to any state or federal court sitting in The City of New York, Borough of Manhattan
in lieu of utilizing the procedures set forth in this Section 26 and (v) nothing in this Section 26 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
26).


 


27. 
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 (other than the issuance of Excluded Securities referenced in clauses
(i) – (iv) of the definition of Excluded Securities) 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).


 






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(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 which provides evidence of delivery or attempted delivery 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), payment being deemed to be made on the first Business
Day after delivery of check to such overnight courier service, 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”).


 


28. 
CANCELLATION. After all Principal, accrued Interest, Make-Whole Amount, 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.


 


29. 
WAIVER OF NOTICE. To the extent permitted by law, and except as otherwise provided in this Note, 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.


 






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30. 
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 New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of New York. Except as otherwise required by Section 26 above,
the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York,
Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action or proceeding is 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 26. The Company (on behalf of itself and each of
its Subsidiaries) hereby appoints the Puglisi & Associates as its agent for service of process in New York. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, EACH OF THE COMPANY, AND BY ACCEPTANCE OF THIS NOTE, THE HOLDER, 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 New York 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 Israel 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 Israel 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 Israel or
such other jurisdiction applicable to the Company or any of its Subsidiaries or New York 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 Israel
or such other jurisdiction applicable to the Company or any of its Subsidiaries or any New York 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.


 


31. 
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 31 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 New York 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 31(a)(ii) being hereinafter referred to as the “Judgment Conversion
Date”).


 






    39


     


    

 


(b) 
If in the case of any proceeding in the court of any jurisdiction referred to in Section 31(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.


 


32. 
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).


 


33. 
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.


 


34. 
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).


 






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(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 Event of Default Price” means, with respect to any Alternate Conversion that price which
shall be the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate
Conversion, (ii) the greater of (x) the Floor Price and (y) 85% of the lowest VWAP of the Ordinary Shares on any Trading Day 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 Event of Default 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 Event of Default Measuring Period.


 


(f) 
 “Alternate Conversion Price” means, with respect to any Alternate Conversion that price which shall be the
lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, (ii)
the greater of (x) the Floor Price and (y) 90% of the price computed as the quotient of (I) the sum of the VWAP of the Ordinary Shares
for each of the three (3) Trading Days with the lowest VWAP of the Ordinary Shares during the ten (10) consecutive Trading Day period
ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided
by (II) three (3) (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) 
“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 trades 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.


 






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(h) 
 “Amortization Amount” means, the Holder Pro Rata Amount of $3,000,000


 


(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
and share grants and other equity-based incentive may be issued to any employee, officer, director, consultant or advisor 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) 
 “Bloomberg” means Bloomberg, L.P.


 


(l) 
“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.


 


(m) 
“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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(n) 
“Change of Control Redemption Premium” means 115%.


 


(o) 
“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 26. All such determinations shall be appropriately adjusted for any share splits, share dividends, share
combinations, recapitalizations or other similar transactions during such period.


 


(p) 
“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.


 


(q) 
“Conversion Floor Price Condition” means that the relevant Alternate Conversion Price is being determined based
on clause (x) of such definitions.


 


(r) 
 “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.


 


(s) 
“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”.
From and after the effective time of the Merger, the Current Subsidiaries includes the corporation presently known as Moringa Acquisition
Corp.


 






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(t) 
“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.


 


(u) 
“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).


 


(v) 
“Excluded Securities” means (i) Ordinary Shares or options to purchase Ordinary Shares or other equity-based
incentives issued to directors, officers, employees , consultant or advisors of the Company for services rendered to the Company in their
capacity as such pursuant to an Approved Share Plan (as defined above), 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,
in any given calendar year, exceed more than 10% of the shares of the Common Stock issued and outstanding as of the first calendar day
in such applicable year (after giving effect to the Merger contemplated by the Business Combination Agreement) 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 options to purchase Ordinary Shares
and other equity-based incentives issued pursuant to an Approved Share Plan that are covered by clause (i) above) issued prior to the
Subscription Date, provided that the conversion price and/or exercise price, as applicable, of any such Convertible Securities or Options
(other than options to purchase Ordinary Shares and other equity-based incentives issued pursuant to an Approved Share Plan that are covered
by clause (i) above) is not lowered, none of such Convertible Securities or Options (other than options to purchase Ordinary Shares and
other equity-based incentives issued pursuant to an Approved Share Plan 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
options to purchase Ordinary Shares or other equity-based incentive issued pursuant to an Approved Share Plan 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); (v) any Ordinary Shares issued or issuable in connection with any bona fide strategic or commercial alliances, acquisitions, mergers,
licensing arrangements, and strategic partnerships, provided, that (x) the primary purpose of such issuance is not to raise capital as
reasonably determined, and (y) 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, and (z) 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, (vi) a Permitted Equity Line (as defined in the Securities Purchase Agreement), and (vii) Ordinary Shares and warrants
to purchase Ordinary Shares to be issued to the SPAC (as defined in the Securities Purchase Agreement) shareholders or the underwriters
pursuant to the Merger Agreement and the Ordinary Shares issuable pursuant to such warrants to purchase Ordinary Shares or other rights
to purchase Ordinary Shares.


 






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(w) 
“Excluded Approved Financing Securities” means Ordinary Shares issued in, or upon the conversion or exercise
of Convertible Securities or Options issued pursuant to, as applicable, an Approved Financing, provided that after the time of consummation
of any such Approved Financing, the conversion price and/or exercise price, as applicable, of any such Convertible Securities or Options
is not lowered, none of such Convertible Securities or Options are amended to increase the number of shares issuable thereunder and none
of the terms or conditions of any such Convertible Securities or Options are otherwise materially changed in any manner that adversely
affects any of the Buyers.


 


(x) 
 “Floor Price” means $2.00 (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; provided, that
if on either the six or twelve month anniversaries of the Issuance Date (each, a “Floor Adjustment Date”), the Floor
Price then in effect is higher than 20% of the lower of (x) the closing price on the Principal Market on such applicable Floor Adjustment
Date and (y) the quotient of (A) the sum of each closing price on the Principal Market during the five (5) Trading Day period ending,
and including, such applicable Floor Adjustment Date, divided by (B) five (5) (such lower price, each, a “Floor Adjustment Measurement
Price”), after the close of the Principal Market on such applicable Floor Adjustment Date, the Floor Price then in effect shall
automatically lower to such applicable Floor Adjustment Measurement Price.


 






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(y) 
 “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 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.


 






    46


     


    

 


(z) 
 “IFRS” means International Financial Reporting Standards issued by the International Accounting Standards Board,
consistently applied.


 


(aa) 
“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.


 


(bb) 
“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.


 


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


 


(dd) 
 “Interest Date” means, with respect to any given calendar month, the last Trading Day of such calendar month.


 


(ee) 
“Interest Rate” means five percent (5%) per annum, as may be adjusted from time to time in accordance with Section
2.


 


(ff) 
“Investment” means any beneficial ownership (including share, 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.


 


(gg) 
“ITA” means the Israel Tax Authority.


 


(hh) 
“ITO” means the Israeli Income Tax Ordinance [New Version] 1961 and all the regulations,
rules and orders promulgated therein.


 


(ii) 
“Make-Whole Amount” means, as of any given date and as applicable, in connection with any redemption or other
repayment hereunder, an amount equal to the amount of additional Interest that would accrue under this Note at the Interest Rate then
in effect assuming for calculation purposes that the Principal of this Note as of the Closing Date remained outstanding through and including
the Maturity Date. The Make-Whole Amount with respect to any Principal Amount being converted shall be the Make-Whole Amount relating
to such Principal Amount. For the avoidance of doubt, the Make-Whole Amount shall not include any accrued interest being converted on
any Conversion Date and shall relate to the Interest on such Principal Amount from and after the Conversion Date to the stated Maturity
Date, without regard to any extension permitted by Section 33(ff).


 






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(jj) 
“Maturity Date” shall mean the second anniversary of the date of the initial issuance of this Note; 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 33 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.


 


(kk) 
“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 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, “New Subsidiaries”.


 


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


 


(mm) 
“Ordinary Shares” means (i) the Company’s ordinary shares, NIS 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.


 


(nn) 
 “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.


 


(oo) 
“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) Indebtedness secured
by Permitted Liens or unsecured but as described in clauses (iv) and (v) of the definition of Permitted Liens and (iv) Permitted Senior
Indebtedness.


 


(pp) 
“Permitted Investment” means a bona fide investment, made for fair value and in good faith, in an arms-length
transaction, by the Company or any Subsidiary in connection with the acquisition by the Company or any Subsidiary of all or part of a
synergistic business or an entity the financial statements of which are included in the Company’s consolidated financial statements
or the acquisition by the Company or any Subsidiary of any synergistic assets to be used in its business; provided, that, after the consummation
of such Permitted Investment (and/or acquisition) no Event of Default shall have occurred or be continuing.


 






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(qq) 
“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 IFRS, (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) existing on
such equipment at the time of its acquisition, 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 $150,000,
(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); (viii)
Liens with respect to Permitted Senior Indebtedness and (ix) Liens (A) upon the assets of any entity that is a Permitted Investment, or
(B) existing on the assets of any entity that is a Permitted Investment at the time of its acquisition, provided that the Lien is confined
solely to the assets of such entity that is a Permitted Investment and improvements thereon, and the proceeds of such assets (and neither
the Company nor any other Subsidiary has any guaranty or other recourse with respect to such Lien or indebtedness).


 


(rr) 
“Permitted Senior Indebtedness” means Indebtedness of the Company that (i) is not outstanding prior to one year
from the Closing Date, (ii) is not a Convertible Security and is not issued with (or could result in the issuance of, in the future, as
applicable) any other Ordinary Shares, Convertible Security and/or Options, as applicable, (iii) does not exceed more than $5 million
in the aggregate of all Permitted Senior Indebtedness outstanding as of any given time, (iv) is not issued at any time any Event of Default
has occurred and is continuing, (v) 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 (A) 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 (B) total interest and fees at a rate in excess of 12% per annum, and (v) with lenders (in transactions
that do not, directly or indirectly include any equity or equity-linked securities) consisting of either (A) bona fide holders of trade
debt of the Company incurred by the Company with such holders in the ordinary course of business or (B) an insured bank (as defined in
section 3(h) of the Federal Deposit Insurance Act (12 U.S.C. 1813(h))) or other similar financial institution.


 






    49


     


    

 


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


 


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


 


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


 


(vv) 
“Redemption Premium” means 115%.


 


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


 


(xx) 
“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.


 


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


 


(zz) 
“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 and Warrants, as may
be amended from time to time.


 


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


 


(bbb) 
“Subscription Date” has the meaning set forth in the introductory paragraph of this Note.


 


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


 


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


 


(eee) 
 “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.


 






    50


     


    

 


(fff) 
“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 is 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 are 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.


 


(ggg) 
 “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 26. All such determinations shall be appropriately adjusted
for any share dividend, share split, share combination, recapitalization or other similar transaction during such period.


 


(hhh) 
“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.


 






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35. 
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 35 shall limit any obligations of the Company, or any rights of the Holder, under
Section 4(j) of the Securities Purchase Agreement.


 


36. 
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]


 






    52


     


    

 


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


 


	 	HOLISTO LTD.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


 


 


Senior Convertible Note - Signature Page


 






     


     


    

 


EXHIBIT
I


 


HOLISTO LTD.

CONVERSION NOTICE


 


Reference is made to the Senior
Secured Convertible Note (the “Note”) issued to the undersigned by Holisto Ltd., a company organized under the laws
of Israel (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, $[         ] 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, Make-Whole Amount and accrued and unpaid Late Charges with respect to such portion of the Aggregate Principal and such Aggregate Interest and Aggregate Make-Whole Amount to be converted:	 
	 	 
	AGGREGATE CONVERSION AMOUNT

TO BE CONVERTED:	 



 


Please confirm the following information:


 


	Conversion Price:	 


 


	Number of Ordinary Shares to be issued:	 


 


☐ 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:____________


 






     


     


    

 


Notwithstanding anything to the contrary contained
herein, this Conversion Notice shall constitute a representation by the Holder of the Note submitting this Conversion Notice that after
giving effect to the conversion provided for in this Conversion Notice, such Holder (together with its affiliates) will not have beneficial
ownership (together with the beneficial ownership of such Person’s affiliates) of a number of Ordinary Shares which exceeds the
Maximum Percentage (as defined in the Note) of the total outstanding Ordinary Shares of the Company as determined pursuant to the provisions
of Section 3(d) of the Note.


 


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 ________________________.


 


 


	 	HOLISTO LTD.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: