EXHIBIT
4.2


 


FORM
OF


INCENTIVE
STOCK OPTION AGREEMENT


 


THIS
INCENTIVE STOCK OPTION AGREEMENT is made as of _______, 2021, by and between Bit Digital, Inc., a Cayman Islands exempted company having
its principal executive offices at 33 Irving Place, New York, NY 10003 (the “Grantor”), and ________ ____________, an individual
residing at [___________________________] (the “Optionee”).


 


WITNESSETH:


 


WHEREAS,
the Bit Digital, Inc. 2021 Omnibus Equity Incentive Plan was adopted by the Board of Directors (the “Board”) and the stockholders
of the Grantor to provide the Optionee with an opportunity to acquire or increase his proprietary interest in the business of the Grantor,
and, through stock ownership, to possess an increased personal interest in its continued success and progress; and


 


WHEREAS,
the Grantor desires to increase the incentive of the Optionee to exert his utmost efforts to improve the business and increase the assets
of the Grantor.


 


NOW,
THEREFORE, in consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the
Grantor hereby grants the Optionee an option to purchase ordinary shares of the Grantor, $.01 par value per share (the “Ordinary
Shares”), upon the following terms and conditions:


 


		1.	Option.



 


Pursuant
to the Bit Digital, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”), the Grantor hereby grants to the Optionee
an incentive stock option (the “Option”), as defined in Section 422 of the Internal Revenue Code of 1986, as amended,
on the terms and conditions contained in the Plan, to purchase up to an aggregate of ______ fully paid and non-assessable ordinary shares
(the “Shares”).


 


		2.	Purchase
Price.



 


The
purchase price (“Purchase Price”) for the Option shall be $___ per share. The Grantor shall pay all original issue
or transfer taxes on the exercise of the Option and all other fees and expenses necessarily incurred by the Grantor in connection therewith.


 


		3.	Exercise
of the Option.



 


(a) Except
as otherwise set forth herein, no Option shall be exercisable until it has vested in accordance with the provisions of subsection (b)
below. Any Option which vests and thereby becomes exercisable hereunder may be exercised in whole or in part, in one hundred (100) share
increments, from time to time and at any time, until the Option lapses or terminates. If the Optionee’s exercise of any Option
would require the Grantor to issue a fractional Share, the Grantor will not be required to issue such fractional Share but it shall pay
the Optionee in cash the value of such fractional Share. Except as set forth in Section 5, all unexercised Options (whether or not vested)
shall lapse and forever terminate on ____________, 20__.


 






     


     


    

 


(b) Options
for the purchase of the Shares shall vest as follows: [one-third] (rounded to the nearest Share), or ______ Shares, shall vest
and become exercisable on the date of grant; [one-third], or ___ Shares shall vest and become exercisable on the first anniversary
date from the date of grant and [one-third], or _____ Shares, shall vest and become exercisable on the second anniversary date
from the date of grant, or ________ shares.


 


(c) Notwithstanding
the foregoing, in the event the market capitalization of the Company shall exceed: (i) $______ million, [one-half] (rounded to
the nearest Share), or _______ Shares shall vest and become exercisable immediately thereafter; and (ii) $_______ billion, the remaining
[one-half] (rounded to the nearest Share), or _______ Shares shall vest and become exercisable immediately.


 


(d) Notwithstanding
the foregoing, in the event of a Corporate Transaction (as defined in Section 4.2(b) of the Plan) the Option shall be assumed by the
surviving entity with appropriate adjustments as determined by the Board of Directors of the Company, but in any event shall accelerate
and be fully vested and immediately exercisable upon completion of the Corporation Transaction.


 


		4.	Manner
of Exercise.



 


Options
that are exercisable may be exercised in whole or in part at any time during the option period by (a) giving written notice to the Grantor
specifying the number of Shares to be purchased; in one hundred (100) Share increments, (b) accompanied by payment in full of the purchase
price, in cash or by check and (c) the payment of any withholding tax to the Company, will be required to withhold as a result of the
exercise of the Option. The Purchase Price of the shares of Stock as to which the Option is exercised shall be paid in full at the time
of exercise by any approved method set forth in paragraphs (a) through (e) of Section 6.5 of the Plan. The Optionee shall not have any
of the rights of a shareholder with respect to the Stock covered by the Option until the date of the issuance of a stock certificate
to Optionee for such shares of Stock. An Optionee shall have the right to dividends and other rights of a stockholder with respect to
ordinary shares purchased upon exercise of an Option at such time as the Optionee has given written notice of exercise and has paid in
full for such shares and has satisfied such conditions that may be imposed by the Grantor with respect to the withholding of taxes.


 


Subject
to the terms and conditions hereof, the Options shall be exercisable by notice to the Grantor on the form provided by the Grantor, a
copy of which is attached hereto. In the event that the Options are being exercised by any person or persons other than the Optionee,
the notice shall be accompanied by proof, satisfactory to the Grantor, of the right of such person or persons to exercise any right under
this Agreement and the Plan.


 


		5.	Termination
of Employment.



 


(a) In
the event that the employment of Optionee terminates (otherwise than by reason of his death or “total disability” (as defined
in the Plan) or for Cause (as defined below), the Option may be exercised (if and to the extent that the Optionee was entitled to do
so at the date of termination of his employment) at any time within three months after such termination, but in no event after the expiration
of the term of the Option.


 






    2


     


    

 


(b) In
the event that the employment of the Optionee shall terminate for cause, the Option shall be cancelled immediately. Termination “for
cause” shall mean dismissal for commission of any act of a theft, embezzlement or fraud involving the Grantor or any member of
the Parent Participating Group or otherwise, or a breach of fiduciary duty to the Grantor or any member of the Parent Participating Group.
If the employment of the Optionee shall be suspended pending an investigation of whether or not the Optionee shall be terminated for
cause, all of the Optionee’s rights under the Option granted hereunder likewise shall be suspended during the period of investigation.


 


(c) In
the event of the death or total disability of the Optionee while an employee of Grantor or within three months after the termination
of this employment with the Grantor, the Option may be exercised (if and to the extent that the deceased Optionee was entitled to do
so at the date of his death or total disability) by a legatee or legatees of the Optionee under such Optionee’s last will and testament
or by his personal representatives or distributees, at any time within twelve months after his death or total disability (or such longer
period of time as determined by the Board in its discretion), but in no event after the expiration of the term of the Option.


 


		6.	Assignability
of the Option.



 


Except
as specifically provided herein, the Optionee may not give, grant, sell, exchange, transfer legal title, pledge, assign or otherwise
encumber or dispose of the Option herein granted or any interest therein (whether by operation of law or otherwise) and shall not be
subject to execution, attachment or similar process, otherwise than by will or the laws of descent and distribution, and the Option herein
granted shall be exercisable in whole or in part during the Optionee’s lifetime only by the Optionee or his guardian or legal representative.
Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Option or any right or privilege conferred by
this Option contrary to the provisions of this Option or the Plan, or upon the levy of any attachment or similar process on the rights
and privileges conferred by this Option shall be null and void and this Option and the rights and privileges conferred by this Option
shall immediately terminate and become null and void.


 


		7.	Stock
as Investment.



 


By
accepting the Option herein granted, the Optionee agrees for himself and his heirs and legatees that, unless the Shares are sold pursuant
to an effective registration statement under the Securities Act of 1933 (the “Securities Act”) or an exemption from
registration, all Shares purchased hereunder shall be acquired for investment purposes only and not for sale or distribution, and upon
the issuance of any or all of the Shares issuable under the Option, the Optionee, or his heirs or legatees receiving such Shares, shall
deliver to the Grantor a representation in writing, that unless such Shares have been registered for resale they are being acquired in
good faith for investment purposes only and not for sale or distribution. Grantor may place a “stop transfer” order with
respect to such Shares with its transfer agent and place an appropriate restrictive legend on the stock certificate evidencing such Shares.


 






    3


     


    

 


		8.	Restriction
on Issuance of Shares.



 


The
Grantor shall not be required to issue or deliver any certificate for Shares purchased upon the exercise of the Option unless (a) the
issuance of such Shares has been registered with the Securities and Exchange Commission under the Securities Act, or counsel to the Grantor
shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from
any state regulatory body having jurisdiction thereof; and (c) permission for the listing of such shares shall have been given by any
national securities exchange on which the Ordinary Shares of the Grantor is at the time of issuance listed.


 


		9.	Adjustment
on Changes in Capitalization.



 


(a) In
the event of changes in the outstanding Ordinary Shares of the Grantor by reason of stock dividends, stock splits, reverse stock splits,
recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations or liquidations, the number
of ordinary shares as to which the Option may be exercised shall be correspondingly adjusted by the Grantor, and the Purchase Price shall
be adjusted so that the product of the Purchase Price immediately after such event multiplied by the number of options subject to this
Agreement immediately after such event shall be equal to the product of the Purchase Price multiplied by the number of Shares subject
to this Agreement immediately prior to the occurrence of such event.


 


(b) In
the event of any consolidation or merger of the Grantor with or into another company, or the conveyance of all or substantially all of
the assets of the Grantor to another company for solely stock and/or securities, the unexercised portion of the Option granted hereunder
shall upon exercise thereafter entitle the holder thereof to such number of Shares or other securities or property to which a holder
of Shares would have been entitled to upon such consolidation, merger or conveyance; and in any such case appropriate adjustment, as
determined by the Board (or the board of directors of a successor entity) shall be made as set forth above with respect to any future
changes in the capitalization of the Grantor or its successor entity.


 


(c) Any
adjustment in the number of Shares shall apply proportionately to only the unexercised portion of the Options granted hereunder. If fractions
of a Share would result from any such adjustment, the Grantor (or successor entity) may, but is not required to, issue fractional shares
in accordance with the laws of the Cayman Islands.


 


		10.	Rights
of Optionee.



 


The
grant of the Option (or any other Option under this Agreement or any other agreement) in any year shall give the Optionee neither any
right to similar grants in future years nor any right to be retained in the Service of the Grantor, such Service being terminable to
the same extent as if the Plan and this Agreement were not in effect. The right and power of the Grantor to dismiss or discharge any
employee is specifically and unqualifiedly unimpaired by this Agreement. Neither the Optionee nor any other person legally entitled to
exercise any rights under this Agreement shall be entitled to any of the rights or privileges of a stockholder of the Grantor with respect
to any Shares which may be issuable upon any exercise pursuant to this Agreement, unless and until the stock records of the Grantor reflect
the issuance of such Shares.


 






    4


     


    

 


		11.	Notices.



 


Each
notice or other communication relating to this Agreement shall be in writing and delivered in person or by registered mail to the Grantor
at its office, 33 Irving Place, New York, NY 10003, to the attention of the Corporate Secretary. All notices to the Optionee or other
person or persons then entitled to exercise any right pursuant to this Agreement shall be delivered to the Optionee or such other person
or persons at the Optionee’s address specified below the Optionee’s signature to this Agreement or at such other address
as the Optionee or such other person may specify in writing to the Grantor by a notice delivered in accordance with this paragraph.


 


		12.	Effect
Upon Employment.



 


This
Agreement does not give Optionee any right to continued employment by the Grantor.


 


		13.	Binding
Effect.



 


Except
as herein otherwise expressly provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors
legal representatives and assigns.


 


		14.	Agreement
Subject to Plan.



 


Notwithstanding
anything contained herein to the contrary, this Agreement is subject to, and shall be construed in accordance with, the terms of the
Plan, which is incorporated by reference herein and made a part of this Agreement as if fully set forth herein. The Optionee acknowledges
receipt of a copy of the Plan. In the event of any inconsistency between the terms hereof and the terms of the Plan, the terms of the
Plan shall govern.


 


		15.	Miscellaneous.



 


This
Agreement shall be construed under the laws of the Cayman Islands, without application to the principles of conflicts of laws. Headings
have been included herein for convenience of reference only and shall not be deemed a part of the Agreement.


 






    5


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Incentive Stock Option Agreement as of the day and year first above written.


 


		BIT DIGITAL,
         INC.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	OPTIONEE	
	 	 	 	 
	 	 	 
	 	 	Name:
	 	 	 	 
	 	 	Optionee
                                            Address:
	 	 	 	 
	 	 	 	 
	 	 	Optionee
                                            Social Security No.:



	 	 	 
	 	 	 



 






    6


     


    

 


EXHIBIT
A


 


NOTICE
OF EXERCISE OF STOCK OPTION TO PURCHASE

ORDINARY SHARES OF BIT DIGITAL, INC.


 



	Name	 	 	 
	 	 	 	 
	Address	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Date	 	 	 



 


 


Bit
Digital, Inc..

33 Irving Place

New York, NY 10003

Attention: Corporate Secretary


 


Re:
Exercise of Stock Option


 


Gentlemen:


 


Reference
is hereby made to the Bit Digital, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”) and that certain Stock
Option Agreement between me and Bit Digital, Inc., dated as of _________, 20__ (the “Agreement”). Capitalized
terms not defined in this notice shall have the respective meanings ascribed to them in the Plan or the Agreement.


 


Subject
to acceptance hereof in writing by the Company pursuant to the provisions of the Plan, I hereby elect to exercise options to purchase
the number of shares set forth on the signature page of this notice.


 


(Please
check one of the following):


 


_____
Enclosed is a check in the amount of $_________, representing the aggregate Purchase Price, payable to the order of Bit Digital, Inc.
If applicable, I have also enclosed a check payable to Bit Digital, Inc. representing payment of applicable withholding taxes.


 


_____
Enclosed are shares of Stock having a Fair Market Value equal to the aggregate Purchase Price.


 


_____
Enclosed is a copy of irrevocable instructions I have given to my stockbroker in connection with a Cashless Exercise.


 


_____
I hereby elect to have the Company perform a “net issue exercise” in accordance with Section 6.5 of the Plan.


 






    A-1


     


    

 


As
soon as the Stock Certificate or book entry is registered in my name, please deliver it to me at the above address.


 


Unless
the issuance of the Stock being purchased by me pursuant to the Agreement are subject to an effective registration statement under the
Securities Act, I understand that I will be asked to execute and deliver to the Company supplemental investment representations prior
to being issued any Stock.


 






	 	Very truly yours,
	 	 
	 	 


 


 


	AGREED TO AND
    ACCEPTED:	 
	 	 
	BIT DIGITAL, INC.	 
	 	 	 
	By:	 	 
	 	 	 
	Title:	 	 



 


	 	 	 	 
	 	Number of Shares
    Exercised:	 	 
	 	 	 	 
	 	Number of Shares
    Remaining:	 	 



 


	 	Date:	 	 



 





    A-2