Exhibit 4.1


 


NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY
IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


Original Issue Date: _______, 2020


Original Conversion Price (subject to adjustment
herein): $1.10


 


$_______________


 


CONVERTIBLE
PROMISSORY NOTE


DUE
_____, 2022


 


THIS CONVERTIBLE NOTE is one of a series
of duly authorized and validly issued Convertible Notes of MICT, Inc., a Delaware corporation (the “Company”),
having its principal place of business at 28 West Grand Avenue, Suite 3, Montvale, New Jersey 07645, designated as its Convertible
Note due _____, 2022 (this note, the “Note” and, collectively with the other Notes of such series, the “Notes”).


 


FOR VALUE RECEIVED, the Company promises to pay to [________________________]
or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal
sum of $[_______________] on ______, 2022 (the “Maturity Date”) or such earlier date as this Note is required
or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding
principal amount of this Note in accordance with the provisions hereof. This Note is subject to the following additional provisions:


 


Section 1. Definitions. For the purposes
hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall have
the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:


 


“Alternate Consideration” shall have
the meaning set forth in Section 5(e).


 


“Attribution Parties” shall have
the meaning set forth in Section 4(d).


 






    1


     


    

 


“Bankruptcy Event” means any of
the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation
S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any
Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such
case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary
thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is
entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or
any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the
Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any
Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or
restructuring of its debts, (g) the Company or any Significant Subsidiary thereof admits in writing that it is generally
unable to pay its debts as they become due, (h) the Company or any Significant Subsidiary thereof, by any act or failure to
act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other
action for the purpose of effecting any of the foregoing.


 


“Beneficial Ownership Limitation”
shall have the meaning set forth in Section 4(d).


 


“Business Day” means any day except
any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions
in the State of New York are authorized or required by law or other governmental action to close.


 


“Buy-In” shall have the meaning set
forth in Section 4(c)(v).


 


“Charter Amendment” shall have the
meaning ascribed to such term in Section 4(c)(vi).


 


“Conversion” shall have the meaning
ascribed to such term in Section 4.


 


“Conversion Date” shall have the
meaning set forth in Section 4(a).


 


“Conversion Price” shall have the
meaning set forth in Section 4(b).


 


“Conversion Schedule” means the Conversion
Schedule in the form of Schedule 1 attached hereto.


 


“Conversion Shares” means, collectively,
the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof.


 


“Distribution” shall have the meaning
set forth in Section 5(d).


 




    2


     


    

 


“Equity Conditions” means, during
the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring
by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and
other amounts owing to the Holder in respect of this Note, (c)(i) there is an effective Registration Statement pursuant to which
the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the
Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable
future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash
payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information
requirements as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and
acceptable to the Transfer Agent and the Holder, (d) the Common Stock is trading on a Trading Market and all of the shares issuable
pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good
faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there
is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the
shares then issuable pursuant to the Transaction Documents, (f) there is no existing Event of Default and no existing event which,
with the passage of time or the giving of notice, would constitute an Event of Default, and (g) the issuance of the shares in question
to the Holder would not violate the limitations set forth in Section 4(d) and Section 4(e) herein.


 


“Event of Default” shall have the
meaning set forth in Section 8(a).


 


“Fundamental Transaction” shall have
the meaning set forth in Section 5(e).


 


“Interest Conversion Shares” shall
have the meaning set forth in Section 2(a).


 


“Interest Notice Period” shall have
the meaning set forth in Section 2(a).


 


“Interest Payment Date” shall have
the meaning set forth in Section 2(a).


 


“Issuable Maximum” shall have the
meaning set forth in Section 4(e).


 


“Interest Share Amount” shall have
the meaning set forth in Section 2(a).


 


“Late Fees” shall have the meaning
set forth in Section 2(d).


 






    3


     


    

 


“Mandatory Default Amount”
means the sum of (a) the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest
hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either (A) demanded (if demand or notice
is required to create an Event of Default) or otherwise due or (B) paid in full, whichever has a lower Conversion Price,
multiplied by the VWAP on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full,
whichever has a higher VWAP, or (ii) 120% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid
interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of this Note.


 


“New York Courts” shall have the
meaning set forth in Section 9(d).


 


“Note Register” shall have the meaning
set forth in Section 2(c).


 


“Notice of Conversion” shall have
the meaning set forth in Section 4(a).


 


“Original Issue Date” means the date
of the first issuance of the Notes, regardless of any transfers of any Note and regardless of the number of instruments which may
be issued to evidence such Notes.


 


“Purchase Agreement” means the Securities
Purchase Agreement, dated as of _____, 2020, among the Company and the original Holders, as amended, modified or supplemented from
time to time in accordance with its terms.


 


“Purchase Rights” shall have the
meaning set forth in Section 5(c).


 


“Registration Statement” means a
registration statement meeting the requirements set forth in the Securities Purchase Agreement and covering the resale of the Underlying
Shares by each Holder as provided for in the Securities Purchase Agreement.


 


“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Share Delivery Date” shall have
the meaning set forth in Section 4(c)(ii).


 


“Standard Settlement Period” shall
have the meaning set forth in Section 4(c)(ii).


 


“Successor Entity” shall have the
meaning set forth in Section 5(e).


 


“Trading Day” means a day on which
the principal Trading Market is open for trading.


 


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


 






    4


     


    

 


“Triggering Event” means any of
the following: (i) if the Merger, as defined in and contemplated by that certain Amended and Restated Agreement and Plan of
Merger by and among the Company, MICT Merger Subsidiary Inc., and GFH Intermediate Holdings Ltd., dated as of April [ ],
2020, is not consummated by [ ]1,
2020; (ii) if the Shareholder Approval (as such term is defined in the Purchase Agreement) shall not have been received by
June 30th; or (iii) the Charter Amendment shall not have been completed by June 30th.


  


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


 


Section 2. Interest.


 


a) Payment of Interest in
Cash or Kind. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal
amount of this Note at the rate of 1.0% per annum, payable, on each Conversion Date (as to that principal amount then being
converted), and on the Maturity Date (each such date, an “Interest Payment Date”) (if any Interest Payment
Date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day), in cash or, at the
Company’s option, in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock at the
Conversion Price (the dollar amount to be paid in shares, the “Interest Share Amount”) or a combination
thereof; provided, however, that payment in shares of Common Stock may only occur if (i) all of the Equity
Conditions have been met (unless waived by the Holder in writing) during the 20 Trading Days immediately prior to the
applicable Interest Payment Date (the “Interest Notice Period”) and through and including the date such
shares of Common Stock are actually issued to the Holder, (ii) the Company shall have given the Holder notice in accordance
with the notice requirements set forth below and (iii) as to such Interest Payment Date, prior to such Interest Notice Period
(but not more than five (5) Trading Days prior to the commencement of such Interest Notice Period), the Company shall have
delivered to the Holder’s account with The Depository Trust Company a number of shares of Common Stock to be applied
against such Interest Share Amount equal to the quotient of (x) the applicable Interest Share Amount divided by (y) the
Conversion Price (the “Interest Conversion Shares”).


 





 






		1	Enter date that is five weeks (35 days) from the date
of execution of the Merger Agreement.



 






    5


     


    

 


b) Company’s Election to
Pay Interest in Cash or Kind. Subject to the terms and conditions herein, the decision whether to pay interest hereunder in
cash, shares of Common Stock or a combination thereof shall be at the sole discretion of the Company. Prior to the commencement
of any Interest Notice Period, the Company shall deliver to the Holder a written notice of its election to pay interest hereunder
on the applicable Interest Payment Date either in cash, shares of Common Stock or a combination thereof and the Interest Share
Amount as to the applicable Interest Payment Date, provided that the Company may indicate in such notice that the election contained
in such notice shall apply to future Interest Payment Dates until revised by a subsequent notice. During any Interest Notice Period,
the Company’s election (whether specific to an Interest Payment Date or continuous) shall be irrevocable as to such Interest
Payment Date. Subject to the aforementioned conditions, failure to timely deliver such written notice to the Holder shall be deemed
an election by the Company to pay the interest on such Interest Payment Date in cash. The aggregate number of shares of Common
Stock otherwise issuable to the Holder on an Interest Payment Date shall be reduced by the number of Interest Conversion Shares
previously issued to the Holder in connection with such Interest Payment Date.


 


c) Interest Calculations. Interest
shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing
on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated
damages and other amounts which may become due hereunder, has been made. Payment of interest in shares of Common Stock (other than
the Interest Conversion Shares issued prior to an Interest Notice Period) shall otherwise occur pursuant to Section 4(c)(ii) herein
and, solely for purposes of the payment of interest in shares, the Interest Payment Date shall be deemed the Conversion Date. Interest
shall cease to accrue with respect to any principal amount converted, provided that, the Company actually delivers the Conversion
Shares within the time period required by Section 4(c)(ii) herein. Interest hereunder will be paid to the Person in whose name
this Note is registered on the records of the Company regarding registration and transfers of this Note (the “Note Register”).
Except as otherwise provided herein, if at any time the Company pays interest partially in cash and partially in shares of Common
Stock to the holders of the Notes, then such payment of cash shall be distributed ratably among the holders of the then-outstanding
Notes based on their (or their predecessor’s) initial purchases of Notes pursuant to the Purchase Agreement.


 






    6


     


    

 


d) Late Fee. All overdue
accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal to the lesser of 3% per
annum or the maximum rate permitted by applicable law (the “Late Fees”) which shall accrue daily from the
date such interest is due hereunder through and including the date of actual payment in full. Notwithstanding anything to the
contrary contained herein, if, on any Interest Payment Date the Company has elected to pay accrued interest in the form of
Common Stock but the Company is not permitted to pay accrued interest in Common Stock because it fails to satisfy the
conditions for payment in Common Stock set forth in Section 2(a) herein, then, at the option of the Holder, the Company, in
lieu of delivering either shares of Common Stock pursuant to this Section 2 or paying the regularly scheduled interest
payment in cash, shall deliver, within three (3) Trading Days of each applicable Interest Payment Date, an amount in cash
equal to the product of (x) the number of shares of Common Stock otherwise deliverable to the Holder in connection with the
payment of interest due on such Interest Payment Date multiplied by (y) the highest VWAP during the period commencing on the
Interest Payment Date and ending on the Trading Day prior to the date such payment is actually made. If any Interest
Conversion Shares are issued to the Holder in connection with an Interest Payment Date and are not applied against an
Interest Share Amount, then the Holder shall promptly return such excess shares to the Company.


 


e) Prepayment. The Company
may prepay any portion of the principal amount of this Note at any time without the prior written consent of the Holder.


 


Section 3. Registration of Transfers
and Exchanges.


 


a) Different Denominations.
This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested
by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.


 


b) Investment Representations.
This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement
and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities
laws and regulations.


 


c) Reliance on Note Register.
Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat the Person
in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein
provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected
by notice to the contrary.


 






    7


     


    

 


Section 4. Conversion.


 


a) Voluntary Conversion.
Upon the terms and subject to the limitations on conversion and the conditions hereinafter set forth, at any time after the
Company shall have received Shareholder Approval (as such term is defined in the Purchase Agreement) until this Note is no
longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the
Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) and Section
4(e) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is
attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal
amount of this Note to be converted and the date on which such conversion shall be effected (such date, the
“Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date
shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be
required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be
required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company
unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted, in
which case the Holder shall surrender this Note as promptly as is reasonably practicable after such conversion without
delaying the Company’s obligation to deliver the shares on the Share Delivery Date. Conversions hereunder shall have
the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The
Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s).
The Company may deliver an objection to any Notice of Conversion within three (3) Business Days of delivery of such Notice of
Conversion. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the
provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of
this Note may be less than the amount stated on the face hereof. 


 


b) Conversion Price. The conversion
price in effect on any Conversion Date shall be equal to $1.10, subject to adjustment herein (the “Conversion Price”).


 


c) Mechanics of Conversion.


 


i. Conversion Shares Issuable
Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder shall be determined
by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted by (y) the Conversion Price.


 






    8


     


    

 


ii. Delivery of Conversion
Shares Upon Conversion. Not later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days
comprising the Standard Settlement Period (as defined below) after each Conversion Date (the “Share Delivery
Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) the Conversion Shares which, on or
after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, shall be free of
restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement or
applicable federal and state securities laws) representing the number of Conversion Shares being acquired upon the conversion
of this Note (including, if the Company has given continuous notice pursuant to Section 2(b) for payment of interest in
shares of Common Stock at least 20 Trading Days prior to the date on which the Notice of Conversion is delivered to the
Company, shares of Common Stock representing the payment of accrued interest otherwise determined pursuant to Section 2(a)
but assuming that the Interest Notice Period is the 20 Trading Day period immediately prior to the date on which the Notice
of Conversion is delivered to the Company and excluding for such issuance the condition that the Company deliver Interest
Conversion Shares as to such interest payment prior to the commencement of the Interest Notice Period) and (B) a bank check
in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). On
or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, the Company
shall deliver any Conversion Shares required to be delivered by the Company under this Section 4(c) electronically through
the Depository Trust Company or another established clearing corporation performing similar functions. As used herein,
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days,
on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the
Notice of Conversion.


 


iii. Failure to Deliver Conversion
Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed by the applicable
Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before
its receipt of such Conversion Shares, to rescind such Conversion, in which event the Company shall promptly return to the Holder
any original Note delivered to the Company and the Holder shall promptly return to the Company the Conversion Shares issued to
such Holder pursuant to the rescinded Conversion Notice.


 






    9


     


    

 


iv. Obligation Absolute;
Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of
this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the
Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against
any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged
violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit
such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however,
that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder.
In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, the
Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has
been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to
Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the
Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this
Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of
the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the
absence of such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed
conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default
pursuant to Section 8 hereof for the Company’s failure to deliver Conversion Shares within the period specified herein
and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the
Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.


 


v. Compensation for Buy-In on
Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the Holder, if the
Company fails for any reason to deliver to the Holder such Conversion Shares by the Share Delivery Date pursuant to Section 4(c)(ii),
and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or
otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale
by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery
Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available
to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage
commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that
the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order
giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder,
either reissue (if surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which
case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been
issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases
Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Note with
respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase
obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay
the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect
of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver Conversion Shares upon conversion
of this Note as required pursuant to the terms hereof.


 




    10


     


    

 


vi. Shareholder Approval; Reservation
of Shares Issuable Upon Conversion. Notwithstanding the foregoing, this Note shall not be convertible until such time as (i)
Shareholder Approval has been received with respect to the issuance by the Company of the Conversion Shares and (ii) the Company
shall have amended its certificate of incorporation so as to authorize and reserve for issuance a sufficient number of shares of
Common Stock such that all of the Conversion Shares that are issuable pursuant to the conversion of this Note may be issued (the
“Charter Amendment”). The Board of Directors shall use its reasonable best efforts to complete the Charter Amendment
as soon as possible, and to obtain Shareholder Approval in connection therewith, and in any event within 180 days of the issuance
of this Note. Following receipt of Shareholder Approval and the completion of the Charter Amendment, the Company covenants that
it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose
of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights
or any other actual contingent Purchase Rights of Persons other than the Holder (and the other holders of the Notes), not less
than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase
Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding
principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall
be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement
is then effective under the Securities Act, shall be registered for public resale in accordance with such Registration Statement
(subject to such Holder’s compliance with its obligations under the Purchase Agreement).


 


vii. Fractional Shares. No
fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction
of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either
pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price
or round up to the next whole share.


 


viii. Transfer Taxes and
Expenses. The issuance of Conversion Shares on conversion of this Note shall be made without charge to the Holder hereof
for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares,
provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the
issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holder of this Note so
converted and the Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or
Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to
the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for
same-day processing of any Notice of Conversion and all fees to the Depository Trust Company (or another established clearing
corporation performing similar functions) required for same-day electronic delivery of the Conversion Shares.


 






    11


     


    

 


d) Holder’s Conversion
Limitations. The Company shall not effect any conversion of this Note, and a Holder shall not have the right to convert
any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of
Conversion, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with
the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)) would
beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing
sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties
shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such
determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of
the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates or
Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the
Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without
limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates or Attribution Parties.  Except
as set forth in the preceding sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that
the limitation contained in this Section 4(d) applies, the determination of whether this Note is convertible (in relation to
other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which principal amount of
this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be
deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by
the Holder together with any Affiliates or Attribution Parties) and which principal amount of this Note is convertible, in
each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be
deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not
violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the
accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of
this Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of
outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent
periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the
Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number
of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Company shall within one
Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any
case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of
outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of
the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable upon conversion of this Note held by the Holder. The Beneficial Ownership Limitation provisions of this
paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section
4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial
Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to
such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.


 


e) Issuance Limitations. Notwithstanding
anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the Company may not issue, upon conversion
of this Note, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the
Original Issue Date and prior to such Conversion Date in connection with the conversion of any Notes issued pursuant to the Purchase
Agreement, would exceed _______2
shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number
of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal
to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original
principal amount of all Notes issued on the Original Issue Date to all Holders.





 


 









		2	19.99% of the number of shares of Common Stock outstanding
on the Trading Day immediately preceding the date of the Purchase Agreement.



 






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Section 5. Certain Adjustments.


 


a) Stock Dividends and Stock
Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a
Distribution or Distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents
(which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or
payment of interest on, the Notes), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii)
combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or
(iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company,
then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common
Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator
shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this
Section shall become effective immediately after the record date for the determination of stockholders entitled to receive
such dividend or Distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.


 


b) [Intentionally Omitted] 


 


c) Subsequent Rights Offerings.
In addition to any adjustments pursuant to Section 5(a) above, if at any time Company grants, issues or sells any Common Stock
Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of
shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the
number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on exercise
hereof, including without limitation, the Beneficial Ownership Limitation) 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 shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the
extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial
ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent
shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Beneficial Ownership Limitation).


 






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d) Pro Rata
Distributions. During such time as this Note is outstanding, if the Company shall declare or make any dividend whether or
not permitted, or makes any other distribution of its assets (or rights to acquire its assets) to holders of shares of Common
Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other
securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of
arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Note,
then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder
would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise
of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership
Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution
(provided, however, to the extent that the Holder’s right to participate in any such Distribution
would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to
participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of
such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the
Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).


 


e) Fundamental
Transaction. If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more
related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or
substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer,
tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common
Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by
the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related
transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or
property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or 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 shares of
Common Stock (not including any shares of Common Stock 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 stock or share purchase agreement or other business
combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Note, the
Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion
immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 4(d) and
Section 4(e) on the conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate
Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of
Common Stock for which this Note is convertible immediately prior to such Fundamental Transaction (without regard to any
limitation in Section 4(d) and Section 4(e) on the conversion of this Note). For purposes of any such conversion, the
determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and
the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the
relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same
choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction.
The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the
“Successor Entity”) to assume in writing all of the obligations of the Company under this Note and the
other Transaction Documents (as defined in the Purchase Agreement) in accordance with the provisions of this Section 5(e)
pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder
(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note,
deliver to the Holder in exchange for this Note a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Note which is convertible for a corresponding number of shares of capital
stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon
conversion of this Note (without regard to any limitations on the conversion of this Note) prior to such Fundamental
Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but
taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value
of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of
protecting the economic value of this Note immediately prior to the consummation of such Fundamental Transaction), and which
is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the
Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction,
the provisions of this Note and the other Transaction Documents referring to the “Company” shall refer instead to
the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the
Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named
as the Company herein.


 






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f) Calculations. All calculations
under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this
Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the
number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.


 


g) Notice to the Holder.


 


i. Adjustment to Conversion Price.
Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each
Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring
such adjustment.


 


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


 




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Section 6. Optional Redemption at the
Election by Holder. Subject to the provisions of this Section 6, at any time while this Note is outstanding, in the event of
a Triggering Event, the Holder shall have the right to require the Company to redeem, in cash, the then outstanding principal amount
of this Note, plus all accrued and unpaid interest thereon (the “Optional Redemption Proceeds” and any such
redemption, an "Optional Redemption"). Not less than two (2) Business Days following a Triggering Event, the Company
shall deliver to each Holder of the Notes a written notice of such Triggering Event ("Triggering Event Notice").
The Triggering Event Notice shall state (i) the Triggering Event and (ii) the amount of the Optional Redemption Proceeds. Within
seven (7) Business Days following the delivery of the Triggering Event Notice, each Holder shall notify the Company in writing
whether it wishes to immediately exercise its right to require an Optional Redemption ("Optional Redemption Exercise Notice").
If no Optional Redemption Exercise Notice is delivered to the Company within such seven (7) Business Day period, the Holder shall
be deemed to not have elected to receive the Optional Redemption and shall no longer be permitted to effect an Optional Redemption
pursuant to the specific facts and circumstances giving rise to that specific Triggering Event (but, for the avoidance of doubt,
without prejudice to the Holder’s rights to effect an Optional Redemption with respect to the same Triggering Event but arising
out of a different set of facts and circumstances or with respect to any other Triggering Event). In the event of a valid Optional
Redemption Notice, the Company shall effect the Optional Redemption and shall pay the Holder the Optional Redemption Proceeds within
three (3) Business Days following delivery to the Company of the Optional Redemption Exercise Notice. The Company's payment of
the Optional Redemption Proceeds shall be paid to each Holder participating pursuant to this Section 6 in accordance with the Holder's
Optional Redemption Exercise Notice. The Company's payment of the Optional Redemption Proceeds shall be applied ratably to all
of the Holders holding then outstanding Notes which exercise the right to require an Optional Redemption on the basis of their
(or their predecessor's) initial purchases of Notes pursuant to the Purchase Agreement.


 


Section 7. Negative Covenants. As
long as any portion of this Note remains outstanding, unless the holders of at least the then outstanding Notes shall have otherwise
given prior written consent, the Company shall not, and shall not permit any of the Subsidiaries to, directly or indirectly:


 


a) amend its charter documents, including,
without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights
of the Holder;


 


b) repay, repurchase or offer to repay,
repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock or Common Stock Equivalents
other than as to (i) the Conversion Shares as permitted or required under the Transaction Documents and (ii) repurchases of Common
Stock or Common Stock Equivalents of departing officers and directors of the Company, provided that such repurchases shall not
exceed an aggregate of $100,000 for all officers and directors during the term of this Note;


 


c) repay, repurchase or offer to repay,
repurchase or otherwise acquire any Indebtedness, other than (i) the Notes if on a pro-rata basis or (ii) any other Indebtedness
in effect as of the Original Issue Date;


 






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d) pay cash dividends or Distributions
on any equity securities of the Company;


 


e) enter into any transaction with
any Affiliate of the Company which would be required to be disclosed in any public filing with the Commission, unless such transaction
is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Company (even
if less than a quorum otherwise required for board approval); or


 


f) enter into any agreement with respect
to any of the foregoing.


 


Section 8. Events of Default.


 


a) “Event of Default”
means, wherever used herein, any of the following events (whatever the reason for such event and whether such event shall be voluntary
or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or
regulation of any administrative or governmental body):


 


i. any default in the payment of
(A) the principal amount of any Note or (B) interest, liquidated damages and other amounts owing to a Holder on any Note, as and
when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise)
which default, solely in the case of an interest payment or other default under clause (B) above, is not cured within 3 Trading
Days;


 


ii. the Company shall fail to observe
or perform, in any material respect, any other covenant or agreement contained in the Notes (other than a breach by the Company
of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (xi) below)
or in any Transaction Document, which failure is not cured, if possible to cure, within the earlier to occur of (A) 5 Trading Days
after notice of such failure sent by the Holder or by any other Holder to the Company and (B) 10 Trading Days after the Company
has become or should have become aware of such failure;


 


iii. a default or event of default
(subject to any grace or cure period provided in the applicable agreement, document or instrument) shall occur under (A) any of
the Transaction Documents or (B) any other material agreement, lease, document or instrument to which the Company or any Subsidiary
is obligated (and not covered by clause (vi) below), which, in the case of subsection (B), would reasonably be expected to have
a Material Adverse Effect;


 


iv. any representation or
warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto or any other
report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect
in any material respect as of the date when made or deemed made;


 






    17


     


    

 


v. the Company shall be subject
to a Bankruptcy Event;


 


vi. the Company shall default on
any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other
instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money
or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $150,000, whether
such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due
and payable prior to the date on which it would otherwise become due and payable;


 


vii. the Common Stock shall not
be eligible for listing or quotation for trading on a Trading Market and shall not be eligible to resume listing or quotation for
trading thereon within five Trading Days;


 


viii. the Registration Statement
(as defined in the Purchase Agreement) shall not have been declared effective by the Commission on or prior to the 180th
calendar day after the Closing Date or the Company does not meet the current public information requirements under Rule 144 in
respect of the registrable securities;


 


ix. if, during the period of effectiveness
of a Registration Statement, either (a) the effectiveness of the Registration Statement lapses for any reason or (b) the Holder
shall not be permitted to resell registrable securities under the Registration Statement for a period of more than 20 consecutive
Trading Days during any 12 month period; provided, however, that if the Company is negotiating a merger, consolidation,
acquisition or sale of all or substantially all of its assets or a similar transaction and, in the written opinion of counsel to
the Company, the Registration Statement would be required to be amended to include information concerning such pending transaction(s)
or the parties thereto which information is not available or may not be publicly disclosed at the time, the Company shall be permitted
an additional 10 consecutive Trading Days during any 12 month period pursuant to this Section 8(a)(ix);


 


x. the Company shall fail for any
reason to deliver Conversion Shares to a Holder prior to the fifth Trading Day after a Conversion Date pursuant to Section 4(c)
or the Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company’s
intention to not honor requests for conversions of any Notes in accordance with the terms hereof;


 


xi. [RESERVED];


 


xii. the electronic transfer by
the Company of shares of Common Stock through the Depository Trust Company or another established clearing corporation is no longer
available or is subject to a “chill”;


 


xiii. [RESERVED];


 


xiv. [RESERVED];


 






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xv. any monetary judgment, writ
or similar final process shall be entered or filed against the Company or its property or other assets for more than $250,000,
and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 45 calendar days;
or


 


xvi. a knowingly false or inaccurate
certification (including a false or inaccurate deemed certification) by the Company that the Equity Conditions are satisfied.


 


b) Remedies Upon Event of Default.
If any Event of Default occurs, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages
and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately
due and payable in cash at the Mandatory Default Amount. Commencing 5 days after the occurrence of any Event of Default that results
in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an interest rate equal to the lesser
of 5% per annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the
Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein,
the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the
Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and
all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time
prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder
receives full payment pursuant to this Section 8(b). No such rescission or annulment shall affect any subsequent Event of Default
or impair any right consequent thereon.


 


Section 9. Miscellaneous.


 


a) Notices. Any and all
notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any
Notice of Conversion, shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a
nationally recognized overnight courier service, addressed to the Company, at the address set forth above, or such other
facsimile number, email address, or address as the Company may specify for such purposes by notice to the Holder delivered in
accordance with this Section 9(a).  Any and all notices or other communications or deliveries to be provided by the
Company hereunder shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally
recognized overnight courier service addressed to each Holder at the facsimile number, email address or address of the Holder
appearing on the books of the Company, or if no such facsimile number or email attachment or address appears on the books of
the Company, at the principal place of business of such Holder, as set forth in the Purchase Agreement.  Any notice or
other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the
email address set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on any date, (ii) the
next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile
number or email attachment to the email address set forth on the signature pages attached hereto on a day that is not a
Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date
of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom
such notice is required to be given.


 






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b) Absolute Obligation. Except
as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time, place,
and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company. This Note ranks
pari passu with all other Notes now or hereafter issued under the terms set forth herein.


 


c) Lost or Mutilated Note.
If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution
for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note
for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss,
theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.


 


d) Governing Law. All
questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and
construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense
of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its
respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal
courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto
hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the
enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York
Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it
under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by
applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated
hereby. If any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party
in such action or proceeding shall be reimbursed by the other party for its attorneys fees and other costs and expenses
incurred in the investigation, preparation and prosecution of such action or proceeding.


 






    20


     


    

 


e) Waiver. Any waiver by the
Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist
upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party
of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any
waiver by the Company or the Holder must be in writing.


 


f) Severability. If any provision
of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable
to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found
that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate
of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.
The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive
the Company from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and the Company (to the
extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not,
by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and
permit the execution of every such as though no such law has been enacted.


 


g) Remedies, Characterizations,
Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to
all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree
of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual
and consequential damages for any failure by the Company to comply with the terms of this Note.  The Company covenants to
the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts
set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts
to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company
(or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable
harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the
event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an
injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without
any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested
by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note.


 






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h) Next Business Day. Whenever
any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day.


 


i) Headings. The headings contained
herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions
hereof.


 


Section 10. Disclosure. Upon receipt
or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company has in good faith determined
that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries,
the Company shall within two (2) Business Days after such receipt or delivery publicly disclose such material, nonpublic information
on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, non-public
information relating to the Company or its Subsidiaries, the Company so shall indicate to the Holder contemporaneously with delivery
of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to
such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.


 


*********************


 


(Signature Page Follows)


 




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IN WITNESS WHEREOF, the Company has caused
this Note to be duly executed by a duly authorized officer as of the date first above indicated.


 





	 	____________
	 	 
	 	By:	 
	 	 	Name: Darren Mercer
	 	 	Title: President and Chief Executive Officer
	 	 	 
	 	
        Facsimile No. for delivery of Notices:__________



 



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ANNEX A


 


NOTICE OF CONVERSION


 


The undersigned hereby elects to convert
principal under the Convertible Note due _____, 2022 of MICT, Inc., a Delaware corporation (the “Company”),
into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the
date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably
requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer
taxes, if any.


 


By the delivery of this Notice of Conversion
the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified
under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.


 


The undersigned agrees to comply with the
prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of
Common Stock.


 


Conversion calculations:


 


	
         
	Date to Effect Conversion:
	 	 
	 	Principal Amount of Note to be Converted:
	 	 
	 	Payment of Interest in Common Stock __ yes  __ no
	 	If yes, $_____ of Interest Accrued on Account of Conversion at Issue.
	 	 
	 	Number of shares of Common Stock to be issued:
	 	 
	 	Signature:
	 	 
	 	Name:
	 	 
	 	Address for Delivery of Common Stock Certificates:
	 	 
	 	Or
	 	 
	 	DWAC Instructions:
	 	 
	 	Broker No: ______________
	 	Account No: ______________





 



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Schedule 1


 


CONVERSION SCHEDULE


 


The Convertible Notes due on _____, 2022 in the aggregate principal
amount of $____________ are issued by MICT, Inc., a Delaware corporation. This Conversion Schedule reflects conversions made under
Section 4 of the above referenced Note.


 


Dated:


 


	
         

        Date of Conversion

        (or for first entry, Original Issue Date)
	 	Amount of Conversion	 	Aggregate Principal Amount 

Remaining Subsequent to Conversion

(or original Principal Amount)	 	Company Attest
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


 


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