Exhibit 4.5

    

     

    

    PURSUANT TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT
      SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF.

    

    

    THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER
      THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE
      LAW AND, IF THE COMPANY REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.

    

    

    VERDANT EARTH TECHNOLOGIES LIMITED

    

    

    Warrant To Purchase Ordinary Shares

    

    

    Warrant No.:

    Number of Ordinary Shares: 4,089,851

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

    

    

    Verdant Earth Technologies Limited, a company limited by shares incorporated and domiciled in Australia (the “Company”),

      hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Digital Offering, LLC, 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, upon surrender of this Warrant to Purchase Ordinary Shares (including any Warrants to Purchase Ordinary Shares
      issued in exchange, transfer or replacement hereof, this “Warrant”), at any time or times on or after the Issuance Date (the “Exercisability Date”), but not after 11:59
      p.m., New York time, on the Expiration Date (as defined below), 4,089,851 (FOUR MILLION EIGHTY NINE THOUSAND EIGHT HUNDRED and FIFTY ONE) fully paid nonassessable Ordinary Shares (the “Warrant Shares”). 
      Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16.  This Warrant is one of the Warrants to Purchase Ordinary Shares issued pursuant to Section 6 of the Advisory Agreement, dated as
      of February 19, 2021, by and between the Company and Digital Offering, LLC (the “Advisory Agreement”).

    
      1

      
        


    

    1.           EXERCISE OF WARRANT.

     

      

    (a)          Mechanics of Exercise.  Subject to the terms and conditions hereof, this
        Warrant may be exercised by the Holder on any day on or after the Exercisability Date and prior to the Expiration Date, in whole or in part (but not as to fractional shares), by delivery of a written notice, in the form attached hereto as Exhibit

          A (the “Exercise Notice”) of the Holder’s election to exercise this Warrant. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or
        notarization) of any Exercise Notice form be required. Within two (2) Trading Days of the delivery of such Exercise Notice, if the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(c) of this Warrant, the Holder
        shall pay to the Company an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or
        wire transfer of immediately available funds (a “Cash Exercise”).  The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the event
        that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise, but in any event within five (5) Trading
        Days of the delivery of the Exercise Notice.  On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice and the Aggregate Exercise Price, if any (the date upon which the Company has received
        the Exercise Notice and such Aggregate Exercise Price, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Notice
        to the Holder and the Company’s transfer agent for the Ordinary Shares (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Notice on or before the second (2nd) Trading Day
        following the date on which the Company has received the Exercise Notice.  On or before the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice and any Aggregate Exercise Price prior to such Trading Day
        (the “Share Delivery Date”), the Company shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated
        Securities Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required by this Warrant to bear a legend regarding restriction on transferability, upon the request of the
        Holder, credit such aggregate number of Ordinary 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 Agent Commission system, or (Y), if the
        Transfer Agent is not participating in the FAST Program or if the certificates are required by this Warrant to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address specified in the Exercise
        Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Ordinary Shares to which the Holder is entitled pursuant to such exercise.  Upon delivery of the Exercise Notice and
        payment of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date 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 submitted 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 such submission and at its own expense, issue a new Warrant (in accordance with Section 7(d) of this Warrant) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this
        Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised.  The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that may be payable with
        respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any Transfer (as defined below)
        involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof.  The Holder shall be responsible for all other tax liability that may arise as a result of holding or
        Transferring this Warrant or receiving Warrant Shares upon exercise hereof.

     

      

    (b)          Exercise Price.  For purposes of this Warrant, “Exercise Price” means US$0.01, subject to adjustment as provided herein.

    
      2

      
        


    

    (c)          Cashless Exercise.  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 Ordinary Shares determined according to the following formula (a “Cashless Exercise”):

     

      

    	 	
            X

          	
            =

          	
            Y

          	
            *

          	
            (A – B)

          	 
	 	 	 	 	 	
            A

          	 


    

    

    For purposes of the foregoing formula:

     

    

    X = the number of Shares to be issued to Holder.

     

    

    A= the Weighted Average Price for the three (3) consecutive Trading Days ending on the date immediately preceding
      the date of the Exercise Notice.

     

    

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

     

    

    Y= The number of Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this
      Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

     

      

    (d)          Rule 144.  For purposes of Rule 144(d) promulgated under the Securities Act
        of 1933, as amended, as in effect on the date hereof, assuming the Holder is not an affiliate of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding
        period for the Warrant Shares shall be deemed to have commenced, on the Issuance Date.

     

      

    (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.

     

      

    (f)           Beneficial Ownership.  The Company shall not effect the exercise of this
        Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (together with such Holder’s affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise.  For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by
        such Holder and its affiliates shall include the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon
        (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially
        owned by such Holder and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein.  Except as set
        forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),


        it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act, and the Holder is solely responsible for any schedules required to be filed in accordance
        therewith.  For purposes of this Warrant, in determining the number of outstanding Ordinary Shares, the Holder may rely on the number of outstanding Ordinary Shares as reflected in the most recent of (1) the Company’s most recent Form 20-F, Current
        Report on Form 6-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of
        Ordinary Shares outstanding.  Upon the reasonable request of the Holder, where such request indicates that it is being made pursuant to this Warrant, the Company shall within two (2) Business Days confirm to the Holder the number of Ordinary Shares
        then outstanding.  In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and its affiliates since the date as
        of which such number of outstanding Ordinary Shares was reported.  By 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% specified in such
        notice; provided that (i) any such increase 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.  The provisions of this
        paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(g) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
        beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.  The Holder shall be responsible, at the Holder’s cost, for any filings with the Securities and
        Exchange Commission required to be made by the Holder on account of its ownership of this Warrant or the underlying Warrant Shares.

    
      3

      
        


    

    (g)          Legend. This Warrant, and all Warrant Shares issued upon exercise of this
        Warrant (unless registered under the Securities Act or delivered pursuant to a Cashless Exercise) shall be stamped or imprinted with a legend in substantially the following form:

     

    

    “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER
      THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE
      LAW AND, IF THE COMPANY REQUESTS, AN OPINION REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.”

     

      

    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)          Voluntary Adjustment by Company.  The Company may, but shall have no
        obligation to, 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.

     

      

    (b)          Adjustment upon Subdivision or Combination of Ordinary Shares.  If the
        Company at any time on or after the Issuance Date subdivides (by any share split, share dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one or more classes of its outstanding Ordinary Shares 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
        any share split, share dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one or more classes of its outstanding Ordinary Shares 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(b) shall become effective at the close of business on the date the subdivision or combination
        becomes effective.

     

      

    (c)          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 share appreciation rights or phantom share rights, other than to directors, employees or consultants pursuant to the
        Company’s equity incentive compensation plan), then the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant Shares so as to protect the rights of the Holder; provided that no such
        adjustment pursuant to this Section 2(c) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2.

     

      

    (d)          Fractional Interests. The Company shall not issue fractional Ordinary Shares
        upon the exercise of this Warrant.  The number of shares issuable upon an exercise of this Warrant shall be rounded down to the nearest whole share.

     

      

    3.           RIGHTS UPON DISTRIBUTION OF ASSETS.

     

      

    (a)          If the Company, at any time while this Warrant is outstanding, shall distribute to
        all holders of Ordinary Shares (and not to the Holders) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than Ordinary Shares (including, without
        limitation, any distribution of cash, share or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction), then in each such case the Exercise
        Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Weighted
        Average Price determined as of the record date mentioned above, and of which the numerator shall be such Weighted Average Price on such record date less the then per share fair market value at such record date of the portion of such assets or
        evidence of indebtedness so distributed applicable to one outstanding Ordinary Share as determined by the Board of Directors in good faith.  In either case, the adjustments shall be described in a statement provided to the Holder of the portion of
        assets or evidences of indebtedness so distributed or such subscription rights applicable to one Ordinary Share.  Such adjustment shall be made whenever any such distribution is made to the holders of Ordinary Shares and shall become effective
        immediately after the record date mentioned above.

    
      4

      
        


    

    4.           PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

     

      

    (a)          Purchase Rights.          In addition to any adjustments pursuant to Section 2 above, if at any time prior to the Expiration Date the Company grants, issues or sells any
        Options, Convertible Securities or rights to purchase shares, warrants, securities or other property pro rata to the record holders of any class of Ordinary Shares (the “Purchase Rights”), then the Holder
        will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Ordinary Shares acquirable upon complete exercise of this
        Warrant (without regard to any limitations on the exercise of this Warrant) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the
        record holders of Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights.

     

      

    (b)          Fundamental Transactions.  The Company shall not enter into or be party to a
        Fundamental Transaction unless the Successor Entity assumes in writing (unless the Company is the Successor Entity) all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 4(b) pursuant to written
        agreements in form and substance reasonably satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to each Holder of the Warrants in exchange for such
        Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, an adjusted exercise price equal to the value for the Ordinary Shares
        reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding number of shares equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the
        exercise of this Warrant) prior to such Fundamental Transaction, and reasonably satisfactory to the Required Holders. Upon the occurrence of any Fundamental Transaction, unless the Company is the Successor Entity, the Successor Entity shall succeed
        to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the
        Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of the 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 Fundamental Transaction, in lieu of the Ordinary Shares (or other securities, cash, assets or other property)
        issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such Ordinary Shares (or its equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening
        of such Fundamental Transaction had this Warrant been converted immediately prior to such Fundamental Transaction, as adjusted in accordance with the provisions of this Warrant. In addition to and not in substitution for any other rights hereunder,
        prior to the consummation of any Fundamental Transaction pursuant to which holders of Ordinary Shares are entitled to receive securities or other assets with respect to or in exchange for Ordinary Shares (a “Corporate


          Event”), the Company shall make appropriate provision to ensure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation of the Corporate Event but prior to the
        Expiration Date, in lieu of Ordinary Shares (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Corporate Event, such shares, securities, cash, assets or any other property whatsoever
        (including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Corporate Event had this Warrant been exercised immediately prior to such Corporate Event. Any provision
        made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Required Holders. The provisions of this Section 4(b) shall apply similarly and equally to successive Fundamental Transactions and Corporate
        Events and shall be applied without regard to any limitations on the exercise of this Warrant.

     

      

    (c)          Applicability to Successive Transactions.  The provisions of this Section
        shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and shall be applied without regard to any limitations on the exercise of this Warrant.

     

      

    5.           NONCIRCUMVENTION.  The Company hereby covenants and agrees that the Company
        will not, by amendment of its Constitution or like organizational document or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action,
        take any action designed or intended to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith comply with all the provisions of this Warrant.  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 nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as this Warrant is 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 this Warrant, 100% of the number of shares of Common Stock issuable upon exercise of this Warrant then outstanding (without regard to any
        limitations on exercise).

    
      5

      
        


    

    6.           WARRANT HOLDER NOT DEEMED A SHAREHOLDER.  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 share capital 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 shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether
        any reorganization, issue of shares, reclassification of shares, 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 shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

     

      

    7.           REISSUANCE OF WARRANTS.

     

      

    (a)          Transfer of Warrant.  This Warrant and the Warrant Shares shall not be sold,
        transferred, assigned, pledged, hypothecated or otherwise transferred (“Transferred”) except (1) in compliance with the Securities Act and applicable state securities laws and (2) in compliance with Section
        14 hereof. If this Warrant is to be Transferred, the Holder shall surrender this Warrant to the Company and deliver the completed and executed Assignment Form, in the form attached hereto as Exhibit B, 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.  This Warrant
        shall not be Transferred in part for less than 500,000 Warrant Shares or, if less, the total number of remaining Warrant Shares underlying this Warrant, and the Company shall not be obligated to recognize or issue a registered replacement Warrant
        for any such purported Transfer.

     

      

    (b)          Lost, Stolen or Mutilated Warrant.  Upon receipt by the Company of evidence
        reasonably satisfactory to the Company 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 reasonable and customary form
        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.

     

      

    (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; provided, however, that no Warrants for fractional shares of Ordinary Shares shall be
        given.

     

      

    (d)          Issuance of New Warrants.  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 Ordinary Shares underlying the other new Warrants issued in connection with such
        issuance, do 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.

    
      6

      
        


    

    8.           NOTICES.  The Company shall provide Holder with prompt written notice of all
        actions taken pursuant to this Warrant. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in writing, will be delivered by International Federal Express, or any other nationally
        recognized overnight express courier, by facsimile or e-mail, and will be deemed delivered by International Federal Express or any other nationally recognized overnight carrier, two (2) Business Days after so mailed and, if delivered by facsimile
        or e-mail, upon electronic confirmation of receipt, and will be delivered and addressed as follows:

     

      

    (i)           if to the Company, to:

    Verdant Earth Technologies Limited

    Level 33, 52 Martin Place

    Sydney NSW 2000

    Australia

    Attn: Warren Kember

    

    

    with a copy to:

    

    

    Gibson, Dunn & Crutcher LLP

    200 Park Avenue

    New York, NY 10166-0193

    Attn: John Gaffney

    Facsimile: 212-351-6326

    E-Mail: jgaffney@gibsondunn.com

    

    

    (ii) if to the Holder, at the address of the Holder appearing on the books of the Company.

    

    

    9.           AMENDMENT AND WAIVER.  Except as otherwise provided herein, the provisions
        of this Warrant may be amended 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 prior written consent of the Required Holders.  Any such
        amendment shall apply to all Warrants and be binding upon all registered holders of such Warrants.

     

      

    10.         GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. 

        This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to the choice of law provisions thereof.  The Company and, by accepting this Warrant, the Holder, each irrevocably
        submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating
        to or arising out of this Warrant and the transactions contemplated hereby (each, a “Proceeding”).  Service of process in connection with any such Proceeding may be served on each party hereto anywhere in the
        world by the same methods as are specified for the giving of notices under this Warrant.  The Company and, by accepting this Warrant, the Holder, each irrevocably consent to the jurisdiction of any such court in any such Proceeding and to the
        laying of venue in such court.  The Company and, by accepting this Warrant, the Holder, each irrevocably waive any objection to the laying of venue of any such Proceeding brought in such courts and irrevocably waive any claim that any such
        Proceeding brought in any such court has been brought in an inconvenient forum.  EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER, HEREBY WAIVE ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION
          WITH RESPECT TO THIS WARRANT AND REPRESENT THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

    
      7

      
        


    

    11.         CONSTRUCTION; HEADINGS.  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.

     

      

    12.         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 e-mail within two (2) Business Days of receipt of the Exercise Notice 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 e-mail (a) the disputed determination of the Exercise Price to an independent, reputable investment bank selected
        by the Company and approved by the Holder, which approval shall not be unreasonably withheld, or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant.  The Company shall cause 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.  The prevailing party (which, for purposes of this Warrant, is the party whose determinations or calculations is closest to those of the investment bank or the accountant, as the case may be) in any dispute resolved pursuant to this
        Section 12 shall be entitled to the full amount of all reasonable expenses, including all costs and fees paid or incurred in good faith, in relation to the resolution of such dispute.  Such investment bank’s or accountant’s determination or
        calculation, as the case may be, shall be binding upon all parties absent demonstrable error.

     

      

    13.         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, 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.

     

      

    14.         TRANSFER.  Subject to applicable laws and the restrictions set forth in this
        Section 14, this Warrant may be Transferred without the consent of the Company.  The Holder agrees that the Transfer of this Warrant or any portion thereof shall be subject to the private placement legend set forth on the first page of this
        Warrant.  The Holder agrees, in connection with any Transfer of the Warrant or Warrant Shares, that it will deliver customary representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company.

     

      

    15.         REPRESENTATIONS OF THE HOLDER.  The Holder represents and warrants to the
        Company as follows:

     

      

    (a)          Purchase for Own Account. This Warrant and the Warrant Shares issuable
        upon exercise of this Warrant by the Holder are being acquired for investment for the Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Securities Act. The Holder has not
        been formed for the specific purpose of acquiring this Warrant or the Warrant Shares.

     

      

    (b)          Disclosure of Information. The Holder is aware of the Company’s business
        affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and the Warrant Shares
        issuable upon exercise of this Warrant. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and the Warrant Shares issuable upon exercise of this
        Warrant and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to the Holder or to which the Holder has
        access.

     

      

    (c)          Investment Experience. The Holder understands that the purchase of this
        Warrant and the Warrant Shares issuable upon exercise of this Warrant involves substantial risk. The Holder has experience as an investor in securities of companies in the development stage and acknowledges that the Holder can bear the economic
        risk of such Holder’s investment in this Warrant and the Warrant Shares issuable upon exercise of this Warrant and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons
        of a nature and duration that enables the Holder to be aware of the character, business acumen and financial circumstances of such persons.

    
      8

      
        


    

    (d)          Accredited Investor Status. The Holder is an “accredited investor” within
        the meaning of Regulation D promulgated under the Securities Act.

     

      

    (e)          The Securities Act. The Holder understands that this Warrant and
        the Warrant Shares issuable upon the exercise of this Warrant have not been registered under the Securities Act in reliance on a specific exemption therefrom, which exemption may depend upon, among other things, the bona fide nature of the Holder’s
        investment intent as expressed herein. The Holder understands that this Warrant and the Warrant Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Warrant Shares, if any) must
        be held indefinitely unless subsequently registered under the Securities Act and qualified under applicable state securities laws, or unless exemptions from such registration and qualification are otherwise available.

     

      

    (f)          Restricted Securities. The Holder understands and acknowledges that this
        Warrant and the Warrant Shares issuable upon exercise of this Warrant are “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such
        laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144, as presently in effect, and
        shall understand the resale limitations imposed thereby and by the Securities Act.

     

      

    (g)          No Voting Rights. The Holder, as a Holder of this Warrant, understands
        that it does not have any voting rights in respect of this Warrant or the Warrant Shares and shall not have such rights until the exercise of this Warrant.

     

      

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

     

      

    (a)          “Bloomberg” means Bloomberg Financial
        Markets.

     

      

    (b)          “Business Day” means any day other than
        Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed.

     

      

    (c)          “Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the
        Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior to
        4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the
        principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the
        over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the
        ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.).  If the Closing Bid Price or the Closing Sale Price cannot be calculated for a
        security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. 
        All such determinations to be appropriately adjusted for any share dividend, share split, stock combination or other similar transaction during the applicable calculation period.

     

      

    (d)          “Convertible

          Securities” means any shares or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for Ordinary Shares.

    
      9

      
        


    

    (e)          “Eligible Market” means the Principal
        Market, The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global Market or The NASDAQ Global Select Market.

     

      

    (f)           “Expiration Date” means the fifth (5th)
        anniversary of the Exercisability Date or, if such date falls on a day other than a Trading Day or on which trading does not take place on the Principal Market, or, if the Principal Market is not the principal trading market for the Ordinary
        Shares, then on the principal securities exchange or securities market on which the Ordinary Shares are then traded (a “Holiday”), the next date that is not a Holiday.

     

      

    (g)          “Fundamental Transaction” means that the
        Company shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person (but excluding a migratory merger effected solely for the
        purpose of changing the jurisdiction of incorporation of the Company), or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii) allow another
        Person to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding Ordinary Shares (not including any Ordinary Shares held by the Person or Persons making or party to, or associated or affiliated
        with the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate a share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of
        arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding Ordinary Shares (not including any Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with
        the other Persons making or party to, such share purchase agreement or other business combination), (v) reorganize, recapitalize or reclassify its Ordinary Shares, or (vi) any “person” or “group” (as these terms are used for purposes of Sections
        13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the aggregate ordinary voting power represented by issued and outstanding
        Ordinary Shares.

     

      

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

     

      

    (i)           “Ordinary Shares” means (i) the Company’s
        Ordinary Shares, no par value, and (ii) any share capital into which such Ordinary Shares shall have been changed or any share capital resulting from a reclassification of such Ordinary Shares.

     

      

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

     

      

    (k)          “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.

     

      

    (l)           “Principal Market” means The NASDAQ Globa
        Select Market, The NASDAQ Global Market or The NASDAQ Capital Market.

     

      

    (m)         “Required Holders” means, as of any date,
        the holders of at least a majority of the Warrants outstanding as of such date.

     

      

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

    
      10

      
        


    

    
    (o)          “Trading Day” means any day on which
        Ordinary Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Ordinary Shares, then on the principal securities exchange or securities market on which the Ordinary Shares are then
        traded; provided that “Trading Day” shall not include any day on which the Ordinary Shares are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Ordinary Shares are
        suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New
        York time).

     

      

    (p)          “Weighted Average Price” means, for any
        security as of any date, the dollar volume-weighted average price for such security on the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the official
        open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does
        not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal
        Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar
        volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by
        OTC Markets Group, Inc. If the Weighted Average Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually
        determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 12 with the term “Weighted Average Price” being
        substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any share dividend, share split, share combination or other similar transaction during the applicable calculation period.

     

      

    [Signature Page Follows]

    
      11

      
        


    

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

    

    

    
      	 	
              VERDANT EARTH TECHNOLOGIES LIMITED

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    
       

      

      [Signature Page to Digital Offering Warrant]

    

    
      
        


    

    
    EXHIBIT A

    

    

    EXERCISE NOTICE

     

    

    TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

    WARRANT TO PURCHASE ORDINARY SHARES

    

    

    VERDANT EARTH TECHNOLOGIES LIMITED

     

    

    The undersigned holder hereby exercises the right to purchase _________________ Ordinary Shares (“Warrant Shares”)
      of Verdant Earth Technologies Limited, a company limited by shares incorporated and domiciled in Australia (the “Company”), evidenced by the attached Warrant to Purchase Ordinary Shares (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 and,
      after delivery of such Warrant Shares, _____________ Warrant Shares remain subject to the Warrant.

    

    

    4.  Representations and Warranties.  By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving
      effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of Ordinary Shares (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under
      Section 1(g) of this Warrant to which this notice relates.

    

    

    	
            Date: _______________ __, ______

          	 
	 	 
	 	 
	

          	 
	
            Name of Registered Holder

          	 
	 	 
	 	 
	
            By:

          	 	 
	 	
            Name:

          	 	 
	 	
            Title:

          	 	 


    

    

    
      A-1

      
        


    

    
    EXHIBIT B

    

    

    ASSIGNMENT FORM

     

    

    VERDANT EARTH TECHNOLOGIES LIMITED

     

    

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

     

    

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

     

    

    	
            Name:

          	 	 
	 	 	 	
            (Please Print)

          
	 	 	 	 
	
            Address:

          	 	 
	 	 	 	
            (Please Print)

          
	 	 	 	 
	
            Dated: _______________ __, ______

          	 	 
	 	 	 	 
	
            Holder’s Signature:          

          	 	 	 
	 	 	 	 
	
            Holder’s Address:          

          	 	 	 


     

    

    NOTE:  The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change
      whatever.  Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

    

    

  

  B-1