Exhibit 4.1


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT
made as of October 1, 2021 (the “Issuance Date”), between Mawson Infrastructure Group, Inc., a Delaware corporation
(the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned
subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (and together with Computershare, the “Warrant
Agent”).


 


WHEREAS, the Company
is selling 3,913,044 shares of common stock, par value $0.001 per share (the “Common Stock” and includes any
share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such
Common Stock), of the Company (or in lieu of shares of Common Stock, pre-funded warrants exercisable for shares of Common Stock),
along with a potential additional 586,956 shares of Common Stock, and warrants to purchase 1,956,522 shares of Common Stock, along
with warrants to purchase an additional 293,478 shares of Common Stock (each, a “Warrant Share” and,
collectively, the “Warrant Shares”), subject to adjustment as described herein (each, a
“Warrant” and, collectively, the “Warrants”), pursuant to an Underwriting Agreement, dated
September 28, 2021, by and between the Company and H.C. Wainwright & Co., LLC, as representatives of the several underwriters
named therein (the “Underwriting Agreement”);


 


WHEREAS, the
Company has filed with the Securities and Exchange Commission a Registration Statement, No. 333-258299 on Form S-3 (as the same may be
amended from time to time, the “Registration Statement”) for the registration, under the Securities Act of 1933, as
amended (the “Act”), of the Common Stock, the Warrants and the Common Stock issuable upon exercise of the Warrants
(the “Warrant Shares”), and such Registration Statement was declared effective on August 9, 2021;


 


WHEREAS, the
Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange and exercise of the Warrants;


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all
acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Warrant Agreement.


 


NOW, THEREFORE,
in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in
this Warrant Agreement.


 




     


     


    

 


2. Warrants.



 


2.1 Form
of Warrant. The Warrants shall be held in book-entry form by the Warrant Agent (each such Warrant being a “Book-Entry Warrant
Certificate”). The Warrant Agent will make all arrangements for book-entry settlement. In the event that the Warrants are not
eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, then the Company shall instruct the Warrant
Agent to deliver to each Holder (as defined below) separate certificates evidencing Warrants (“Definitive Certificates”
and, together with the Global Certificate, “Warrant Certificates”), in the form of Exhibit A to this Warrant
Agreement.


 


 2.2 Registration.




 


2.2.1 Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants.


 


2.2.2 Issuance
of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and deliver the Warrants as Book Entry Warrant
Certificates in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests
in the Warrants shall be shown on, the Warrant Register subject to a Holder’s right to elect to receive a Warrant in certificated
form in the form of Exhibit A to this Warrant Agreement. Any Holder desiring to elect to receive a Warrant in certificated form
shall make such request in writing delivered to the Warrant Agent pursuant to Section 2.2.6, and shall surrender to the Warrant Agent
the interest of the Holder on the Warrant Register. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled
thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested.


 


2.2.3 Beneficial
Owner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”) as the absolute
owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary


.


 


2.2.4 Execution.
The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized
Officer”), which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimile
signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need not be the same
signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless so countersigned. In case
any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized Officer of the Company before
countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned
by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificates had
not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at
the actual date of the execution of such Warrant Certificate, shall be an Authorized Officer of the Company authorized to sign such Warrant
Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an Authorized Officer.


 


2.2.5 Proxies.
The Holder of a Warrant may grant proxies or otherwise authorize any person, to take any action that a Holder is entitled to take under
this Warrant Agreement or the Warrants.


 


2.2.6 Warrant
Certificate Request. As stated above, a Holder has the right to elect to receive a Warrant in certificated form in lieu of holding
its Warrant as a Book Entry Warrant Certificate at any time or from time to time a Warrant Exchange (as defined below) pursuant to a
written request to the Warrant Agent for a Warrant Certificate (a “Warrant Certificate Request Notice” and the date
of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date”
and the deemed surrender upon delivery by the Holder of a number of its book-entry Warrants for the same number of Warrants evidenced
by a Definitive Certificate, a “Warrant Exchange”). Upon written notice by a Holder to the Warrant Agent for the exchange
of some or all of such Holder’s Warrants for a Definitive Certificate evidencing the same number of Warrants, the Warrant Agent
shall, as soon as practicable, effect the Warrant Exchange and shall, as soon as practicable, issue and deliver to the Holder a Definitive
Certificate for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate
shall be dated the original issue date of the Warrants, shall be manually executed by an authorized signatory of the Company, shall be
in the form attached hereto as Exhibit A, and shall be reasonably acceptable in all respects to such Holder. In connection with
a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Definitive Certificate to the Holder
within three (3) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate
Request Notice (“Warrant Certificate Delivery Date”).


 




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If the Company or the Warrant Agent
fails for any reason to deliver to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant
Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of
Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrants) of the Common Stock on the Warrant
Certificate Request Notice Date), $10 per Business Day (increasing to $20 per Business Day on the fifth (5th) Business Day
after such liquidated damages begin to accrue) for each Business Day after such Warrant Certificate Delivery Date until such Definitive
Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants
and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the
Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for
all purposes to contain all of the terms and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Warrant
Agreement, shall not apply to the Warrants evidenced by the Definitive Certificate. The Warrant Agent shall have no responsibility for
any liquidated damages that may be payable or paid to any Person under this paragraph for any failure by the Warrant Agent to deliver
to the Holder the Definitive Certificate, on the Company’s behalf. In addition, the Company shall indemnify and hold harmless the
Warrant Agent against all claims made against the Warrant Agent for any such failure except that the Company shall not be obligated to
provide any such indemnification if it is determined by a final, non-appealable judgment of a court of competent jurisdiction that such
failure is due to the Warrant Agent’s gross negligence, bad faith or willful misconduct.


 


2.2.7 For
purposes of clarity, without limiting any of the rights and immunities of the Warrant Agent or modifying the Warrant Agent’s express
duties and obligations hereunder, if there is a conflict between the express terms of this Warrant Agreement and any Definitive Certificate
in the form of Exhibit B hereto with respect to the terms of the Warrants, the terms of such Definitive Certificate shall govern and control.


 


2.3 Detachability
of Warrants. The Common Stock and the Warrants will be issued separately and will be separately transferable immediately upon issuance.


 


 3. Terms and Exercise of Warrants.




 


3.1 Exercise
Price. The exercise price per whole share of the Common Stock under each Warrant shall be $13.80, subject to adjustment hereunder
(the “Exercise Price”).


 


3.2 Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the Issuance
Date and terminating at 5:00 P.M., Eastern time on the date thirty-six (36) months after the Issuance Date or, if such date falls on a
day other than a Business Day or on which trading does not take place on the Trading Market (a “Holiday”), the next day
that is not a Holiday (the “Expiration Date”). Each Warrant not exercised on or before the Expiration Date shall become
void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on
the Expiration Date.


 






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 3.3 Exercise of Warrants.


 


 3.3.1 Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., Eastern time, on any Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its offices designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) are on the records of the Warrant Agent in the Warrant Register, and (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase” and together with the Warrant Certificates and the Book-Entry Warrants, the “Warrant Exercise Documents”), properly completed and duly executed by the registered holder on the reverse of the Warrant Certificate, accompanied by a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association and such other documentation as the Warrant Agent may reasonably request, or, in the case of a Book- Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures. Within one (1) Trading Day after the Exercise Date, such holder must pay the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by wire, certified or official bank check, or wire transfer, in immediately available funds unless such holder has elected to make a cashless exercise pursuant to Section 3.3.8. The term “Warrant Price” as used in this Warrant Agreement refers to price per share of Common Stock at which shares may be purchased at the time the Warrant is exercised.




 


If any of
(A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by
the Warrant Agent after 5:00 P.M., Eastern time, on the specified Exercise Date, the Warrants will be deemed to be received on the Business
Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to
be received on the next succeeding day that is a Business Day. If the Warrants are received or deemed to be received after the Expiration
Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder
or Participant, as the case may be, as soon as practicable. In no event will a registered holder or Participant be entitled to interest
accrued on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The Warrant Agent shall
not have any responsibility or liability relating to the determination as to the validity of any exercise of Warrants which determination
will be made by the Company and the applicable registered holder, and the Warrant Agent may rely upon the instructions of the Company
regarding the validity of any exercise of Warrants. The Warrant Agent shall not have any obligation to inform a registered holder of the
invalidity of any exercise of Warrants. If the Company believes that an exercise by a registered holder is invalid the Company will promptly
notify such registered holder of the such fact and the reasons why it believes the exercise was invalid and will provide a copy of such
notice to the Warrant Agent as soon as practicable.


 


The Warrant Agent
shall forward funds received for warrant exercises in a given month by the fifth (5th) Business Day of the following month
by wire transfer to an account designated by the Company in writing.


 


All
funds received by Computershare under this Warrant Agreement that are to be distributed or applied by Computershare in the
performance of services (the “Funds”) shall be held by Computershare as agent for the Company and deposited in
one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to the terms
of this Warrant Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with
Tier 1 capital exceeding $1 billion or with an average rating above investment grade by Standard and Poor’s Corporation (LT
Local Issuer Credit Rating), Moody’s Investors Service, Inc. (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default
Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of
the Funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting
from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest,
dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends
or earnings to the Company, any holder or any other Person.


 






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3.3.2 Issuance
of Certificates. The Warrant Agent shall, within a reasonable time, advise the Company and the Company’s transfer agent and
registrar (the “Transfer Agent”) in respect of (a) the Warrant Shares issuable upon such exercise as to the number
of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder
or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive
Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a
Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry
Warrant Certificate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the
Company, the Warrant Agent or such transfer agent and registrar shall reasonably require. So long as the Holder delivers the Warrant Price
(or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents
have been delivered to the Warrant Agent, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading
Days comprising the Standard Settlement Period, in each case following the date on which the Warrant Exercise Documents have been delivered
to the Company, or, if the Holder does not deliver the Warrant Price (or notice of a Cashless Exercise) on or prior to the first (1st)
Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the
first (1st) Trading Day following the date on which the Warrant Price (or notice of a Cashless Exercise) is delivered (such earlier date,
the “Share Delivery Date”), the Company shall cause the Warrant Agent to (X) provided that the Transfer Agent is participating
in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled
pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system,
or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight
courier to the address as specified in the Warrant Exercise Documents, a certificate, registered in the name of the Holder or its designee,
for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. If the Warrant Agent fails for any reason
to deliver to such registered holder or Participant, as the case may be, the Warrant Shares subject to an exercise notice by the Share
Delivery Date, the Company shall pay to the registered holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of
Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable exercise notice), $10 per
Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue)
for each Trading Day after such Share Delivery Date until such Warrant Shares are delivered or the registered holder rescinds such exercise.
The Warrant Agent shall have no responsibility for any liquidated damages that may be payable or paid to any registered holder or Participant
under this paragraph for any failure by the Warrant Agent to execute, issue and deliver, on the Company’s behalf, the Warrant Shares
as required by this paragraph. In addition, the Company shall indemnify and hold harmless the Warrant Agent against all claims made against
the Warrant Agent for any such failure except that the Company shall not be obligated to provide any such indemnification if it is determined
by a final, non- appealable judgment of a court of competent jurisdiction that such failure is due to the Warrant Agent’s gross
negligence, bad faith or willful misconduct.


 


If the Warrant
Agent fails to comply with the preceding paragraphs in this Section 3.3.2 by the Share Delivery Date, then, without limiting the rights
and immunities of the Warrant Agent hereunder, in addition to other rights it may have hereunder, the registered holder or Participant
will have the right to rescind its exercise.


 






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Notwithstanding
the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. Eastern time on the Exercise Date, which
may be delivered at any time after the time of execution of the Underwriting Agreement, the Warrant Agent agrees to deliver the Warrant
Shares subject to such notice(s) by 4:00 p.m. Eastern time on the Exercise Date and the Exercise Date shall be the Share Delivery Date
for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received
by such Share Delivery Date.


 


3.3.3 Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Warrant Agreement shall
be validly issued, fully paid and nonassessable.


 


3.3.4 Dividends.
The accrual of dividends, if any, on the Warrant Shares issued hereunder will be governed by the terms generally applicable to the Common
Stock. From and after the issuance of such Warrant Shares, the former holder of the Warrants exercised will be entitled to the benefits
generally available to other holders of Common Stock, including the accrual of dividends, if any, on such Warrant Shares even prior to
exercise of such Warrant Shares, and such former holder’s right to receive payments of dividends and any other amounts payable in
respect of the Warrant Shares shall be governed by, and shall be subject to, the terms and provisions generally applicable to the Common
Stock.


 


3.3.5 No
Fractional Exercise. A registered holder may exercise a Warrant from time to time only for whole shares of Common Stock. No fractional
shares or scrip representing fractional shares shall be issued upon the exercise of a Warrant. As to any fraction of a share which the
holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.
If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the number of unexercised
Warrants remaining shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2 of this Warrant Agreement,
and delivered to the holder of the Warrant Certificate at the address specified on the books of the Warrant Agent or as otherwise specified
in writing by such registered holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation
shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate,
evidencing the balance of the Warrants remaining after such exercise. Whenever a payment for fractional shares is to be made by the Warrant
Agent under this Warrant Agreement, the Company shall promptly prepare and deliver to the Warrant Agent a certificate setting forth in
reasonable detail the facts related to such payments and the prices and formulas utilized in calculating such payments. The Warrant Agent
shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge
of, any payment for fractional shares under this Warrant Agreement relating to the payment of fractional shares unless and until the Warrant
Agent shall have received such a certificate and sufficient monies. The Company shall provide an initial funding of one thousand dollars
($1,000) for the purpose of issuing cash in lieu of fractional shares. From time to time thereafter, the Warrant Agent may request additional
funding to cover payments for fractional Warrant Shares. The Warrant Agent shall have no obligation to make such payments for fractional
Warrant Shares unless the Company shall have provided the necessary funds to pay in full all amounts due and payable with respect thereto.
Upon expiration of the term of all Warrants or the earlier exercise of all Warrants any balance remaining of such funds shall be paid
to the Company.


 






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3.3.6 No
Transfer Taxes. Issuance of Warrant Shares shall be made without charge to a registered holder for any issue or transfer tax or other
incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and
such Warrant Shares shall be issued in the name of the registered holder or in such name or names as may be directed by the registered
holder; provided, however, that in the event Warrant Shares are to be issued in a name other than the name of the registered holder, a
Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the registered holder
and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.
The Company shall pay all transfer agent fees required for same-day processing of any exercise notice. The Warrant Agent shall not have
any duty or obligation to take any action under any section of this Warrant Agreement that requires the payment of taxes and/or charges
unless and until it is satisfied that all such payments have been made.


 


3.3.7 Date
of Issuance. Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed
to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price was
made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when
the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close
of business on the next succeeding date on which the stock transfer books are open. Upon receipt by the Company of a duly executed Notice
of Exercise (which may be by facsimile or email), a registered holder shall be deemed to have exercised its Warrant as specified in the
Notice of Exercise for purposes of Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended.


 


3.3.8 Optional
Cashless Exercise. If at any time during the term of this Warrant Agreement there is no effective registration statement registering,
or no current prospectus available for, the issuance or resale of the Warrant Shares by the registered holder, then the Warrant may also
be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the holder shall be entitled to
receive a number of Warrant Shares determined according to the following formula (a “Cashless Exercise”):


 


	Net
    Number = 	(A
    x B) - (A x C)	 
	 	B	 




 


For purposes of the foregoing
formula:


 


A= the total
number of shares with respect to which the Warrants are then being exercised.


 


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


 


C= the Exercise
Price then in effect for the applicable Warrant Shares at the time of such exercise.


 






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If Warrant
Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities
Act of 1933, as amended, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding
period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any
position contrary to this Section 3.3.8.


 


3.3.9 Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall promptly issue to the registered holder the number of Warrant Shares that are not disputed.


 


3.3.10 Limitations
on Exercise. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of
a Warrant, and the Holder shall not have the right to exercise any portion of a Warrant, pursuant to the terms and conditions of the Warrant
and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the
Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (or at the election of a Holder
prior to the date of issuance, 9.99%) (the “Maximum Percentage”) of the number of shares of Common Stock outstanding
immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock
beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder
and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants with respect to which
the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon
(A) exercise of the remaining, unexercised portion of the Warrants beneficially owned by the Holder or any of the other Attribution Parties
and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation,
any convertible notes or convertible preferred stock or warrants, including the other 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 3.3.10.
For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “1934 Act”). For purposes of the Warrants, in determining the number of outstanding shares
of Common Stock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder may rely
on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly
Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the Securities and Exchange Commission (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 setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the
Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than
the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then
outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant
to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to
be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”)
and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction
Shares. 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 shares of Common Stock then outstanding. In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company,
including the Warrants, 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 Common Stock to the Holder upon exercise of the Warrants 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
shares of Common Stock (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.
As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the
Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from
time to time increase 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 Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of
Common Stock issuable pursuant to the terms of the Warrants 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
exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect
to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 3.3.10 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 3.3.10 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 the Warrants.


 






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3.4 Company’s
Failure to Timely Deliver Securities. If either (I) the Company shall fail for any reason or for no reason on or prior to the
applicable Share Delivery Date, (x) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer
Program, to issue to the Holder a certificate for the number of shares of Common Stock to which the Holder is entitled and register
such Common Stock on the Company’s share register or (y) if the Transfer Agent is participating in the DTC Fast Automated Securities
Transfer Program, to credit the Holder’s balance account with DTC, for such number of shares of Common Stock to which the Holder is
entitled upon the Holder’s exercise of the Warrants or (II) a registration statement (which may be the Registration Statement)
covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice
Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares and (x)
the Company fails to promptly, but in no event later than one (1) Business Day after such registration statement becomes
unavailable, to so notify the Holder and (y) the Company is unable to deliver the Exercise Notice Warrant Shares electronically
without any restrictive legend by crediting such aggregate number of Exercise Notice Warrant Shares 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 to as a “Notice Failure” and, together with the event
described in clause (I) above, an “Exercise Failure”), then, in addition to all other remedies available to the
Holder, if on or prior to the applicable Share Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast
Automated Securities Transfer Program, the Company shall fail to issue and deliver a certificate to the Holder and register such
shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated
Securities Transfer Program, credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the
Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below or
(II) a Notice Failure occurs, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise)
Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the
Holder anticipated receiving from the Company (a “Buy- In”), then the Company shall, within three (3) Trading Days
after 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 and other out-of-pocket expenses, if any) for the shares of Common Stock so
purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue
such shares of Common Stock) or credit such Holder’s balance account with DTC for such shares of Common Stock shall terminate, or
(ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock
or credit such Holder’s balance account with DTC, as applicable, and pay cash to the Holder in an amount equal to the excess (if
any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) any trading price of the Common
Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable Exercise Date and
ending on the applicable Share Delivery Date.


 


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 Warrant Shares
(or to electronically deliver such Warrant Shares) upon the exercise of the Warrants as required pursuant to the terms hereof. While the
Warrants are outstanding, the Company shall cause its transfer agent to participate in the DTC Fast Automated Securities Transfer Program.


 


In addition to the foregoing rights,
(i) if the Company fails to deliver the applicable number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable Share
Delivery Date, then the Holder shall have the right to rescind such exercise in whole or in part and retain and/or have the Company return,
as the case may be, any portion of the Warrants that has not been exercised pursuant to such Exercise Notice; provided that the rescission
of an exercise shall not affect the Company’s obligation to make any payments that have accrued prior to the date of such notice
pursuant to this Section 1(c) or otherwise, and (ii) if a registration statement (which may be the Registration Statement) covering the
issuance or resale of the Warrant Shares that are subject to an Exercise Notice is not available for the issuance or resale, as applicable,
of such Exercise Notice Warrant Shares and the Holder has submitted an Exercise Notice prior to receiving notice of the non-availability
of such registration statement and the Company has not already delivered the Warrant Shares underlying such Exercise Notice electronically
without any restrictive legend by crediting such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise
to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, the Holder
shall have the option, by delivery of notice to the Company, to (x) rescind such Exercise Notice in whole or in part and retain or have
returned, as the case may be, any portion of the Warrants that has not been exercised pursuant to such Exercise Notice; provided that
the rescission of an Exercise Notice shall not affect the Company’s obligation to make any payments that have accrued prior to the
date of such notice pursuant to this Section 3.4 or otherwise, and/or (y) switch some or all of such Exercise Notice from a cash exercise
to a Cashless Exercise.


 






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3.5 Cost
Basis Information. (a) In the event of a cash exercise, the Company hereby instructs the Warrant Agent to record cost basis for newly
issued shares in a manner to be subsequently communicated by the Company in writing to the Warrant Agent.


 


(b) In
the event of a cashless exercise, the Company shall provide cost basis for shares issued pursuant to a cashless exercise at the time the
Company confirms the number of Warrant Shares issuable in connection with the cashless exercise to the Warrant Agent pursuant to Section
3.3.3 hereof.


 


3.6 Rule
144. (a) If the Warrant Shares are issued in a cashless exercise, the Company and the registered holder undertaking such cashless
exercise acknowledge and agree that in accordance with Section 3(a)(9) of the Act, other than a change in law, the Warrant Shares take
on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under the Act, as in effect
on the Issuance Date, it is intended that the Warrant Shares issued in a cashless exercise shall be deemed to have been acquired by the
holder of the Warrant Shares, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date the Warrants
being exercised were originally issued pursuant to the Underwriting Agreement.


 


(b) The
Company shall, at all times prior to the earlier to occur of (i) the date of sale or other disposition by the holders of a Warrant of
or all shares of Common Stock issued on exercise of such Warrant or (ii) the expiration or earlier termination of a Warrant if a Warrant
has not been exercised in full or in part on such date, use commercially reasonable efforts to timely file all reports required under
the Exchange Act and otherwise timely take all actions necessary to permit the holder of such Warrant and/or the shares of Common Stock
issued on exercise thereof to sell or otherwise dispose of such Warrant and shares pursuant to Rule 144 promulgated under the Act, provided
that the foregoing shall not apply in the event of a Merger Event following which the successor or surviving entity is not subject to
the reporting requirements of the Exchange Act. If the holder of a Warrant proposes to sell Common Stock issuable upon the exercise of
such Warrant in compliance with Rule 144, then, upon the holder of the Warrant’s written request to the Company, the Company shall
furnish to the holder of the Warrant, within five (5) Business Days after receipt of such request, a written statement confirming the
Company’s compliance with the filing and other requirements of such Rule 144.


 


 4. Adjustments.




 


4.1 Voluntary
Adjustment By Company. The Company may at any time during the term of the Warrants reduce the then current Exercise Price to any amount
and for any period of time deemed appropriate by the Board of Directors of the Company.


 


4.2 Adjustment
Upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock
split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number
of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant
Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock
split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price
in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately
decreased. Any adjustment under this Section 4.2 shall become effective at the close of business on the date the subdivision or combination
becomes effective.


 






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4.3 Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time on or after the Issuance Date and on or prior to
the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities
or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder
will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have
acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of the Warrants (without regard
to any limitations or restrictions on exercise of the Warrants, including without limitation, the Maximum Percentage) immediately before
the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date
as of which the record holders of Common Stock are to be determined for the grant, issuance 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 such
extent (and shall not be entitled to beneficial ownership of such Common Stock as a result of such Purchase Right (and beneficial ownership)
to such extent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times
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 to be held similarly in abeyance) to the same extent as if there had been no such limitation).


 


4.4 Rights
Upon Distribution of Assets. In addition to any adjustments pursuant to Section 2 above, if, on or after the Issuance Date and on
or prior to the Expiration Date, the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire
its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution
of cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after
the issuance of the Warrants, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent
that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise
of the Warrants (without regard to any limitations or restrictions on exercise of the Warrants, including without limitation, the Maximum
Percentage) immediately before 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 shares of Common Stock are to be determined for the participation in such Distribution (provided,
however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the
other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution
to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and
beneficial ownership) to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until
such time or times 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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4.5 Fundamental
Transaction. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing
all of the obligations of the Company under the Warrants in accordance with the provisions of this Section 4.5, including agreements to
deliver to the Holder in exchange for the Warrants a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to the Warrants, including, without limitation, which is exercisable for a corresponding number of shares
of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of the Warrants (without regard to any
limitations on the exercise of the Warrants) prior to such Fundamental Transaction, and with an exercise price which applies the exercise
price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to
such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number of shares of capital stock
and such exercise price being for the purpose of protecting the economic value of the Warrants immediately prior to the consummation of
such Fundamental Transaction). Upon the consummation of each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for the Company (so that from and after the date of the applicable Fundamental Transaction, the provisions of the Warrants 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 the Warrants with the same effect as if such Successor
Entity had been named as the Company herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to
the Holder confirmation that there shall be issued upon exercise of the Warrants at any time after the consummation of the applicable
Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items
still issuable under Sections 4.3 and 4.4 above, which shall continue to be receivable thereafter)) issuable upon the exercise of the
Warrants prior to the applicable Fundamental Transaction, such shares of common stock (or its equivalent) of the Successor Entity (including
its Parent Entity) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had
the Warrants been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise
of the Warrants), as adjusted in accordance with the provisions of the Warrants. Notwithstanding the foregoing, and without limiting Section
3.3.10 hereof, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 4.5 to permit
the Fundamental Transaction without the assumption of the Warrants. In addition to and not in substitution for any other rights hereunder,
prior to the consummation of each Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive
securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall
make appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of the Warrants at any
time after the consummation of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common
Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 4.3 and 4.4 above, which shall
continue to be receivable thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of
stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) (collectively,
the “Corporate Event Consideration”) which the Holder would have been entitled to receive upon the happening of the applicable
Fundamental Transaction had the Warrants been exercised immediately prior to the applicable Fundamental Transaction (without regard to
any limitations on the exercise of the Warrants). The provision made pursuant to the preceding sentence shall be in a form and substance
reasonably satisfactory to the Holder. The provisions of this Section 4.5 shall apply similarly and equally to successive Fundamental
Transactions and Corporate Events. Notwithstanding the foregoing, in the event of a Change of Control that is approved by the Company’s
Board of Directors (and not for avoidance of doubt if the Chang of Control is not within the Company’s control), the Holder shall
be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such Change of Control, the same type
or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the Warrants, that is
being offered and paid to the holders of Common Stock of the Company in connection with the Change of Control, whether that consideration
be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from
among alternative forms of consideration in connection with the Change of Control.


 






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4.6 Reserved.


 


 4.7 Notices.




 


Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 4, the Company shall give prompt
written notice thereof to the Warrant Agent, which notice shall set forth the Exercise Price after such adjustment and set forth a brief
statement of the facts requiring such adjustment. The Company agrees that it will provide the Warrant Agent with any new or amended exercise
terms. The Warrant Agent shall have no obligation under any Section of this Warrant Agreement to determine whether an adjustment made
hereunder has occurred or are scheduled or contemplated to occur or to calculate any of the adjustments set forth in this Warrant Agreement.


 


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


 






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4.8 Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after
such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant
to this Warrant Agreement.


 


4.9 Calculations.
All calculations under this Section 4 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 4, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the
number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


 5. Transfer and Exchange of Warrants.




 


5.1 Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, duly endorsed with signatures properly guaranteed by an eligible guarantor institution participating
in a signature guarantee program approved by the Securities Transfer Association and accompanied by appropriate instructions for transfer.
Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be
cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
the request and at the expense of the Company.


 


5.2 Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer,
and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein
or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository,
to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant
and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such
transfer may be made and indicating whether the new Warrants or Warrant Shares must also bear a restrictive legend. Upon any such registration
of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee
a new Warrant Certificate or Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised
Warrants. A party requesting transfer of Warrants must provide any evidence of authority that may be required by the Warrant Agent, including
but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved
by the Securities Transfer Association.


 






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5.3 Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance
of a warrant certificate for a fraction of a warrant.


 


5.4 Service
Charges. A registered holder shall not incur any service charge for any exchange or registration of transfer of Warrants.


 


5.5 Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms
of this Warrant Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


 6. Other Provisions Relating to Rights of Registered Holders of Warrants.




 


6.1 No
Rights as Stockholder. Except as otherwise specifically provided herein, a registered holder, solely in its capacity as a holder of
a Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,
nor shall anything contained in this Warrant Agreement be construed to confer upon a registered holder, solely in its capacity as the
registered holder of a Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the registered holder of
the Warrant Shares which it is then entitled to receive upon the due exercise of a Warrant. In addition, nothing contained in this Warrant
Agreement shall be construed as imposing any liabilities on a registered holder to purchase any securities (upon exercise of a Warrant
or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder.


 


6.2 Lost,
Stolen or Destroyed Warrants. The Warrant Agent shall issue replacement Warrants in a form mutually agreed to by Warrant Agent and
the Company for those certificates alleged to have been lost, stolen or destroyed, upon receipt by Warrant Agent of an open penalty surety
bond satisfactory to it and holding it and Company harmless and, at the Company’s or the Warrant Agent’s request, reimbursement
to the Company and the Warrant Agent of all reasonable expenses incidental thereto, absent notice to Warrant Agent that such certificates
have been acquired by a bona fide purchaser. The Warrant Agent may, at its option, issue replacement Warrants for mutilated certificates
upon presentation thereof without such indemnity.


 






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6.3 Authorized
Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that
will be sufficient to permit the exercise in full of the Warrants.


 


6.4 NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws, or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance or sale of securities, or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, and will at all
times in good faith carry out all of the provisions of the Warrants and take all action as may be required to protect the rights of the
Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock
receivable upon the exercise of the Warrants above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise
of the Warrants, and (iii) shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available
out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrants, the number
of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard
to any limitations on exercise).


 


 7. Concerning the Warrant Agent and Other Matters.




 


7.1 Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance, transfer or delivery of shares of Common Stock upon the exercise of Warrants, but the Company or the
Warrant Agent shall not be obligated to pay any transfer taxes or charges in respect of the Warrants or such shares in connection with
a transfer to a different holder. The Warrant Agent shall not register any transfer or issue or deliver any Warrant Certificate(s) unless
or until the persons requesting the registration or issuance shall have paid to the Warrant Agent for the account of the Company the amount
of such transfer tax and charges, if any, or shall have established to the reasonable satisfaction of the Company and the Warrant Agent
that such transfer tax and charges, if any, have been paid.


 






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 7.2 Resignation, Consolidation, or Merger of Warrant Agent.




 


7.2.1 Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company pursuant to the
notice provisions in Section 8.2 hereof. In the event the transfer agency relationship, if any, in effect between the Company and the
Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this
Warrant Agreement as of the effective date of such termination. If the office of the Warrant Agent becomes vacant by resignation or incapacity
to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall
fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity
by the Warrant Agent or by the holder of the Warrant (who shall, with such notice, submit his Warrant for inspection by the Company),
then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment
of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court,
shall be authorized under applicable laws to exercise the powers of a transfer agent and subject to supervision or examination by federal
or state authorities. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities,
duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any
further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver,
at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and
deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all
such authority, powers, rights, immunities, duties, and obligations.


 


7.2.2 Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


7.2.3 Merger
or Consolidation of Warrant Agent. Any Person into which the Warrant Agent may be merged or converted or with which it may be consolidated
or any Person resulting from any merger, conversion, or consolidation to which the Warrant Agent shall be a party, or any Person succeeding
to the business of the Warrant Agent (including the acquisition of all or substantially all of the assets of the Warrant Agent), shall
be the successor Warrant Agent under this Warrant Agreement without any further act by the parties.


 


 7.3 Fees and Expenses of Warrant Agent.




 


7.3.1 Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder in accordance with
a fee schedule to be mutually agreed upon and will reimburse the Warrant Agent upon demand for all expenditures (including the reasonable
expenses and fees of counsel) and disbursements that the Warrant Agent may reasonably incur in the incurred in the preparation, delivery,
negotiation, amendment, administration and execution of this Warrant Agreement and the exercise and performance of its duties hereunder.


 


7.3.2 Further
Assurances. The Company shall perform, acknowledge and deliver or cause to be performed, acknowledged and delivered all such further
and other acts, documents, instruments and assurances as may be reasonably required by the Warrant Agent for the carrying out or performing
by the Warrant Agent of the provisions of this Warrant Agreement.


 






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 7.4 Liability of Warrant Agent.




 


7.4.1 Reliance
on Company Statement. Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chief Executive Officer, Chief Financial Officer, President or Chairman of the Board of Directors of the
Company and delivered to the Warrant Agent. The Warrant Agent may rely upon, and be held harmless for such reliance, such statement for
any action taken or suffered by it pursuant to the provisions of this Warrant Agreement, and shall not be held liable in connection with
any delay in receiving such statement.


 


7.4.2 Indemnification.
The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any actual out-of-pocket costs, expenses
(including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become
subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions or omissions as Warrant Agent
pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect
to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its own gross
negligence, bad faith, or willful misconduct (each as determined in a final, non-appealable judgment of a court of competent jurisdiction).
Any costs and expenses incurred by the Warrant Agent in enforcing this right of indemnification shall be paid by the Company. This provision
shall survive the expiration of the Warrants and the termination of this Agreement and the resignation, replacement or removal of the
Warrant Agent.


 


7.4.3 Instructions.
From time to time, the Company may provide the Warrant Agent with instructions concerning the services performed by the Warrant Agent
hereunder. In addition, at any time the Warrant Agent may apply to any officer of the Company for instruction, and may consult with legal
counsel for Warrant Agent or the Company with respect to any matter arising in connection with the services to be performed by the Warrant
Agent under this Warrant Agreement. The Warrant Agent and its agents and subcontractors shall not be liable and shall be indemnified by
the Company for any action taken or omitted by the Warrant Agent in reliance upon any Company instructions or upon the advice or opinion
of such counsel. The Warrant Agent shall not be held to have notice of any change of authority of any person, until receipt of written
notice thereof from the Company.


 


7.4.4 Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity
or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant
or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible to make calculations under Section 3.3.8
or any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant
Agreement or any Warrant or as to whether any shares of Common Stock will when issued be valid and fully paid and nonassessable.


 






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


 


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


 


(c) The
Warrant Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Warrants with
respect to any action or default by the Company, including, without limiting the generality of the foregoing, any duty or responsibility
to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.


 


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


 


(e) The
Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or
by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct
of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, absent gross
negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction) in the selection
and continued employment thereof.


 


(f) The
Warrant Agent may rely on and shall be held harmless and protected and shall incur no liability for or in respect of any action taken,
suffered or omitted to be taken by it in reliance upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission,
telegram or other document, or any security delivered to it, and believed by it to be genuine and to have been made or signed by the proper
party or parties, or upon any written or oral instructions or statements from the Company with respect to any matter relating to its acting
as Warrant Agent hereunder.


 


(g) The
Warrant Agent shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject it
to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity
satisfactory to it.


 






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(h) The
Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to any
registration statement filed with the Commission or this Warrant Agreement, including without limitation obligations under applicable
regulation or law.


 


(i) The
Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrants authenticated by
the Warrant Agent and delivered by it to the Company pursuant to this Warrant Agreement or for the application by the Company of the proceeds
of the issue and sale, or exercise, of the Warrants.


 


(j) The
Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions
hereof (and no duties or obligations shall be inferred or implied). The Warrant Agent shall not assume any obligations or relationship
of agency or trust with any of the owners or holders of the Warrants.


 


(k) The
Warrant Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an “eligible
guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature
guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or
any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed.


 


(l) In
the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or
other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain
from taking any action, and shall be fully protected and shall not be liable in any way to Company, the holder of any Warrant Certificate
or Book-Entry Warrant Certificate or any other person or entity for refraining from taking such action, unless the Warrant Agent receives
written instructions signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of Warrant Agent. The foregoing
shall not eliminate any liability that the Company may have to any registered holder or holder of any Warrant Certificate or Book-Entry
Warrant Certificate.


 


7.5 Limitation
on Liability of Warrant Agent. Except in connection with Warrant Agent’s fraud, gross negligence, or breach of Section
8.14 (in each case as determined by final non-appealable judgment of a court of competent jurisdiction), notwithstanding anything
else contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Warrant Agreement with
respect to, arising from, or arising in connection with this Warrant Agreement, or from all services provided or omitted to be
provided under this Warrant Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the
amounts paid hereunder by the Company to Warrant Agent as fees and charges, but not including reimbursable expenses, during the
twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought. Sections 7.1, 7.3, 7.4,
7.5 and 8.15 shall survive the expiration of the Warrants, the termination of this Warrant Agreement and the resignation,
replacement or removal of the Warrant Agent.


  



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7.6 Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Warrant Agreement and agrees to perform the same upon the
express terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of shares of Common Stock
through the exercise of Warrants.


 


7.7 Opinion
of Counsel. The Company shall provide an opinion of counsel prior to the Issuance Date to set up a reserve of Warrants and related
Common Stock. The opinion shall state that all Warrants or Common Stock, as applicable, are:


 


(1) registered
under the Act, or are exempt from such registration, and all appropriate state securities law filings have been made with respect to the
warrants or shares; and


 


 (2) validly issued, fully paid and non-assessable.




 


 8. Miscellaneous Provisions.




 


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


 


8.2 Notices.
Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the holder of any
Warrant to or on the Company shall be in writing and delivered by hand or sent by registered or certified mail or overnight courier service
addressed (until another address is filed in writing by the Company with the Warrant Agent), or by facsimile transmission (as long as
the sender maintains a fax delivery report confirming receipt by the recipient and is considered delivered when sent or if after normal
business hours the next Business Day) or by email (as long as no bounce back is received by the sender), as follows:


 


MAWSON INFRASTRUCTURE GROUP INC.


LEVEL 5, 97 PACIFIC HIGHWAY


NORTH SYDNEY NSW C3 2060


Attn: CEO


james@mawsoninc.com


 






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Any notice, statement or demand authorized
by this Warrant Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be in writing
and delivered by hand or overnight courier service addressed (until another address is filed in writing by the Warrant Agent with the
Company) as follows:


 


Computershare Inc.


Computershare Trust Company, N.A.


150 Royall Street


Canton, MA 02021 

Attn: Client Services


 


8.3 Jurisdiction.
The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed in all respects by the laws
of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in
any way to this Warrant Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court
for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company
hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenience forum. Any such process or
summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 8.2 hereof. Such mailing shall be deemed personal service and shall
be legal and binding upon the Company in any action, proceeding or claim.


 


8.4 Persons
Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of
the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties
hereto and the registered holders of the Warrants, any right, remedy, or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained
in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the
registered holders of the Warrants.


 


8.5 Examination
of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant
Agent, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for
inspection by it.


 


8.6 Counterparts.
This Warrant Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature
to this Warrant Agreement transmitted electronically shall have the same authority, effect, and enforceability as an original signature.


 


8.7 Effect
of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect
the interpretation thereof.


 






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8.8 Amendments.
All modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the
written consent of the Company and the Warrant Agreement, on the one hand, and the registered holders of Warrants equal to at least 67%
of the Warrant Shares issuable upon exercise of all then outstanding Warrants, on the other hand. As a condition precedent to the Warrant
Agent’s execution of any amendment, the Company shall deliver to the Warrant Agent a certificate from an Authorized Officer that
states that the proposed amendment is in compliance with the terms of this Section 8.8. No consideration shall be offered or paid to any
person to amend or consent to a waiver or modification of any provision of this Warrant Agreement unless the same consideration is also
offered to all holders of the Warrants. Notwithstanding anything in this Warrant Agreement to the contrary, the Warrant Agent shall not
be required to execute any supplement or amendment to this Warrant Agreement that it has determined would adversely affect its own rights,
duties, obligations or immunities under this Warrant Agreement. No supplement or amendment to this Warrant Agreement shall be effective
unless duly executed by the Warrant Agent.


 


8.9 Severability.
Wherever possible, each provision of this Warrant Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of
this Warrant Agreement; provided, however, that if such prohibited and invalid provision shall adversely affect the rights, immunities,
liabilities, duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled to resign immediately upon written notice
to the Company.


 


8.10 Restrictions.
Each registered holder acknowledges that the Warrant Shares acquired upon the exercise of a Warrant, if not registered, and the registered
holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


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


 


8.12 Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the registered holder to exercise a Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of a registered holder, shall give rise to any liability of each
registered holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.


 






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8.13 Remedies.
The registered holders, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance by the Company of the registered holders rights under this Warrant Agreement. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant Agreement
and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.
Notwithstanding the foregoing or anything else herein to the contrary, other than as expressly provided in Section 3.3.2, Section 3.4
or Section 4.5 hereof, if the Company is for any reason unable to issue and deliver Warrant Shares upon exercise of this Warrant as required
pursuant to the terms hereof, the Company shall have no obligation to pay to the holder any cash or other consideration or otherwise “net
cash settle” this Warrant; provided that the foregoing shall not limit or supersede the applicability of Section 4.5 hereof.


 


8.14 Confidentiality.
The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including
inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the carrying
out of this Warrant Agreement including the fees for services set forth in a mutually agreed upon schedule shall remain confidential,
and shall not be voluntarily disclosed to any other person, except as may be required by law, including, without limitation, pursuant
to subpoenas from state or federal government authorities (e.g., in divorce and criminal actions).


 


8.15 Consequential
Damages. Neither party to this Warrant Agreement shall be liable to the other party for any consequential, indirect, special or incidental
damages (including lost profits) under any provisions of this Warrant Agreement or for any consequential, indirect, punitive, special
or incidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility
of such damages.


 


8.16 Force
Majeure. Notwithstanding anything to the contrary contained herein, the Warrant Agent will not be liable for any delays or failures
in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage
of supply, epidemics, pandemics, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due
to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.


 


9. Certain
Definitions. For purposes of this Warrant Agreement, the following terms shall have the following meanings:


 


9.1 “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 stock 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.


 






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9.2 “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 Common Stock 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.


 


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


 


9.4 “Black
Scholes Value” means the value of the Warrants based on the Black- Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg determined as of the day immediately following the first public announcement of the applicable Change of Control,
or, if the Change of Control is not publicly announced, the date the Change of Control is consummated, for pricing purposes and reflecting
(i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of the Warrants as of such
date of request, (ii) an expected volatility equal to the greater of (x) 100% and (y) the volatility obtained from the HVT function on
Bloomberg for the one hundred (100) Trading Day period beginning with the First Trading Day immediately following the public announcement
of the applicable Change of Control (iii) the underlying price per share used in such calculation shall be the greater of (a) the highest
VWAP during the five (5) Trading Days prior to the closing of the Change of Control and (b) the sum of the price per share being offered
in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Change of Control, (iv) a zero cost of borrow
and (v) a 365 day annualization factor.


 


9.5 “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 or executive order to remain closed.


 






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9.6 “Change
of Control” means any Fundamental Transaction other than (i) any reorganization, recapitalization or reclassification of the
Common Stock 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 respect, 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, (ii) pursuant to a migratory merger effected solely for the purpose of changing
the jurisdiction of incorporation of the Company or (iii) a merger in connection with a bona fide acquisition by the Company of any Person
in which (x) the gross consideration paid, directly or indirectly, by the Company in such acquisition is not greater than 20% of the Company’s
market capitalization as calculated on the date of the consummation of such merger and (y) such merger does not contemplate a change to
the identity of a majority of the board of directors of the Company. Notwithstanding anything herein to the contrary, any transaction
or series of transaction that, directly or indirectly, results in the Company or the Successor Entity not having Common Stock or common
stock, as applicable, registered under the 1934 Act and listed on an Eligible Market shall be deemed a Change of Control.


 


9.7 “Common
Stock” means (i) the Company’s shares of Common Stock and (ii) any share capital into which such Common Stock shall have
been changed or any share capital resulting from a reclassification of such Common Stock.


 


9.8 “Control”
(including the terms “controlling”, “controlled by” or “under common control with”) means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership
of voting securities, by contract or otherwise.


 


9.9 “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable
for shares of Common Stock.


 


9.10 “Expiration
Date” means the date that is thirty-six (36) months after the Issuance Date or, if such date falls on a day other than a Business
Day or on which trading does not take place on the Trading Market (a “Holiday”), the next date that is not a Holiday, as the
same may be extended pursuant to Section 3.3.7.


 






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9.11 “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 shares of Common Stock
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 shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if
any shares of Common Stock 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 shares of Common Stock 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 shares of Common Stock, or (iv)
consummate a stock 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 shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock
calculated as if any shares of Common Stock 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 shares of
Common Stock 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 shares of Common Stock, or (v) reorganize, recapitalize or reclassify its shares of Common Stock, (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 shares of Common Stock, 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 shares of Common Stock, (y) at least 50%
of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock not held by all such Subject Entities
as of the Issuance Date calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage
of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock 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 stockholders
of the Company to surrender their Common Stock without approval of the stockholders 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.


 


9.12 “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.


  


9.13 “Merger
Event” means any of the following: (i) a sale, lease or other transfer of all or substantially all assets of the Company, (ii)
any merger or consolidation involving the Company in which the Company is not the surviving entity or in which the outstanding shares
of the Company’s capital stock are otherwise converted into or exchanged for shares of capital stock or other securities or property
of another entity, or (iii) any sale by holders of the outstanding voting equity securities of the Company in a single transaction or
series of related transactions of shares constituting a majority of the outstanding combined voting power of the Company.


 






    27


     


    

 


9.14 “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 


9.15 “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity whose
common stock or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Holder, any other market,
exchange or quotation system), or, if there is more than one such Person or such entity, the Person or such entity designated by the Holder
or in the absence of such designation, such Person or entity with the largest public market capitalization as of the date of consummation
of the Fundamental Transaction.


 


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


 


9.17 “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary
Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.


 


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


 


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


 


9.20 “Trading
Day” means any day on which the Common Stock is traded on the Trading Market, or, if the Trading Market is not the principal
trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then
traded.


 


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


 


9.22 “Transaction
Documents” means any agreement entered into by and between the Company and the Holder, as applicable.


 


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


 


[Remainder of page intentionally left blank. Signature
page follows.]


 




    28


     


    

 


IN WITNESS WHEREOF, this Warrant
Agreement has been duly executed by the parties hereto as of the day and year first above written.


  


	 	MAWSON INFRASTRUCTURE GROUP, INC.
	 	 	 
	 	By:	/s/ James Manning
	 	Title:	CEO
	 	Namee:	 


 


	 	COMPUTERSHARE INC.
	 	 	 
	 	By:	/s/ Colin
Ekegou
	 	Title:	Manager, Corporate Actions
	 	Name:	Colin Ekegou


 


	 	COMPUTERSHARE TRUST COMPANY, N.A.
	 	 	 
	 	By:	/s/ Colin
Ekeogu
	 	Title:	Manager, Corporate Action
	 	Name:	Colin Ekeogu


  


[Signature Page to Warrant Agreement]


 




    29


     


    

 


ELECTION TO PURCHASE FORM


 


(to be executed by the registered holder in order to exercise
Warrants)


 


The undersigned registered holder
irrevocably elects to exercise Warrants to purchase shares of Common Stock represented by this Warrant Certificate and to
purchase such shares of Common Stock issuable upon the exercise of such Warrants, and requests that such shares shall be issued in
the name of


  


	 
	 
	(PLEASE TYPE OR PRINT NAME AND ADDRESS)
	 
	 
	 
	 
	 
	 
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) 

and be delivered to:
	 
	 
	 
	(PLEASE PRINT OR TYPE NAME AND ADDRESS)




 


and, at the sole election of the registered holder, if
such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance
of such Warrants be registered in the name of, and delivered to, the registered holder at the address stated below:


 


	Dated:	                   	 
	 	 
	 	 
	(SIGNATURE)	 
	 	 
	 	 
	 	 
	 	 
	(ADDRESS)	 
	 	 
	 	 
	 	 
	 	 
	(TAX IDENTIFICATION NUMBER)	 



 





    30


     


    

 


ASSIGNMENT


 


(to be executed by the registered
holder in order to assign Warrants)


 


	For Value Received,	hereby sells, assigns, and transfers unto




 


 


	 
	(PLEASE
    TYPE OR PRINT NAME AND ADDRESS)
	 
	 
	 
	 
	 
	 
	(SOCIAL
    SECURITY OR TAX IDENTIFICATION NUMBER) and be delivered to:
	 
	 
	 
	(PLEASE
    PRINT OR TYPE NAME AND ADDRESS)




 


Warrants to purchase                       shares of Common Stock represented
by this Warrant Certificate, and hereby irrevocably constitutes and appoints                           Attorney to transfer this Warrant Certificate on the books
of the Company, with full power of substitution in the premises.


 


	Dated:	                   	 
	 	 	 
	 	 
	(SIGNATURE)	 



 


The signature to the assignment of the Subscription Form
must correspond to the name written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or
any change whatsoever, and must be guaranteed by a commercial bank or trust company or a member firm of the American Stock Exchange, New
York Stock Exchange, Pacific Stock Exchange or Chicago Stock Exchange.


 




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Exhibit A


 


[FORM
OF CERTIFICATED WARRANT]


 


MAWSON INFRASTRUCTURE GROUP INC


 


WARRANT TO PURCHASE COMMON STOCK


 


Warrant No.:__________


Number of Shares of Common Stock:_________


Date of Issuance: ______, 2021 (“Issuance Date”)


 


Mawson Infrastructure
Group Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its
permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the
Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after ____, 2021 (the
“Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined
below), (     ) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the
“Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock
(including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this
“Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase
Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of September
28, 2021 (the “Subscription Date”) by and between the Company and H.C. Wainwright & Co., LLC, as
representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-3 (File number
333-258299) (the “Registration Statement”). This Warrant shall initially be issued and maintained in the form of
a security held in book-entry form, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to
the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.


 






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1. EXERCISE OF WARRANT.


 


(a) Mechanics of Exercise. Subject
to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised
by the Holder at any time or times on or after the Initial Exercisability Date, in whole or in part, by delivery (whether via facsimile,
electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit A  (the “Exercise Notice”),
of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following the delivery of the Exercise Notice, the
Holder shall make payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by
the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash by
wire transfer of immediately available funds or, if the provisions of Section 1(d) are applicable, by notifying the Company that this
Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the
original Warrant in order to effect an exercise hereunder, nor shall any ink-original signature or medallion guarantee (or other type
of guarantee or  notarization)
with respect to any Exercise Notice be required, except with respect to definitive certificates evidencing the Warrants. Execution and
delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the
original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares and the Holder
shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available
hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation
within three (3) Trading Days of the date on which the final Exercise Notice is delivered to the Company. On or before the first (1st)
Trading Day following the date on which the Holder has delivered the applicable Exercise Notice, the Company shall transmit by facsimile
or electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice, in the form attached to the Exercise Notice, to
the Holder and the Company’s warrant agent (the “Warrant Agent”). So long as the Holder delivers the Aggregate
Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Exercise
Notice has been delivered to the Company, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading
Days comprising the Standard Settlement Period, in each case following the date on which the Exercise Notice has been delivered to the
Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st)
Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the first (1st) Trading
Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered (such earlier date, the “Share
Delivery Date”), the Company shall (X) provided that the Warrant Agent is participating in The Depository Trust Company (“DTC”)
Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to
such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system,
or (Y) if the Warrant Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight
courier to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the
number of Warrant Shares to which the Holder is entitled pursuant to such exercise. If the Company fails for any reason to deliver to
such registered holder or Participant, as the case may be, the Warrant Shares subject to an exercise notice by the Share Delivery Date,
the Company shall pay to the registered holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares
subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable exercise notice), $10 per Trading Day (increasing
to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery
Date until such Warrant Shares are delivered or the registered holder rescinds such exercise. The Company shall be responsible for all
fees and expenses of the Warrant Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including
without limitation for same day processing. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes
to have become the holder of record and beneficial owner of the Warrant Shares with respect to which this Warrant has been exercised,
irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates
evidencing such Warrant Shares, as the case may be. If this Warrant is physically delivered to the Company in connection with any exercise
pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the
number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue and deliver to the
Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares
issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is
exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to
be issued shall be rounded to the nearest whole number. The Company shall pay any and all transfer, stamp, issuance and similar taxes,
costs and expenses (including, without limitation, fees and expenses of the Warrant Agent) which may be payable with respect to the issuance
and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance
with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder
to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that
the Company shall not be required to deliver Warrant Shares with respect to an exercise prior to the Holder’s delivery of the Aggregate
Exercise Price (or notice of a Cashless Exercise) with respect to such exercise.


 






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(b) Exercise
Price. For purposes of this Warrant, “Exercise Price” means $13.80 per share, subject to adjustment as provided
herein.


 


(c) Company’s
Failure to Timely Deliver Securities. If either (I) the Company shall fail for any reason or for no reason on or prior to the applicable
Share Delivery Date, (x) if the Warrant Agent is not participating in the DTC Fast Automated Securities Transfer Program, to issue to
the Holder a certificate for the number of shares of Common Stock to which the Holder is entitled and register such Common Stock on the
Company’s share register or (y) if the Warrant Agent is participating in the DTC Fast Automated Securities Transfer Program, to
credit the Holder’s balance account with DTC, for such number of shares of Common Stock to which the Holder is entitled upon the
Holder’s exercise of this Warrant or (II) a registration statement (which may be the Registration Statement) covering the issuance
or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”)
is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares and (x) the Company fails to promptly,
but in no event later than one (1) Business Day after such registration statement becomes unavailable, to so notify the Holder and (y)
the Company is unable to deliver the Exercise Notice Warrant Shares electronically without any restrictive legend by crediting such aggregate
number of Exercise Notice Warrant Shares 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 to as a “Notice
Failure” and, together with the event described in clause (I) above, an “Exercise Failure”), then, in addition
to all other remedies available to the Holder, if on or prior to the applicable Share Delivery Date either (I) if the Warrant Agent is
not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver a certificate to
the Holder and register such shares of Common Stock on the Company’s share register or, if the Warrant Agent is participating in
the DTC Fast Automated Securities Transfer Program, credit the Holder’s balance account with DTC for the number of shares of Common
Stock to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant
to clause (ii) below or (II) a Notice Failure occurs, and if on or after such Trading Day the Holder purchases (in an open market transaction
or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from
the Company (a “Buy-In”), then the Company shall, within three (3) Trading Days after 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 and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy- In Price”),
at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) or credit such Holder’s
balance account with DTC for such shares of Common Stock shall terminate, or (ii) promptly honor its obligation to deliver to the Holder
a certificate or certificates representing such shares of Common Stock or credit such Holder’s balance account with DTC, as applicable,
and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares
of Common Stock, times (B) any trading price of the Common Stock selected by the Holder in writing as in effect at any time during the
period beginning on the applicable Exercise Date and ending on the applicable Share Delivery Date. 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 Warrant
Shares (or to electronically deliver such Warrant Shares) upon the exercise of this Warrant as required pursuant to the terms hereof.
While this Warrant is outstanding, the Company shall cause its Warrant Agent to participate in the DTC Fast Automated Securities Transfer
Program. In addition to the foregoing rights, (i) if the Company fails to deliver the applicable number of Warrant Shares upon an exercise
pursuant to Section 1 by the applicable Share Delivery Date, then the Holder shall have the right to rescind such exercise in whole or
in part and retain and/or have the Company return, as the case may be, any portion of this Warrant that has not been exercised pursuant
to such Exercise Notice; provided that the rescission of an exercise shall not affect the Company’s obligation to make any payments
that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and (ii) if a registration statement (which
may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are subject to an Exercise Notice is not
available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares and the Holder has submitted an Exercise
Notice prior to receiving notice of the non-availability of such registration statement and the Company has not already delivered the
Warrant Shares underlying such Exercise Notice electronically without any restrictive legend by crediting such aggregate number of Warrant
Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC
through its Deposit / Withdrawal At Custodian system, the Holder shall have the option, by delivery of notice to the Company, to (x)
rescind such Exercise Notice in whole or in part and retain or have returned, as the case may be, any portion of this Warrant that has
not been exercised pursuant to such Exercise Notice; provided that the rescission of an Exercise Notice shall not affect the Company’s
obligation to make any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and/or
(y) switch some or all of such Exercise Notice from a cash exercise to a Cashless Exercise.


 






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(d) Cashless Exercise. Notwithstanding
anything contained herein to the contrary, if a registration statement (which may be the Registration Statement) covering the issuance
or resale of the Exercise Notice Warrant Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant
Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise
contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock
determined according to the following formula (a “Cashless Exercise”):


 





	 	Net
    Number = 	(A
    x B) - (A x C)	 
	 	 	B	 


 


For purposes of the foregoing formula:


 


		A=	the total number of shares with respect to which this Warrant
is then being exercised.



 


		B=	as applicable: (i) the VWAP on the Trading Day immediately
preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section
1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior
to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal
securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding
the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by
Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed
during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2)
hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(a) hereof or (iii) the VWAP on the
date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both
executed and delivered pursuant to Section 1(a) hereof after the close of “regular trading hours” on such Trading Day.






 


		C=	the Exercise Price then in effect for the applicable Warrant
Shares at the time of such exercise.



 


If Warrant Shares are issued in such
a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a) (9) of the Securities Act of 1933, as amended,
the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants
being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to
this Section 1(d).


 


(e) Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section
11.


 






    35


     


    

 


(f) Beneficial
Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of
this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made,
to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially
own in excess of 4.99% (or at the election of a Holder prior to the date of issuance, 9.99%) (the “Maximum Percentage”)
of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number
of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares
of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by
the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including
the other 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 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes
of this Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant
without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x)
the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public
filing with the Securities and Exchange Commission (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 Warrant Agent setting forth the number of shares of Common Stock
outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at
a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall
(i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice
would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage,
the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number
of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the
Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. 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 shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, 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 Common Stock to the Holder upon exercise of this Warrant 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 shares of Common Stock (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. As soon as reasonably practicable after the issuance of the Excess Shares has
been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery
of a written notice to the Company, the Holder may from time to time increase 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 Warrants that is not an Attribution Party of the Holder.
For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant 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 exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of
the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall
be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) 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 1(f) 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 Warrant.


 






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(g) Authorized
Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock
that will be sufficient to permit the exercise in full of this Warrant.


 


2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT
SHARES.


 


The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a) Intentionally
omitted.


 


(b) Voluntary
Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(c) Adjustment
Upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Subscription Date subdivides (by any
stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of
Warrant Shares will be proportionately increased. If the Company at any time on or after the Subscription Date combines (by combination,
reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the
Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will
be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the
subdivision or combination becomes effective.


 


(d) Other
Events. If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features),
then the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant Shares,
as mutually determined by the Company’s Board of Directors and the Required Holders, so as to protect the rights of the Holder;
provided  that no such adjustment pursuant to this Section 2(d) will increase the Exercise Price or decrease the number of Warrant
Shares as otherwise determined pursuant to this Section 2.


 


3. RIGHTS UPON DISTRIBUTION OF ASSETS.
In addition to any adjustments pursuant to Section 2 above, if, on or after the Subscription Date and on or prior to the Expiration Date,
the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares
of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities,
property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement,
scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant,
then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have
participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without
regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately
before 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 shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the
extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties
exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (and shall
not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to
such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times 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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4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a) Purchase Rights. In addition to any
adjustments pursuant to Section 2 above, if at any time on or after the Subscription Date and on or prior to the Expiration Date the Company
grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata
to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had
held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions
on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common
Stock are to be determined for the grant, issuance 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 such extent (and shall not be entitled
to beneficial ownership of such Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase
Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times 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 to be held similarly
in abeyance) to the same extent as if there had been no such limitation).


 


(b) Fundamental Transaction. The Company
shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the obligations of
the Company under this Warrant in accordance with the provisions of this Section 4(b), including agreements to deliver to the Holder in
exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance
to this Warrant, including, without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent
to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise
of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such
shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction
and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price being
for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction).
Upon the consummation of each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for the Company (so that
from and after the date of the applicable Fundamental Transaction, the provisions of this Warrant 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 Warrant with the same effect as if such Successor Entity had been named
as the Company herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation
that there shall be issued upon exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction,
in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections
3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of this Warrant prior to the applicable
Fundamental Transaction, such shares of common stock (or its equivalent) of the Successor Entity (including its Parent Entity) which the
Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised
immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted
in accordance with the provisions of this Warrant. Notwithstanding the foregoing, and without limiting Section 1(f) hereof, the Holder
may elect, at its sole option, by delivery of written notice to the Company to waive this Section 4(b) to permit the Fundamental Transaction
without the assumption of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation
of each Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets
with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision
to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation
of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities,
cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable
thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash,
assets or any other property whatsoever (including warrants or other purchase or subscription rights) (collectively, the “Corporate
Event Consideration”) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction
had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the
exercise of this Warrant). The provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory
to the Holder. The provisions of this Section 4(b) shall apply similarly and equally to successive Fundamental Transactions and Corporate
Events. Notwithstanding the foregoing, in the event of a Change of Control, that is approved by the Company’s Board of Directors
(and not for avoidance of doubt if the Chang of Control is not within the Company’s control), the Holder shall be entitled to receive
from the Company or any Successor Entity, as of the date of consummation of such Change of Control, the same type or form of consideration
(and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to
the holders of Common Stock of the Company in connection with the Change of Control, whether that consideration be in the form of cash,
stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms
of consideration in connection with the Change of Control.


 






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5. NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws, or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance or sale of securities, or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all
times in good faith carry out all of the provisions of this Warrant and take all action as may be required to protect the rights of the
Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and nonasses sable shares of Common Stock upon the exercise
of this Warrant, and (iii) shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available
out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrants, the number
of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard
to any limitations on exercise).


 


6. WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity
as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of capital stock of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity
as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant
Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant
shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or
as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding
this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of
the Company generally, contemporaneously with the giving thereof to the stockholders.


 


7. REISSUANCE
OF WARRANTS.


 


(a) Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may
request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total
number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder
representing the right to purchase the number of Warrant Shares not being transferred.


 


(b) Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company (and the Warrant Agent)
of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form holding the Company and the Warrant Agent harmless and receipt by the Company
and the Warrant Agent of a surety bond) and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company
shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant
Shares then underlying this Warrant. At the request of the Company or the Warrant Agent, holder shall reimburse the Company and the Warrant
of all reasonable expenses incidental thereto.


 






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(c) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company,
for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant
Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares
as is designated by the Holder at the time of such surrender.


 


(d) Issuance
of New Warrants. If this Warrant is not held in book-entry form, whenever the Company is required to issue a new Warrant pursuant
to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the
face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being
issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares
of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares
then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the
Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.


 


(e) Warrant
Register. If this Warrant is held in book-entry form, the Warrant Agent shall register this Warrant, upon records to be maintained
by the Warrant Agent for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time
to time. If this Warrant is not held in book-entry form , the Company and the Warrant Agent may deem and treat the registered Holder
of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.


 


8. NOTICES.
Whenever notice is required to be given under this Warrant, including, without limitation, an Exercise Notice, unless otherwise
provided herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic United States, by first-class
registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, electronic mail or by
facsimile or (b) from outside the United States, by International Federal Express, electronic mail or facsimile, and (ii) will be
deemed given (A) if delivered by first-class registered or certified mail domestic, three (3) Business Days after so mailed, (B) if
delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (C) if delivered by International
Federal Express, two (2) Business Days after so mailed and (D) at the time of transmission, if delivered by electronic mail to each
of the email addresses specified in this Section 8 prior to 5:00 p.m. (New York time) on a Trading Day, (E) the next Trading Day
after the date of transmission, if delivered by electronic mail to each of the email addresses specified in this Section 8 on a day
that is not a Trading Day or later than 5:00 p.m. (New York time) on any Trading Day and (F) if delivered by facsimile, upon
electronic confirmation of receipt of such facsimile, and will be delivered and addressed as follows:


 


(i) if
to the Company, to:


 


MAWSON INFRASTRUCTURE GROUP INC.


LEVEL 5, 97 PACIFIC HIGHWAY


NORTH SYDNEY NSW C3 2060


Attn: CEO


 






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(ii) if
to the Holder, at such address or other contact information delivered by the Holder to Company or as is on the books and records of the
Company.


 


The Company shall provide the Holder with prompt written
notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor.
Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment
of the Exercise 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 shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase
stock, warrants, securities or other property to holders of shares of Common Stock 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. It is expressly understood and agreed that the time
of exercise specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.


 


9. AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company may take
any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Holder.


 


10. GOVERNING
LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this Warrant 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. 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. The Company hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to the Company at the address set forth in Section 8(i)
above or such other address as the Company subsequently delivers to the Holder and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Nothing contained herein 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.
If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such
action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or proceeding. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING
OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






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11. DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares,
the Company shall submit the disputed determinations or arithmetic calculations via facsimile or electronic mail within two (2) Business
Days of receipt of the Exercise Notice or other event giving rise to such dispute, as the case may be, to the Holder. If the Holder and
the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three (3) Business
Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Business
Days submit via facsimile or electronic mail (a) the disputed determination of the Exercise Price to an independent, reputable investment
bank selected by the Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s
independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant, as the case may be, to
perform the determinations or calculations and notify the Company and the Holder of the results no later than ten (10) Business Days
from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination
or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.


 


12. REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant and any 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 right of the Holder to pursue actual damages for any
failure by the Company to comply with the terms of this Warrant. 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 of this Warrant shall be entitled, in addition to all other available
remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security
being required. Notwithstanding the foregoing or anything else herein to the contrary, other than as expressly provided in Section 1(a),
Section 1(c) or Section 2(d) hereof, if the Company is for any reason unable to issue and deliver Warrant Shares upon exercise of this
Warrant as required pursuant to the terms hereof, the Company shall have no obligation to pay to the holder any cash or other consideration
or otherwise “net cash settle” this Warrant; provided that the foregoing shall not limit or supersede the applicability of
Section 4(b) hereof.


 


13. TRANSFER.
This Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company.


 


14. SEVERABILITY;
CONSTRUCTION; HEADINGS. If any provision of this Warrant 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 Warrant so long as this Warrant 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). This Warrant shall be deemed to be jointly drafted
by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for
convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.


 


15. DISCLOSURE.
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good faith
determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its
subsidiaries, the Company shall contemporaneously with any such receipt or delivery publicly disclose such material, nonpublic information
on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, nonpublic information
relating to the Company or its subsidiaries, the Company so shall indicate to such Holder contemporaneously with delivery of such notice,
and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute
material, nonpublic information relating to the Company or its subsidiaries.


 






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16. WARRANT
AGENT AGREEMENT. This Warrant is issued subject to the Warrant Agent Agreement. To the extent any provision of this Warrant conflicts
with the express provisions of the Warrant Agent Agreement, the provisions of this Warrant shall govern and be controlling; provided,
that all matters concerning the rights, immunities, obligations and duties of the Warrant Agent are strictly governed by the Warrant
Agent Agreement.


 


17. CERTAIN DEFINITIONS. For purposes of this
Warrant, the following terms shall have the following meanings:


 


(a) “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 stock 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.


 


(b) “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 Subscription 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 Common Stock 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.


 


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


 


“Black Scholes Value”
means the value of the Warrants based on the Black- Scholes Option Pricing Model obtained from the “OV” function on Bloomberg
determined as of the day immediately following the first public announcement of the applicable Change of Control, or, if the Change of
Control is not publicly announced, the date the Change of Control is consummated, for pricing purposes and reflecting (i) a risk-free
interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of the Warrants as of such date of request,
(ii) an expected volatility equal to the greater of (x) 100% and (y) the volatility obtained from the HVT function on Bloomberg for the
one hundred (100) Trading Day period beginning with the First Trading Day immediately following the public announcement of the applicable
Change of Control (iii) the underlying price per share used in such calculation shall be the greater of (a) the highest VWAP during the
five (5) Trading Days prior to the closing of the Change of Control and (b) the sum of the price per share being offered in cash, if any,
plus the value of any non-cash consideration, if any, being offered in such Change of Control, (iv) a zero cost of borrow and (v) a 365
day annualization factor.


 






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(d) “Bloomberg”
means Bloomberg Financial Markets.


 


(e) “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.


 


(f) “Change
of Control” means any Fundamental Transaction other than (i) any reorganization, recapitalization or reclassification of the
Common Stock 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 respect, 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, (ii) pursuant to a migratory merger effected solely for the purpose of changing
the jurisdiction of incorporation of the Company or (iii) a merger in connection with a bona fide acquisition by the Company of any Person
in which (x) the gross consideration paid, directly or indirectly, by the Company in such acquisition is not greater than 20% of the Company’s
market capitalization as calculated on the date of the consummation of such merger and (y) such merger does not contemplate a change to
the identity of a majority of the board of directors of the Company. Notwithstanding anything herein to the contrary, any transaction
or series of transaction that, directly or indirectly, results in the Company or the Successor Entity not having Common Stock or common
stock, as applicable, registered under the 1934 Act and listed on an Eligible Market shall be deemed a Change of Control.


 


(g) 
“Common Stock” means (i) the Company’s Common Stock, par value $0.001 per share, and (ii) any capital stock into
which such Common Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock.


 


(h) “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable
for shares of Common Stock.


 


(i) “Eligible
Market” means The NASDAQ Capital Market, the NYSE American LLC, The NASDAQ Global Select Market, The NASDAQ Global Market or
The New York Stock Exchange, Inc.


 


(j) “Expiration
Date” means the date thirty-six (36) months after the Initial Exercisability Date or, if such date falls on a day other than
a Business Day or on which trading does not take place on the Trading Market (a “Holiday”), the next day that is not
a Holiday.


 






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(k) “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 shares of Common Stock
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 shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if
any shares of Common Stock 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 shares of Common Stock 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 shares of Common Stock, or (iv)
consummate a stock 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 shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock
calculated as if any shares of Common Stock 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 shares of
Common Stock 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 shares of Common Stock, or (v) reorganize, recapitalize or reclassify its shares of Common Stock, (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 shares of Common Stock, 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 shares of Common Stock, (y) at
least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock not held by all such Subject
Entities as of the Subscription Date calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding,
or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock 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 stockholders of the Company to surrender their Common Stock without approval of the stockholders 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.


 


(m) “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.


 


(n) “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 






    45


     


    

 


(o) “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity whose
common stock or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Holder, any other market,
exchange or quotation system), or, if there is more than one such Person or such entity, the Person or such entity designated by the Holder
or in the absence of such designation, such Person or entity with the largest public market capitalization as of the date of consummation
of the Fundamental Transaction.


 


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


 


(q) “Required
Holders” means the holders of the Warrants representing at least a majority of the shares of Common Stock underlying the Warrants
then outstanding.


 


(r) “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, for the Company’s primary
trading market or quotation system with respect to the Common Stock that is in effect on the date of receipt of an applicable Exercise
Notice.


 


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


 


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


 


(u) “Trading
Day” means any day on which the Common Stock is traded on the Trading Market, or, if the Trading Market is not the principal
trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then
traded.


 


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


 


(w) “Transaction
Documents” means any agreement entered into by and between the Company and the Holder, as applicable.


 


(x) “Warrant
Agent Agreement” means that certain Warrant Agent Agreement, dated as of the Initial Exercise Date, between the Company and
the Warrant Agent.


 


(y) “Warrant
Agent” means Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A.,
a federally chartered trust company.


 


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


 


[Signature
Page Follows]


 




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


 


	 	MAWSON INFRASTRCTURE GROUP, INC.
	 	 	                         
	 	By:	 
	 	Name:	 
	 	Title:	 




 




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EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED
HOLDER TO EXERCISE THIS 

WARRANT TO PURCHASE COMMON STOCK


 


MAWSON INFRASTRUCTURE GROUP, INC.


 


The
undersigned holder hereby exercises the right to purchase__________________ shares of Common Stock (“Warrant
Shares”) of Mawson Infrastructure Group, Inc., a company organized under the laws of Delaware (the
“Company”), evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


1. Form
of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:


 


____________ a “Cash
Exercise” with respect to_____________ Warrant Shares; and/or


 


____________a “Cashless
Exercise” with respect to___________ Warrant Shares.


 


2. Payment
of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be
issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________ to the Company in
accordance with the terms of the Warrant.


 


3. Delivery
of Warrant Shares. The Company shall deliver to the holder___________ Warrant Shares in accordance with the terms of the
Warrant.


 


Date:____________, ___


 


___________________________


Name of Registered Holder


	 	                         	 
	By:	 	 
	Name:	 	 
	Title:	 	 



 




    48


     


    

 


ACKNOWLEDGMENT


 


The Company hereby
acknowledges this Exercise Notice and hereby directs Computershare to issue the above indicated number of shares of Common Stock on or
prior to the applicable Share Delivery Date.


 





	 	MAWSON INFRASTRUCTURE GROUP, INC.
	 	 	                         
	 	By:	 
	 	Name:	 
	 	Title:	 


 






    49


     


    

 


Computershare


Warrant Agent


Fee Schedule
& Services


 


	Appointment Fee (includes 1st Year Maintenance Fee)	 	$	12,500.00	 
	Annual Maintenance Fee (Annually after year 1)	 	$	1,500.00	 
	Warrant Issuance, each	 	$	5.00	 
	Warrant Exercises, each	 	$	125.00	 
	DWAC Transfer, each (if applicable)	 	$	100.00	 
	Cashless Warrant Exercise, each (if applicable)	 	$	250.00	 
	Additional Handling, each (if applicable)	 	 	By Appraisal	 
	Legal Review of Agreement	 	 	By Appraisal	 



 


		*	The above fees exclude expenses and any final Warrant Agreement
includes Computershare’s Warrant Agreement Terms and use of Computershare’s Warrant Transactional documents. We agree that
in the event that the your services are begun but not completed for any reason, the above Appointment Fee will be charged, plus the expense
associated with work performed up to the point Computershare is notified. This fee schedule is based upon information provided to date
and may be subject to change. CRM#



 


WARRANT AGENT SERVICES


 





		›	Designating an operational team to establish Warrant Agent procedures and duties, including review of
draft agreements, offer document, execution of legal agreement, project management, and on-going project updates and reporting



 


		›	Establish Warrant Issues under Client’s COY on Computershare’s record keeping system



 


		›	Coordinate Warrant transfer and conversion procedures with DTC



 


		›	Process transfer and/or conversion requests by issuing certificates



 


		›	Tracking and reporting the number of warrants issued, transferred, outstanding and exercised, as required



 


		›	Processing Warrants received and converted



 


		›	Deposit Warrant conversion checks and incoming wire transfers daily and forward all participant funds
to Client



 


		›	Providing receipt summation of checks and wire transfers received



 


		›	Issuing and mailing stock certificates, DRS share statements and warrants



 


		›	Affixing legends to appropriate stock certificates, where applicable



 


		›	Replace lost, stolen or destroyed securities in accordance with UCC guidelines and Computershare policy
(subject to shareholder-paid fee and bond premium)



 


		›	Process and post address changes plus mail confirmations if required



 


		›	Obtain W-9 and W8-BEN certifications



 


		›	Comply with SEC mandated annual lost shareholder search



 


		›	Perform OFAC (Office of Foreign Asset Control) and Patriot Act reporting



 


		›	Produce daily transfer reports and post them for online viewing



 






    50


     


    

 


		›	Payment to DTCC of their Corporate Actions Eligibility Fee for the establishment of the new CUSIP number,
as incurred; The Depository Trust Company (“DTC”) submitted a proposed rule change (File No. SR-DTC-2015-012) to the Securities
and Exchange Commission pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934 to implement a fee called the Corporate
Actions Eligibility Fee (“New Fee”) that would be charged to the transfer agent of any DTC-eligible security when DTC is requested
to make a new CUSIP eligible for DTC services in connection with a corporate action event relating to the security.



 


		›	The amount of the New Fee is $1,000 per new CUSIP for any security that is made eligible at DTC in connection
with a Corporate Action. The proposed rule change was implemented on January 1, 2016.



 


		›	The full text of the proposed rule change may be obtained by visiting DTCC’s website at http://www.dtcc.com/en/legal/sec-rule-filings.aspx.



 


ITEMS NOT COVERED


 


		›	Items not specified in the “Services Covered” section set forth in this Agreement, including
any services associated with new duties, legislation or regulatory fiat which become effective after the date of this Agreement (these
will be provided on an appraisal basis)



 


		›	All expenses such as telephone line charges, certificates, checks, postage, stationery, wire transfers,
etc. (these will be billed as incurred)



 


		›	Warrant Agreement subject to review by Computershare’s outside counsel. Applicable fees charged
as incurred.



 


ASSUMPTIONS


 


		›	Fee schedule based upon information known at this time about the transaction



 


		›	Significant changes made in the terms or requirements of this transaction could require modifications
to this fee schedule



 


 


52