Exhibit 4.5


 


THE REGISTERED HOLDER OF THIS PURCHASE
OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED
AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE
OPTION OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE
EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE OPTION BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE
DATE (AS DEFINED HEREIN) TO ANYONE OTHER THAN TO (I) CHARDAN CAPITAL MARKETS, LLC (“CHARDAN”) OR AN UNDERWRITER
OR SELECTED DEALER PARTICIPATING IN THE OFFERING OR (II) AN OFFICER OR PARTNER OF CHARDAN OR OF ANY SUCH UNDERWRITER OR SELECTED
DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2).


 


THIS PURCHASE OPTION IS NOT
EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY M I ACQUISITIONS, INC. (“COMPANY”) OF A
MERGER, CAPITAL SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR
BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S
REGISTRATION STATEMENT (DEFINED HEREIN)) AND [__________],1 2017.
VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S TRUST ACCOUNT (AS
DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME
PERIODS OR [__________],2 2021.


 


UNIT PURCHASE OPTION


 


FOR THE PURCHASE OF


 


500,000 UNITS


 


OF


 


M
I Acquisitions, inc.


 


1.             Purchase
Option.


 


THIS CERTIFIES THAT, in consideration of
$100.00 duly paid by or on behalf of Chardan Capital Markets, LLC (“Holder”), as registered owner of
this Purchase Option, to M I Acquisitions, Inc. (“Company”), Holder is entitled, at any time or from
time to time upon the later of the consummation of a Business Combination or [__________],1
2017 (“Commencement Date”), and at or before 5:00 p.m., New York City local time, on the earlier of the
liquidation of the Company’s Trust Account (as described in the Company’s registration statement (“Registration
Statement”) pursuant to which Units are offered for sale to the public in the Company’s initial public offering
(“Offering”)) in the event the Company has not completed a Business Combination within the required time
periods and [__________],2 2021, five years from the effective date (“Effective
Date”) of the Registration Statement (“Expiration Date”), but not thereafter, to subscribe
for, purchase and receive, in whole or in part, up to Five Hundred Thousand (500,000) units (“Units”)
of the Company, each Unit consisting of one share of common stock of the Company, par value $0.001 per share (“Common
Stock”) and one warrant (“Warrant(s)”). Each Warrant is identical to the whole warrant
included in the Units being registered for sale to the public by way of the Registration Statement (“Public Warrants”).
If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option may be
exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the
Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially
exercisable at $12.00 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified in Section
6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units (and Common
Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price”
shall mean the initial exercise price or the adjusted exercise price, depending on the context.


 





 






1 Insert date that is six months from the effective
date of the registration statement.


2 Insert date that is five years from the effective
date of the registration statement.


 




     


     


    

 


2.             Exercise.


 


2.1           Exercise
Form. In order to exercise this Purchase Option, the exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase Option and payment of the Exercise Price for the Units being purchased payable
in cash or by certified check or official bank check. If the subscription rights represented hereby shall not be exercised at or
before 5:00 p.m., New York City local time, on the Expiration Date, this Purchase Option shall become and be void without further
force or effect, and all rights represented hereby shall cease and expire.


 


2.2           Legend.
Each certificate for the securities purchased under this Purchase Option shall bear a legend as follows, unless such securities
have been registered under the Securities Act of 1933, as amended (“Act”):


 


“The securities represented by this certificate
have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state law. The securities
may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act,
or pursuant to an exemption from registration under the Act and applicable state law.”


  


2.3           Cashless
Exercise.


 


2.3.1           Determination
of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is
exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder
shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units
(“Cashless Exercise Right”) as follows: upon exercise of the Cashless Exercise Right, the Company shall
deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of Units (or that number
of shares of Common Stock and Warrants comprising that number of Units) equal to the quotient obtained by dividing (x) the “Value”
(as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The
“Value” of the portion of the Purchase Option being converted shall equal the remainder derived from
subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being
converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase
Option being converted. As used herein, the term “Current Market Value” per Unit at any date means: (A)
in the event that Public Warrants are not still trading, the remainder derived from subtracting (x) the exercise price of the Warrants
multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) (i) the
Current Market Price of the Common Stock multiplied by (ii) the number of shares of Common Stock underlying one Unit, which shall
include the Common Stock underlying the Warrants included in such Unit; and (B) in the event that the Common Stock and Public Warrants
underlying the Units are still trading, the Current Market Price of the Common Stock plus the product of (x) the Current Market
Price of the Public Warrants, and (y) the number of shares of Common Stock underlying the Warrants included in one Unit. The “Current
Market Price” shall mean (i) if the Common Stock (or Public Warrants, as the case may be) is listed on a national
securities exchange or quoted on the OTC Markets Group Inc. (or successor markets), the last sale price of the Common Stock (or
Public Warrants) in the principal trading market for the Common Stock as reported by the applicable market on the last trading
day preceding the date in question; and (ii) if the fair market value of the Common Stock cannot be determined pursuant to clause
(A) or (B) above, such price as the Board of Directors of the Company shall determine, in good faith. In the event the Public Warrants
have expired and are no longer exercisable, no “Value” shall be attributed to the Warrants underlying this Purchase
Option.


 


2.3.1           Mechanics
of Cashless Exercise. The Cashless Exercise Right may be exercised by the Holder on any business day on or after the Commencement
Date and not later than the Expiration Date by delivering the Purchase Option with the duly executed exercise form attached hereto
with the cashless exercise section completed to the Company, exercising the Cashless Exercise Right and specifying the total number
of Units the Holder will purchase pursuant to such Cashless Exercise Right.


 




    	 	2	 



     


    

  


2.4           No
Obligation to Net Cash Settle. Notwithstanding anything to the contrary contained in this Purchase Option, in no event will
the Company be required to net cash settle the exercise of the Purchase Option or the Warrants underlying the Purchase Option.


 


2.5           No Redemption of Purchase Option.
The Company may not call the Purchase Option for redemption, either in whole or in part.


 


2.6           Warrant Exercise. Any Warrants
underlying the Units shall be issued pursuant and subject to the terms and conditions set forth in the Warrant Agreement, dated
[●] 2016, by and (the “Warrant Agreement”).


 


3.             Transfer.


 


3.1           General
Restrictions. The registered Holder of this Purchase Option, by its acceptance hereof, agrees that it will not sell, transfer,
assign, pledge or hypothecate this Purchase Option (or the Common Stock and Warrants underlying this Purchase Option), or cause
the Purchase Option (or the Common Stock and Warrants underlying this Purchase Option) to be the subject of any hedging, short
sale, derivative, put, or call transaction that would result in the effective economic disposition of the Purchase Option by any
person, for a period of 180 days (pursuant to Rule 5110(g)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone
other than (i) Chardan or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer
or partner of Chardan or of any such underwriter or selected dealer. On and after 180 days following the Effective Date, transfers
to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted
assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with
the Purchase Option and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within three
business days transfer this Purchase Option on the books of the Company and shall execute and deliver a new Purchase Option or
Purchase Options of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of
Units purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.


 


3.2           Restrictions
Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the
Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from
registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction
of the Company (the Company hereby agreeing that McDermott Will & Emery LLP shall be acceptable counsel for the Holder), or
(ii) a registration statement or a post-effective amendment to the Registration Statement relating to such securities has
been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”),
a current prospectus is available and compliance with applicable state securities law has been established.


 


4.             New
Purchase Options to be Issued.


 


4.1           Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Option may be exercised or assigned in
whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Option for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax,
the Company shall cause to be delivered to the Holder without charge a new Purchase Option of like tenor to this Purchase Option
in the name of the Holder evidencing the right of the Holder to purchase the number of Units purchasable hereunder as to which
this Purchase Option has not been exercised or assigned.


 


4.2           Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Option and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Option of like tenor and date. Any such new Purchase Option executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.


 




    	 	3	 



     


    

  


5.             Registration
Rights.


 


5.1           Demand
Registration.


 


5.1.1           Grant
of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least
51% of the Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”),
agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion,
all or any portion of the (i) Purchase Options requested by the Majority Holders in the Initial Demand Notice and all of the securities
underlying such Purchase Options, including the Units, Common Stock, Warrants and the Common Stock underlying the Warrants and
(ii) the units issued to the Holder prior to or concurrently with the Offering and all the securities underlying such units (collectively,
the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration
statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty days after
receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared
effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five years beginning
on the Effective Date. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold
and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Options and/or Registrable
Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable
Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each
such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall
so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request,
the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section
5.1.4. The Company shall not be required to effect more than one (1) Demand Registration under this Section 5.1 in respect of all
Registrable Securities.


 


5.1.2           Effective
Registration. A registration will not count as a Demand Registration until the registration statement filed with the Commission
with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under
this Purchase Option with respect thereto; provided, however, that if, after such registration statement has been declared effective,
the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or
injunction of the Commission or any other governmental agency or court, the registration statement with respect to such Demand
Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed,
rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue
the offering.


 


5.1.3           Underwritten
Offering. If the Majority Holders so elect and such holders so advise the Company as part of the Initial Demand Notice, the
offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering.
In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such
holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting
to the extent provided herein. All Demanding Holders proposing to distribute their securities through such underwriting shall enter
into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Majority
Holders.


 




    	 	4	 



     


    

  


5.1.4           Reduction
of Offering. If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering advises
the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the
Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires
to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back
registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum
number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable,
the “Maximum Number of Shares”), then the Company shall include in such registration: (i) first,
the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance
with the number of shares that each such person has requested be included in such registration, regardless of the number of shares
held by each such person (such proportion is referred to herein as “Pro Rata”)) that can be sold without
exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities registrable pursuant to the
terms of the Registration Rights Agreement between the Company and the initial investors in the Company, dated as of [__________],3
2016 (the “Registration Rights Agreement” and such registrable securities, the “Investor
Securities”) as to which “piggy-back” registration has been requested by the holders thereof, Pro Rata,
that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock or other securities
for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such
persons and that can be sold without exceeding the Maximum Number of Shares.


 


5.1.5           Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all
of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from
such offering by giving written notice to the Company and the underwriter or underwriters of their request to withdraw prior to
the effectiveness of the registration statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then the Company does not have to
continue its obligations under Section 5.1 with respect to such proposed offering.


 


5.1.6           Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of one
legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities, but the Holders
shall pay any and all underwriting commissions. The Company agrees to use its reasonable best efforts to qualify or register the
Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event
shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the
Company to be obligated to qualify to do business in such state, or would subject the Company to taxation as a foreign corporation
doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares
of capital stock of the Company. The Company shall use its best efforts to cause any registration statement or post-effective amendment
filed pursuant to the demand rights granted under Section 5.1.1 to remain effective until the expiration of the Warrants in
accordance with the terms and conditions of that certain Warrant Agreement , dated as of _______, 2016, between the Company
and Continental Stock Transfer & Trust Company.


 





 






3 Insert effective date of registration
statement.


 




    	 	5	 



     


    

  


5.2           Piggy-Back
Registration.


 


5.2.1           Piggy-Back
Rights. If at any time during the seven year period commencing on the Effective Date the Company proposes to file a registration
statement under the Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account
(or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 5.1), other than a registration
statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or
offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible
into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice
of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days
before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering,
the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering,
and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares
of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back
Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall
use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable
Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of
the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s)
of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration
that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter
or underwriters selected for such Piggy-Back Registration.


 


5.2.2           Reduction
of Offering. If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering
advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock
which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded
pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable
Securities as to which registration has been requested under this Section 5.2, and the shares of Common Stock, if any, as to which
registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the
Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:


 


(a)          If
the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities
that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent
that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other
securities, if any, comprised of Registrable Securities and Investor Securities, as to which registration has been requested pursuant
to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that can be sold without
exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of shares has not been reached
under the foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that
the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that
can be sold without exceeding the Maximum Number of Shares;


 


(b)          If
the registration is a “demand” registration undertaken at the demand of holders of Investor Securities, (A) first,
the shares of Common Stock or other securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clauses (A) and (B), the shares of Registrable Securities, Pro Rata, as to which registration has been requested pursuant
to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or
other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements
with such persons, that can be sold without exceeding the Maximum Number of Shares; and


 


(c)          If
the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable
Securities or of Investor Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding
persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to
sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (A) and (B), collectively the shares of Common Stock or other securities comprised
of Registrable Securities and Investor Securities, Pro Rata, as to which registration has been requested pursuant to the terms
hereof and of the Registration Rights Agreement, as applicable, that can be sold without exceeding the Maximum Number of Shares;
and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C),
the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant
to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.


 




    	 	6	 



     


    

 


5.2.3           Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of
the registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a
demand pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness
of the registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders
of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 5.2.4.


 


5.2.4           Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of one
legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities but the Holders
shall pay any and all underwriting commissions related to the Registrable Securities. In the event of such a proposed registration,
the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice
prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for
each applicable registration statement filed (during the period in which the Purchase Option is exercisable) by the Company until
such time as all of the Registrable Securities have been registered and sold. The Holders of the Registrable Securities shall exercise
the “piggy-back” rights provided for herein by giving written notice within ten days of the receipt of the Company’s
notice of its intention to file a registration statement. The Company shall use its best efforts to cause any registration statement
filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the
Holders of the Registrable Securities are first given the opportunity to sell all of such securities.


 


5.3           Intentionally
Omitted.


 


5.4           General
Terms.


 


5.4.1           Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability
(including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending
against litigation, commenced or threatened, or any claim whatsoever whether arising out of any action between the underwriter
and the Company or between the underwriter and any third party or otherwise) to which any of them may become subject under the
Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect
as the provisions pursuant to which the Company has agreed to indemnify the underwriters contained in Section 5 of the Underwriting
Agreement between the Company, Chardan and the other underwriters named therein dated the Effective Date (“Underwriting
Agreement”). The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and
their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person,
if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all
loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred
in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange
Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, in writing,
for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in
Section 5 of the Underwriting Agreement pursuant to which the underwriters have agreed to indemnify the Company.


 


5.4.2           Exercise
of Purchase Options. Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise their
Purchase Options or Warrants underlying such Purchase Options prior to or after the initial filing of any registration statement
or the effectiveness thereof.


 




    	 	7	 



     


    

  


5.4.3           Documents
Delivered to Holders. The Company shall furnish Chardan, as representative of the Holders participating in any of the foregoing
offerings, a signed counterpart, addressed to the participating Holders, of (i) an opinion of counsel to the Company, dated the
effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated
the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated the
effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated
the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report
on the Company’s financial statements included in such registration statement, in each case covering substantially the same
matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’
letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company
shall also deliver promptly to Chardan, as representative of the Holders participating in the offering, the correspondence and
memoranda described below and copies of all correspondence between the Commission and the Company, its counsel or auditors and
all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit Chardan,
as representative of the Holders, to do such investigation, upon reasonable advance notice, with respect to information contained
in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules
of FINRA. Such investigation shall include access to books, records and properties and opportunities to discuss the business of
the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often
as Chardan, as representative of the Holders, shall reasonably request. The Company shall not be required to disclose any confidential
information or other records to Chardan, as representative of the Holders, or to any other person, until and unless such persons
shall have entered into reasonable confidentiality agreements (in form and substance reasonably satisfactory to the Company), with
the Company with respect thereto.


 


5.4.4           Underwriting
Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any
Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably
acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and
such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms
as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting
agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all of
the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and
for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements
with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such
Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are
customarily contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate
custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating
to any offering in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such
information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities
as shall be reasonably required to effect the registration of the Registrable Securities.


 


5.4.5           Rule
144 Sale. Notwithstanding anything contained in this Section 5 to the contrary, the Company shall have no obligation pursuant
to Sections 5.1 or 5.2 to use its best efforts to obtain the registration of Registrable Securities held by any Holder (i) where
such Holder would then be entitled to sell under Rule 144 within any three-month period (or such other period prescribed under
Rule 144 as may be provided by amendment thereof) all of the Registrable Securities then held by such Holder, and (ii) where the
number of Registrable Securities held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated
as if such Holder were an affiliate within the meaning of Rule 144).


 


5.4.6           Supplemental
Prospectus. Each Holder agrees, that upon receipt of any notice from the Company of the happening of any event as a result
of which the prospectus included in the registration statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing, such Holder will immediately discontinue disposition of Registrable Securities pursuant to
the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of a supplemental
or amended prospectus, and, if so desired by the Company, such Holder shall deliver to the Company (at the expense of the Company)
or destroy (and deliver to the Company a certificate of such destruction) all copies, other than permanent file copies then in
such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.


 




    	 	8	 



     


    

  


6.             Adjustments.


 


6.1           Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Units underlying the Purchase Option shall
be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1           Stock
Dividends - Split-Ups. If after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock or by a split-up of shares of Common
Stock or other similar event, then, on the effective date thereof, the number of shares of Common Stock underlying each of the
Units purchasable hereunder shall be increased in proportion to such increase in outstanding shares. In such case, the number of
shares of Common Stock, and the exercise price applicable thereto, underlying the Warrants underlying each of the Units purchasable
hereunder shall be adjusted in accordance with the terms of the Warrants.


 


6.1.2           Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 6.3, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event, then,
on the effective date thereof, the number of shares of Common Stock underlying each of the Units purchasable hereunder shall be
decreased in proportion to such decrease in outstanding shares. In such case, the number of shares of Common Stock, and the exercise
price applicable thereto, underlying the Warrants underlying each of the Units purchasable hereunder shall be adjusted in accordance
with the terms of the Warrants.


 


6.1.3           Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such shares of Common
Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property
of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of
this Purchase Option shall have the right thereafter (until the expiration of the right of exercise of this Purchase Option) to
receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the
kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of shares of Common
Stock of the Company obtainable upon exercise of this Purchase Option and the underlying Warrants immediately prior to such event;
and if any reclassification also results in a change in the Common Stock covered by Section 6.1.1 or 6.1.2, then such adjustment
shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply
to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 


6.1.4           Changes
in Form of Purchase Option. This form of Purchase Option need not be changed because of any change pursuant to this Section,
and Purchase Options issued after such change may state the same Exercise Price and the same number of Units as are stated in the
Purchase Options initially issued pursuant to this Purchase Option. The acceptance by any Holder of the issuance of new Purchase
Options reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the
Commencement Date or the computation thereof.


  


6.2           Substitute
Purchase Option. In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company
into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the
outstanding shares of Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder
a supplemental Purchase Option providing that the holder of each Purchase Option then outstanding or to be outstanding shall have
the right thereafter (until the stated expiration of such Purchase Option) to receive, upon exercise of such Purchase Option, the
kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder
of the number of shares of Common Stock of the Company for which such Purchase Option might have been exercised immediately prior
to such consolidation, merger, sale or transfer. Such supplemental Purchase Option shall provide for adjustments which shall be
identical to the adjustments provided in Section 6. The above provision of this Section shall similarly apply to successive consolidations
or mergers.


 




    	 	9	 



     


    

  


6.3           Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of a share of Common
Stock or Warrants upon the exercise of the Purchase Option, nor shall it be required to issue scrip or pay cash in lieu of any
fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction
up to the nearest whole number of Warrants, Common Stock or other securities, properties or rights.


 


7.             Reservation
and Listing. The Company shall at all times reserve and keep available out of its authorized Common Stock, solely for the purpose
of issuance upon exercise of the Purchase Options or the Warrants underlying the Purchase Options, such number of shares of Common
Stock or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees
that, upon exercise of the Purchase Options and payment of the Exercise Price therefor, all Common Stock and other securities issuable
upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any
stockholder. The Company further covenants and agrees that upon exercise of the Warrants underlying the Purchase Options and payment
of the respective Warrant exercise price therefor, all Common Stock and other securities issuable upon such exercise shall be duly
and validly issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder. As long as the Purchase
Options shall be outstanding, the Company shall use its best efforts to cause all (i) Units and Common Stock issuable upon exercise
of the Purchase Options, (ii) Warrants issuable upon exercise of the Purchase Options and (iii) Common Stock issuable upon exercise
of the Warrants included in the Units issuable upon exercise of the Purchase Option to be listed and/or quoted (subject to official
notice of issuance) on all securities exchanges (or, if applicable, on the OTC Bulletin Board or OTC Markets Group, Inc. or any
successor trading market) on which the Common Stock or the Public Warrants may then be listed and/or quoted.


  


8.             Certain
Notice Requirements.


 


8.1           Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent as a
stockholder for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company.
If, however, at any time prior to the expiration of the Purchase Options and their exercise, any of the events described in Section
8.2 shall occur, then, in each such event, the Company shall give written notice of such event at least fifteen days prior to the
date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such
dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as
the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other
stockholders of the Company at the same time and in the same manner that such notice is given to the stockholders.


 


8.2           Events
Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following
events: (i) if the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive
a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained
earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company
shall offer to all the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible
into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii)
a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of
all or substantially all of its property, assets and business shall be proposed.


 


8.3           Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to
Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice
shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate
by the Company’s President and Chief Financial Officer.


 




    	 	10	 



     


    

  


8.4           Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Option shall be in writing and shall
be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered
Holder of the Purchase Option, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company,
to the following address or to such other address as the Company may designate by notice to the Holders: 


 


M I Acquisitions Corp 77 Water
St, Fl 8


c/o Magna Management LLC


40 Wall Street, 58th
Floor


New York, NY 10005


Telephone: (347) 491-4240


Attn: Joshua Sason, Chief Executive
Officer


 


9.             Miscellaneous.


 


9.1           Amendments.
The Company and Chardan may from time to time supplement or amend this Purchase Option without the approval of any of the Holders
in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with
any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company
and Chardan may deem necessary or desirable and that the Company and Chardan deem shall not adversely affect the interest of the
Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement
of the modification or amendment is sought.


  


9.2           Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Purchase Option.


 


9.3           Entire
Agreement. This Purchase Option (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Option) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4           Binding
Effect. This Purchase Option shall inure solely to the benefit of and shall be binding upon the Holder and the Company and
their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Option or any provisions
herein contained.


 


9.5           Governing
Law; Submission to Jurisdiction. This Purchase Option shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any
action, proceeding or claim against it arising out of, or relating in any way to this Purchase Option shall be brought and enforced
in the New York Supreme Court, County of New York, or in 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 inconvenient forum. Any 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 8.4 hereof. Such mailing shall be deemed personal service and shall be legal
and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies)
in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys' fees and expenses relating
to such action or proceeding and/or incurred in connection with the preparation therefore.


 




    	 	11	 



     


    

  


9.6           Waiver,
Etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Option shall not
be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Option or any
provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Option.
No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Option shall be effective
unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought;
and no waiver of any such breach, non-compliance or non- fulfillment shall be construed or deemed to be a waiver of any other or
subsequent breach or non-compliance.


  


9.7           Execution
in Counterparts. This Purchase Option may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto.


 


9.8           Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Option, Holder agrees that, at any
time prior to the complete exercise of this Purchase Option by Holder, if the Company and Chardan enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Purchase Options will be exchanged for securities or
cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[signature page follows]


 




    	 	12	 



     


    

  


IN WITNESS WHEREOF, the Company has caused this Purchase Option
to be signed by its duly authorized officer as of the _____ day of ____________________, 2016.


 


	 	M I Acquisitions, Inc.
	 	 
	 	By:	 
	 	 	Name: [__________]
	 	 	Title:   [__________]


 




    	 	13	 



     


    

  


Form to be used to exercise Purchase Option:


 


M I Acquisitions, Inc.


40 Wall Street, 58th Floor


New York, NY 10005 


 


Date:_________________, 20___


 


The undersigned hereby elects irrevocably
to exercise all or a portion of the within Purchase Option and to purchase ____ Units of M I Acquisitions, Inc. and hereby makes
payment of $____________ (at the rate of $_________ per Unit) in payment of the Exercise Price pursuant thereto. Please issue the
securities as to which this Purchase Option is exercised in accordance with the instructions given below.


 


or


 


The undersigned hereby elects irrevocably
to convert its right to purchase _________ Units purchasable under the within Purchase Option by surrender of the unexercised portion
of the attached Purchase Option (with a “Value” based of $_______ based on a “Market Price” of $_______).
Please issue the securities comprising the Units as to which this Purchase Option is exercised in accordance with the instructions
given below.


 


 


	 	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of the purchase option in every particular, without alteration or enlargement or any change whatever.


 


Signature(s) Guaranteed:


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 




    	 	14	 



     


    

  


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


Name


 


	 
	(Print in Block Letters)


 


Address


 


	 


 




    	 	15	 



     


    

 


Form to be used to assign Purchase Option:


 


ASSIGNMENT


 


(To be executed by the registered Holder
to effect a transfer of the within Purchase Option):


 


FOR VALUE RECEIVED,______________________________________________
does hereby sell, assign and transfer unto___________________________________________ the right to purchase __________ Units of
M I Acquisitions, Inc. (“Company”) evidenced by the within Purchase Option and does hereby authorize
the Company to transfer such right on the books of the Company.


 


Dated:___________________, 20__


 


	 	 	 
	 	Signature


 


	 	 	 
	 	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of the purchase option in every particular, without alteration or enlargement or any change whatever.


 


Signature(s) Guaranteed:


 


	 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 




    	 	16