Exhibit 4.2


 











WARRANT AGENT AGREEMENT


 


This Warrant Agent Agreement (this
“Warrant Agreement”), dated as of [            ], 2022 (the “Issuance Date”) between T20 Holdings Ltd.,
a public company limited by shares incorporated under the laws of Singapore (the “Company”), and VStock Transfer,
LLC (the “Warrant Agent”).


 


WHEREAS, pursuant to the terms of
that certain Underwriting Agreement (“Underwriting Agreement”), dated [            ], 2022, by and among the Company and
EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters set forth on Schedule 1 thereto,
the Company is engaged in a public offering (the “Offering”) of up to [            ] Units, each unit consisting of one
Ordinary Share (the “Shares”) of the Company and one warrant (the “Warrants”) to purchase
one Ordinary Share (such Ordinary Shares underlying the Warrants, the “Warrant Shares”);


 


WHEREAS, the Company has filed with
the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-1 (File No. 333-266102)
(as the same may be amended from time to time, the “Registration Statement”), for the registration under the
Securities Act of 1933, as amended (the “Securities Act”), of the Shares, the Warrants, and Warrant Shares,
and such Registration Statement was declared effective on [            ], 2022;


 


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


 


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


 


WHEREAS, all acts and things have
been done and performed which are necessary to make the Warrants the valid, binding, and legal obligations of the Company, and
to authorize the execution and delivery of this Warrant Agreement.


 


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


 


1.           Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions
set forth in this Warrant Agreement (and no implied terms or conditions).


 


		2.	Warrants.



 


		2.1.	Form of Warrants.



 


(a)          The
Warrants, together with the form of election to purchase Ordinary Shares (the “Exercise Notice”) and the form
of assignment to be printed on the reverse thereof shall be substantially in the form of Annex A hereto. The Warrants shall
be registered securities and shall be evidenced by a global certificate (“Global Certificate”) in the form of
Annex A to this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository
Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee of DTC. If DTC subsequently ceases
to make its book- entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making
other arrangements for book-entry settlement.


 


(b)       In
the event that any Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form,
then the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation,
the Global Certificate, and the Company shall instruct the Warrant Agent to deliver to each “Holder” (as defined below),
separate certificates evidencing the Warrants (“Definitive Certificates,” and together with the Global Certificate,
the “Warrant Certificates”) in the form of Annex A to this Warrant Certificate. The Warrants represented by
the Global Certificate are referred to as “Global Warrants.”


 




    	 	 	 



    


    

 





		2.2.	Issuance and Registration of Warrants.



 


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


 


2.2.2.       Issuance
of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificate and deliver the
Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the
Company. Ownership of security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected
through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”).


 


2.2.4.       Beneficial
Owner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”)
as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Warrant Agent, or any agent of the Company or the Warrant Agent from giving effect to any written certification,
proxy, or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any
Warrant. The rights of beneficial owners in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or a
Participant through the DTC system, except to the extent set forth herein or in the Global Certificate.


 


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


 


2.2.6.       Registration
of Transfer. At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be registered
and any Warrant Certificate or Warrant Certificates may be split up, combined, or exchanged for another Warrant Certificate or
Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any
Holder desiring to register the transfer of Warrants or to split up, combine, or exchange any Warrant Certificate shall make such
request in writing delivered to the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant
Certificates evidencing the Warrants the transfer of which is to be registered or that is or are to be split up, combined, or exchanged
and, in the case of registration of transfer, shall provide a signature guarantee. Thereupon, the Warrant Agent shall countersign
and deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested.
The Warrant Agent may require reasonable and customary payment, by the Holder requesting a registration of transfer of Warrants
or a split-up, combination, or exchange of a Warrant Certificate (but, for purposes of clarity, not upon the exercise of the Warrants
and issuance of Warrant Shares to the Holder), of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with such registration of transfer, split-up, combination, or exchange, together with reimbursement to the Warrant
Agent of all reasonable expenses incidental thereto.


 


2.2.7.       Loss,
Theft, and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory
to them of the loss, theft, destruction, or mutilation of a Warrant Certificate, and, in case of loss, theft, or destruction, of
indemnity or security in customary form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable expenses
incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant
Agent shall, on behalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder in lieu of
the Warrant Certificate so lost, stolen, destroyed, or mutilated. The Warrant Agent may charge the Holder an administrative fee
for processing the replacement of lost Warrant Certificates, which shall be charged only once in instances where a single surety
bond obtained covers multiple certificates. The Warrant Agent may receive compensation from the surety companies or surety agents
for administrative services provided to them.


 




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2.2.8.       Proxies.
The Holder of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial holders
that may own interests through the Participants, to take any action that a Holder is entitled to take under this Agreement or the
Warrants; provided, however, that at all times that the Warrants are evidenced by a Global Certificate, exercise
of those Warrants shall be effected on their behalf by Participants through DTC in accordance the procedures administered by DTC.


 


2.2.9.       Warrant
Certificate Request. A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below)
pursuant to a Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the
exchange of some or all of such Holder’s Global Warrants for a Definitive Certificate evidencing the same number of Warrants,
which request shall be in the form attached hereto as Annex E (a “Warrant Certificate Request Notice”
and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice
Date” and the deemed surrender upon delivery by the Holder of a number of Global Warrants for the same number of Warrants
evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect the Warrant
Exchange and shall promptly issue and deliver to the Holder a Definitive Certificate for such number of Warrants in the name set
forth in the Warrant Certificate Request Notice. Such Definitive Certificate shall be dated the original issue date of the Warrants,
shall be executed via facsimile signature by the Warrant Agent, shall be in the form attached hereto as Annex C, and shall
be reasonably acceptable in all respects to such Holder. In connection with a Warrant Exchange, the Company agrees to deliver,
or to direct the Warrant Agent to deliver, the Definitive Certificate to the Holder within three (3) Trading Days of the Warrant
Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate
Delivery Date”). If the Company fails for any reason to deliver to the Holder the Definitive Certificate subject to the
Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated
damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as
defined in the Warrants) of the Ordinary Shares on the Warrant Certificate Request Notice Date), $10 per Trading Day for each Trading
Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant
Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the
Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding
anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms
and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Agreement. For purposes of clarity,
if there is a conflict between the express terms of this Warrant Agreement and a Definitive Certificate in for the form of Annex
C hereto with respect to the terms of the Warrants, the terms of the Definitive Certificate shall govern and control.


 


		3.	Terms and Exercise of Warrants.



 


3.1.       Exercise
Price. Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant
Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $[            ] per whole share, subject
to the subsequent adjustments provided in Section 4 hereof. The term “Exercise Price” as used in this Warrant
Agreement refers to the price per share at which Ordinary Shares may be purchased at the time a Warrant is exercised.


 


3.2.       Duration
of Warrants. Warrants may be exercised only during the period (“Exercise Period”) commencing on [            ], 2022
and terminating at 5:00 P.M., Eastern Standard Time (the “close of business”) on the fifth (5th)
anniversary of the Issuance Date, [            ], 2027 (“Expiration Date”). Each Warrant not exercised on or before the
Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall
cease at the close of business on the Expiration Date.


 




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		3.3.	Exercise of Warrants.



 


3.3.1.       Exercise
and Payment.


 


(a) Subject to the provisions of this Warrant
Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by delivering
to the Warrant Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Exercise Period an election
to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Annex B to this Warrant
Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”).
No later than one (1) Trading Day following delivery of an Election to Purchase, the Holder (or a Participant acting on behalf
of a Holder in accordance with DTC procedures) shall: (i) (A) surrender the Warrant Certificate evidencing the Warrants to the
Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Agent at DTC designated
for such purpose in writing by the Warrant Agent to DTC from time to time, and (ii) unless the cashless exercise procedure specified
in Section 3.3.7(b) below is permitted and specified in the applicable Notice of Exercise, deliver to the Company the Exercise
Price for each Warrant to be exercised, in lawful money of the United States of America by certified or official bank check payable
to the Company or bank wire transfer in immediately available funds to:


 


[WIRE/PAYMENT INFORMATION FOR COMPANY]


 


Notwithstanding any other provision in this Warrant
Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through
DTC (or another established clearing corporation performing similar functions), shall effect exercises by delivering to DTC (or
such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to
effect exercise that are required by DTC (or such other clearing corporation, as applicable). The Company acknowledges that the
bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name
and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its
benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits
or Exercise Price.


 


No ink-original Election to Purchase shall be
required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Election to Purchase form be required.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender the Warrants to the Warrant
Agent until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full,
in which case, the Holder shall surrender such Warrant to the Warrant Agent for cancellation within three (3) Trading Days of the
date the final Election to Purchase is delivered to the Warrant Agent. Partial exercises of a Warrant resulting in purchases of
a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of
Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the
Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Holder
and any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following
the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any
given time may be less than the amount stated on the face thereof.


 


Any person so designated by the Holder (or a
Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder
of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered
to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced
in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If
the Holder (or Participant on behalf of the Holder) fails to make delivery of such deliverables on or prior to the Trading Day
following delivery of the Election to Purchase, such Election to Purchase shall be void ab initio.


 


(b)       If
any of (i) the Warrants, (ii) the Election to Purchase, or (iii) the Exercise Price therefor, is received by the Warrant Agent
on any date after 5:00 P.M., Eastern Standard Time, or on a date that is not a Trading Day, the Warrants with respect thereto will
be deemed to have been received and exercised on the Trading Day next succeeding such date. “Business day” means
a day other than a Saturday or Sunday on which commercial Banks in New York City are open for the general conduct of banking business.
The “Exercise Date” will be the date on which the materials in the foregoing sentence are received by the Warrant
Agent (if by 5:00 P.M., New York City time), or the following Trading Day (if after 5:00 P.M., New York City time), regardless
of any earlier date written on the materials. If the Warrants are received or deemed to be received after the Expiration Date,
the exercise thereof will be null and void and any funds delivered to the Company will be returned to the Holder or Participant,
as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect
of an exercise or attempted exercise of Warrants.


 




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(c)       The
Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company
maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall promptly
advise the Company via email of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic
advice to the Company in writing.


 


(d)       If
less than all the Warrants evidenced by a surrendered Warrant Certificate are exercised, the Warrant Agent shall split up the surrendered
Warrant Certificate and return to the Holder a Warrant Certificate evidencing the Warrants that were not exercised.


 


 3.3.2.           Issuance of Warrant Shares.




 


(a)       The
Warrant Agent shall, no later than the Trading Day following the Exercise Date of any Warrant, advise the Company in respect of
(i) the number of Warrant Shares indicated on the Election to Purchase as issuable upon such exercise with respect to such exercised
Warrants, (ii) the instructions of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to
the delivery of the Warrant Shares and the number of Warrants that remain outstanding after such exercise, (iii) the amount of
funds for which the exercise of such Warrant is received, and (iv) such other information as the Company shall reasonably request.
The Company shall deliver any objection to any Election to Purchase within one (1) business day of receipt of such notice.


 


(b)       The
Warrant Agent shall cause, by no later than 5:00 P.M., Eastern Standard Time, on the third Trading Day following the delivery of
the Election to Purchase (provided the payment of the Exercise Price has been submitted as required by Section 4.3.1) (such date
and time, the “Delivery Time”), to electronically transmit the Warrant Shares issuable upon that exercise to
DTC by crediting the account of DTC or of the Participant, as the case may be, through its Deposit/Withdrawal at Custodian (DWAC)
system. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains
outstanding and exercisable.


 


3.3.3.       Valid
Issuance. All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreement
shall be validly issued, fully paid and non-assessable.


 


3.3.4.       No
Fractional Exercise. No fractional Warrant Shares will be issued upon the exercise of the Warrant. If, by reason of any adjustment
made pursuant to Section 4, a Holder would be entitled, upon the exercise of such Warrant, to receive a fractional interest in
a share, the Company shall, upon such exercise, round up or down, as applicable, to the nearest whole number the number of Warrant
Shares to be issued to such Holder.


 


3.3.5.       No
Transfer Taxes. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other
incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that in the event Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by an assignment form duly executed by the Holder and the Company may require, as
a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall
not be required to issue or deliver any certificate for Ordinary Shares upon the exercise of any Warrants until any such tax or
governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate
at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental
charge is due. Additionally, the Company may require payment from the Holder of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any split up, combination, or exchange of Warrants. The Company shall pay all Transfer
Agent fees required for same-day processing of any Election to Purchase and all fees to the Depository Trust Company (or another
established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.


 




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3.3.6.       Date
of Issuance. The Company will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the Exercise Date,
except that, if the Exercise Date is a date when the stock transfer books of the Company are closed, such person shall be deemed
to have become the holder of such shares at the open of business on the next succeeding date on which the stock transfer books
are open.


 


3.3.7.       Restrictive
Legend Events.


 


(a) The Company shall use it reasonable best
efforts to maintain the effectiveness of the Registration Statement and the current status of the prospectus included therein or
to file and maintain the effectiveness of another registration statement or to file a registration statement and another current
prospectus covering the Warrants and the Warrant Shares at any time that the Warrants are exercisable. The Company shall provide
to the Warrant Agent and each Holder prompt written notice of any time that the Company is unable to deliver the Warrant Shares
via DTC transfer or otherwise without restrictive legend because (i) the Commission has issued a stop order with respect to the
Registration Statement, (ii) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement,
either temporarily or permanently, (iii) the Company has suspended or withdrawn the effectiveness of the Registration Statement,
either temporarily or permanently, (iv) the prospectus contained in the Registration Statement is not available for the issuance
of the Warrant Shares to the Holder, or (v) otherwise (each a “Restrictive Legend Event”). To the extent that
the Warrants cannot be exercised as a result of a Restrictive Legend Event or a Restrictive Legend Event occurs after a Holder
has exercised Warrants in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company
shall, at the election of the Holder, which shall be given within five (5) days of receipt of such notice of the Restrictive Legend
Event, either (A) rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by
registered holder for such shares upon such rescission, or (B) treat the attempted exercise as a cashless exercise as described
in paragraph (b) below and refund the cash portion of the exercise price to the Holder. Notwithstanding anything herein to the
contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder in lieu of delivery
of the Warrant Shares.


 


(b)       If
a Restrictive Legend Event has occurred, the Warrant shall only be exercisable on a cashless basis. Upon a “cashless exercise”,
the Holder shall be entitled to receive the number of Warrant Shares equal to the quotient obtained by dividing (A-B) (X) by (A),
where:


 





	 	(A)	=	the last VWAP immediately preceding the date of exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Election to Purchase (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation);
	 	(B)	=	the Exercise Price of the Warrant, as adjusted as set forth herein; and
	 	(X)	=	the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.







 





If the Warrant Shares are issued in such a
cashless exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Warrant
Shares shall take on the registered characteristics of the Warrants being exercised and the Company agrees not to take any position
contrary thereto. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy
of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise.
The Company shall calculate and transmit to the Warrant Agent in a written notice, and the Warrant Agent shall have no duty, responsibility,
or obligation under this Section to calculate, the number of Warrant Shares issuable in connection with any cashless exercise.
The Warrant Agent shall be entitled to rely conclusively on any such written notice provided by the Company, and the Warrant Agent
shall not be liable for any action taken, suffered, or omitted to be taken by it in accordance with such written instructions or
pursuant to this Warrant Agreement.


 


3.3.8.       Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares
issuable in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares that are
not disputed.


 




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3.3.9.       [Reserved.]


 


3.3.10.       Beneficial
Ownership Limitation. The Company shall not affect any exercise of a Warrant, and a Holder shall not have the right to exercise
any portion of a Warrant, pursuant to this Section 3 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Election to Purchase, 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 Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties
shall include the number of Ordinary Shares issuable upon exercise of such Warrant with respect to which such determination is
being made, but shall exclude the number of Ordinary Shares which would be issuable upon (i) exercise of the remaining, non-exercised
portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion
of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other Ordinary
Shares Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein 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 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder
that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules
required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.10 applies, the determination
of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of
a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to
other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is
exercisable, in each case subject to the Beneficial Ownership Limitation, 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 3.3.10, in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding
Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the
case may be, (B) a more recent public announcement by the Company, or (C) a more recent written notice by the Company or the Transfer
Agent setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall
within two Trading Days confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding. In any case,
the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of
the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number
of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon
election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Ordinary Shares outstanding immediately after
giving effect to the issuance of Ordinary Shares issuable upon exercise of a Warrant. The Holder, upon notice to the Company, may
increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.10, provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance
of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.10 shall continue to
apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice
is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in
strict conformity with the terms of this Section 3.3.10 to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary
or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor
holder of this Warrant.


 


		4.	Adjustments.



 


4.1.       Adjustment
upon Subdivisions or Combinations. If the Company at any time after the Issuance Date subdivides (by any stock split, stock
dividend, recapitalization, reorganization, scheme, arrangement, or otherwise) its outstanding Ordinary Shares into a greater number
of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of
Warrant Shares will be proportionately increased. If the Company at any time after the Issuance Date combines (by any stock split,
stock dividend, recapitalization, reorganization, scheme, arrangement, or otherwise) its outstanding Ordinary Shares into a smaller
number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the
number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 4.1 shall become effective at the
close of business on the date the subdivision or combination becomes effective. The Company shall promptly notify the Warrant Agent
of any such adjustment and give specific instructions to the Warrant Agent with respect to any adjustments to the warrant register.


 




    	 	7	 



    


    

 








4.2.       Adjustment
for Other Distributions. In the event the Company shall fix a record date for the making of a dividend or distribution to all
holders of Ordinary Shares of any evidences of indebtedness or assets or subscription rights, options, or warrants (excluding those
referred to in Section 4.1 or other dividends paid out of retained earnings), then in each such case the Holder will, upon the
exercise of Warrants, be entitled to receive, in addition to the number of Warrant Shares issuable thereupon, and without payment
of any additional consideration therefor, the amount of such dividend or distribution, as applicable, which such Holder would have
held on the date of such exercise had such Holder been the holder of record of such Warrant Shares as of the date on which holders
of Ordinary Shares became entitled to receive such dividend or distribution. Such adjustment shall be made whenever any such distribution
is made and shall become effective immediately after the record date mentioned above.


 


4.3.       Reclassification,
Consolidation, Purchase, Combination, Sale, or Conveyance. If, at any time while the Warrants are outstanding, (a) the Company,
directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another
person, (b) 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, (c) 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 Ordinary Shares
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 Ordinary Shares (not including any Ordinary Shares held by the other person or other persons
making or party to, or associated or affiliated with the other persons making, such purchase offer, tender offer, or exchange offer),
(d) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization, or recapitalization
of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or
exchanged for other securities, cash, or property, or (e) 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 Ordinary Shares (not including any Ordinary Shares held by the other person or other persons making or party to, or
associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination)
(each a “Fundamental Transaction”), then, upon any subsequent exercise of a Warrant, each Holder shall have
the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence
of such Fundamental Transaction, the same amount and kind of securities, cash, or property, if any, 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 Ordinary Shares for which each Warrant is exercisable
immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall
be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect
of one Ordinary Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Ordinary Shares 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 that such Holder receives upon any exercise of each
Warrant 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”) and for which stockholders received any equity securities
of the Successor Entity and for which stockholders received any equity securities of the Successor Entity, to assume in writing
all of the obligations of the Company under this Warrant Agreement in accordance with the provisions of this Section 4.3 pursuant
to written agreements and shall, upon the written request of such Holder, deliver to such Holder in exchange for the applicable
Warrants created by this Warrant Agreement a security of the Successor Entity evidenced by a written instrument substantially similar
in form and substance to the Warrants which are exercisable for a corresponding number of shares of capital stock of such Successor
Entity (or its parent entity), if any, plus any Alternate Consideration, receivable as a result of such Fundamental Transaction
by a holder of the number of Ordinary Shares for which the Warrants are exercisable immediately prior to such Fundamental Transaction,
and with an exercise price which applies the Exercise Price hereunder to such shares of capital stock, if any, plus any Alternate
Consideration (but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction and the
value of such shares of capital stock plus Alternative consideration after that Fundamental Transaction for the purpose of protecting
the economic value of such Warrant immediately prior to the consummation of such Fundamental Transaction). 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 Warrant Agreement and the Warrants referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant Agreement and the Warrants with the same effect as if such Successor Entity had been
named as the Company herein and therein. The Company shall instruct the Warrant Agent in writing to mail by first class mail, postage
prepaid, to each Holder, written notice of the execution of any such amendment, supplement, or agreement with the Successor Entity.
Any supplemented or amended agreement entered into by the successor corporation or transferee shall provide for adjustments, which
shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4.3. The Warrant Agent shall
have no duty, responsibility, or obligation to determine the correctness of any provisions contained in such agreement or such
notice, including but not limited to any provisions relating either to the kind or amount of securities or other property receivable
upon exercise of warrants or with respect to the method employed and provided therein for any adjustments, and shall be entitled
to rely conclusively for all purposes upon the provisions contained in any such agreement. The provisions of this Section 4.3 shall
similarly apply to successive reclassifications, changes, consolidations, mergers, sales, and conveyances of the kind described
above.


 





4.4.       Other Events. If any
event occurs of the type contemplated by the provisions of Section 4.1 or 4.2 but not expressly provided for by such provisions (including,
without limitation, the granting of stock appreciation rights, Adjustment Rights, phantom stock rights, or other rights with equity features
to all holders of Ordinary Shares for no consideration), except as provided for in Section 4.5, below, then the Company’s board
of directors will, at its discretion and in good faith, make an adjustment in the Exercise Price and the number of Warrant Shares or designate
such additional consideration to be deemed issuable upon exercise of a Warrant, so as to protect the rights of the registered Holder.
No adjustment to the Exercise Price will be made pursuant to more than one sub-Section of this Section 4 in connection with a single issuance.


 


4.5.       Subsequent Equity Sales.
If the Company or any subsidiary thereof, as applicable, at any time while the Warrants are outstanding, shall sell, enter into an agreement
to sell, or grant any option to purchase, or sell, enter into an agreement to sell, or grant any right to reprice, or otherwise dispose
of or issue (or announce any offer, sale, grant, or any option to purchase or other disposition) any Ordinary Shares or any Ordinary Share
Equivalents (as defined below), at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base
Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that
if the holder of the Ordinary Shares or Ordinary Share Equivalents so issued shall at any time, whether by operation of purchase price
adjustments, reset provisions, floating conversion, exercise or exchange prices, or otherwise, or due to warrants, options, or rights
per share which are issued in connection with such issuance, be entitled to receive Ordinary Shares at an effective price per share that
is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive
Issuance at such effective price), then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance
the Exercise Price shall be reduced and only reduced to equal the Base Share Price provided that the Base Share Price shall not be less
than $[ ] (subject to adjustment for reverse and forward stock splits, recapitalizations, and similar transactions following the initial
issuance date of the Warrants). Notwithstanding the foregoing, no adjustments shall be made, paid, or issued under this Section 4.5 in
respect of an Exempt Issuance (as defined below). The Company shall notify the Holder, in writing, no later than three Trading Days following
the issuance or deemed issuance of any Ordinary Shares or Ordinary Share Equivalents subject to this Section 4.5, indicating therein the
applicable issuance price, or applicable reset price, exchange price, conversion price, and other pricing terms (such notice, the “Dilutive
Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to
this Section 4.5, upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon
the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company
enters into a Variable Rate Transaction (as defined below), the Company shall be deemed to have issued Ordinary Shares or Ordinary Share
Equivalents at the lowest possible price, conversion price, or exercise price at which such securities may be issued, converted, or exercised.


 




    	 	8	 



    


    

 








4.6.       Notices
of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of Warrant Shares issuable upon exercise of
a Warrant, the Company shall give prompt written notice thereof to the Warrant Agent, which notice shall state the Exercise Price
resulting from such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable at such price
upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections 4.1 or 4.2, then, in any such event, the Company shall give written
notice to each Holder, at the last address set forth for such holder in the Warrant Register, as of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
The Warrant Agent shall be entitled to rely conclusively on, and shall be fully protected in relying on, any certificate, notice,
or instructions provided by the Company with respect to any adjustment of the Exercise Price or the number of shares issuable upon
exercise of a Warrant, or any related matter, and the Warrant Agent shall not be liable for any action taken, suffered, or omitted
to be taken by it in accordance with any such certificate, notice, or instructions or pursuant to this Warrant Agreement. The Warrant
Agent shall not be deemed to have knowledge of any such adjustment unless and until it shall have received written notice thereof
from the Company.


 




    	 	9	 



    


    







 


5.             Restrictive
Legends; Fractional Warrants. In the event that a Warrant Certificate surrendered for transfer bears a restrictive legend,
the Warrant Agent shall not register that transfer until the Warrant Agent has received an opinion of counsel for the Company stating
that such transfer may be made and indicating whether the Warrants must also bear a restrictive legend upon that transfer. The
Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the transfer of or
delivery of a Warrant Certificate for a fraction of a Warrant.


 


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



 


6.1.       No
Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder of Warrants,
shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor
shall anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the registered
holder of Warrants, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate
action (whether any reorganization, issue of stock, reclassification of share capital, consolidation, merger, conveyance, or otherwise),
receive notice of meetings, receive dividends or subscription rights or rights to participate in new issues of shares, or otherwise,
prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of Warrants.


 


6.2.       Reservation
of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary
Shares that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.


 


		7.	Concerning the Warrant Agent and Other Matters.



 


7.1.       Any
instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in
writing by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized
and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation
received in accordance with this Section 7.1.


 


7.2.       Whether
or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company shall
pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s
reasonable out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the reasonable fees
and expenses of the Warrant Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal
and external) at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges
to cover internal processing and use of the Warrant Agent’s billing systems.


 


7.3.       As
agent for the Company hereunder the Warrant Agent: (a) shall have no duties or obligations other than those specifically set forth
herein or as may subsequently be agreed to in writing by the Warrant Agent and the Company; (b) shall be regarded as making no
representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of the Warrants or any Warrant
Shares; (c) shall not be obligated to take any legal action hereunder; (d) may rely on and shall be fully authorized and protected
in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission,
or other document or security delivered to the Warrant Agent and believed by it to be genuine and to have been signed by the proper
party or parties; (e) shall not be liable or responsible for any recital or statement contained in the Registration Statement or
any other documents relating thereto; (f) shall not be liable or responsible for any failure on the part of the Company to comply
with any of its covenants and obligations relating to the Warrants, including without limitation obligations under applicable securities
laws; (g) may rely on and shall be fully authorized and protected in acting or failing to act in good faith upon the written, telephonic,
or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing
or qualifying any such actions) of officers of the Company, and is hereby authorized and directed to accept instructions with respect
to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice
or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any
delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company
may, at the option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under
this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Warrant
Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in
such application on or after the date specified in such application (which date shall not be less than five business days after
the date such application is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless
prior to taking any such action, the Warrant Agent shall have received written instructions in response to such application specifying
the action to be taken or omitted; (h) may consult with counsel satisfactory to the Warrant Agent, including its in-house counsel,
and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered,
or omitted by it hereunder in good faith and in accordance with the advice of such counsel; (i) may perform any of its duties hereunder
either directly or by or through nominees, correspondents, designees, or subagents, and it shall not be liable or responsible for
any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by
it in connection with this Warrant Agreement, provided reasonable care was exercised in the selection and continued appointment
thereof; (j) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and
(k) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America
or any political subdivision thereof.


 




    	 	10	 



    


    

 








7.4.       (a)
In the absence of gross negligence or willful misconduct on its part, the Warrant Agent shall not be liable for any action taken,
suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Warrant Agreement.
Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable for special,
indirect, incidental, consequential, or punitive losses or damages of any kind whatsoever (including but not limited to lost profits),
even if the Warrant Agent has been advised of the possibility of such losses or damages and regardless of the form of action. Any
liability of the Warrant Agent will be limited in the aggregate to the amount of fees paid by the Company hereunder. The Warrant
Agent shall not be liable for any failures, delays, or losses, arising directly or indirectly out of conditions beyond its reasonable
control including, but not limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or
labor disputes, fires, civil disobedience, riots, rebellions, storms, electrical or mechanical failure, computer hardware or software
failure, communications facilities failures including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts
of God, or similar occurrences.


 


(b) In the event any question
or dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties under this Warrant
Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be held liable
or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may file
a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction,
binding on all persons interested in the matter which is no longer subject to review or appeal, or settled by a written document
in form and substance satisfactory to the Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant
Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the
Holders and all other persons that may have an interest in the settlement.


 


7.5.       The
Company covenants to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim, or expense (“Loss”)
arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the reasonable costs
and expenses of defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction
to be a result of the Warrant Agent’s gross negligence, bad faith, or willful misconduct.


 


7.6.       Unless
terminated earlier by the parties hereto, this Agreement shall terminate ninety (90) days after the earlier of the Expiration Date
and the date on which no Warrants remain outstanding (the “Termination Date”). On the business day following
the Termination Date, the Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant
Agreement. The Agent’s right to be reimbursed for fees, charges, and out-of-pocket expenses as provided in this Section 7
shall survive the termination of this Warrant Agreement.


 


7.7.       If
any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall
be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties
to it to the full extent permitted by applicable law.


 


7.8.       The
Company represents and warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;
(b) the offer and sale of the Warrants and the execution, delivery, and performance of all transactions contemplated thereby (including
this Warrant Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute
a default under the articles of association, bylaws, or any similar document of the Company or any indenture, agreement, or instrument
to which it is a party or is bound; (c) this Warrant Agreement has been duly executed and delivered by the Company and constitutes
the legal, valid, binding, and enforceable obligation of the Company; (d) the Warrants will comply in all material respects with
all applicable requirements of law; and (e) to the best of its knowledge, there is no litigation pending or threatened as of the
date hereof in connection with the offering of the Warrants.


 




    	 	11	 



    


    

 








7.9.       In
the event of inconsistency between this Warrant Agreement and the descriptions in the Registration Statement, as they may from
time to time be amended, the terms of this Warrant Agreement shall control.


 


7.10.       Set
forth in Annex D hereto is a list of the names and specimen signatures of the persons authorized to act for the Company
under this Warrant Agreement (the “Authorized Representatives”). The Company shall, from time to time, certify
to you the names and signatures of any other persons authorized to act for the Company under this Warrant Agreement.


 


7.11.        Any
notice, statement, or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the holder of
any Warrant to or on the Company, including without limitation, any Notice of Exercise, shall be delivered by email, hand, or sent
by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by the Company
with the Warrant Agent) as set forth below and if to any holder any notice, statement or demand shall be given to the last address
set forth for such holder (if any) in the Warrant Register:


 











T20 Holdings Ltd.


3 Phillip Street, #19-01 Royal Group Building


Singapore 048693


Attention: Geoffrey Allan Lawrence, Chief Executive Officer


Email: geoff@twenty20.com.sg


 


with a copy (which shall not constitute notice) to:


 


Nelson Mullins Riley & Scarborough LLP


101 Constitution Ave NW, Suite 900


Washington, DC 20001


Attention: Andy Tucker, Esq.


Fax No: 202-689-2860


Email: andy.tucker@nelsonmullins.com


 





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


 





VStock Transfer, LLC


18 Lafayette Place


Woodmere, NY 11598


Attn: [     ]


Email: [     ]







 





Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication
is delivered via facsimile at the facsimile number or email at the email address set forth in this Section 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 at the email address set forth in this Section 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.


 




    	 	12	 



    


    

 








7.12.       (a)
This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions and
proceedings relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within
the Borough of Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts
and consents that any service of process may be made by certified or registered mail, return receipt requested, directed to the
Company at its address last specified for notices hereunder. Each of the parties hereto hereby waives the right to a trial by jury
in any action or proceeding arising out of or relating to this Warrant Agreement.


 


(b) This Warrant Agreement shall inure to the
benefit of and be binding upon the successors and assigns of the parties hereto. This Warrant Agreement may not be assigned, or
otherwise transferred, in whole or in part, by either party without the prior written consent of the other party, which the other
party will not unreasonably withhold, condition, or delay; except that (i) consent is not required for an assignment or delegation
of duties by the Warrant Agent to any affiliate of the Warrant Agent and (ii) any reorganization, merger, consolidation, sale of
assets, or other form of business combination by the Warrant Agent or the Company shall not be deemed to constitute an assignment
of this Warrant Agreement.


 


(c) No provision of this Warrant Agreement
may be amended, modified, or waived, except as set forth below. The Company and the Warrant Agent may amend or supplement this
Warrant Agreement without the consent of any Holder for the purpose of curing any ambiguity, or curing, correcting, or supplementing
any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising
under this Agreement as the parties may deem necessary or desirable and that the parties determine, in good faith, shall not adversely
affect the interest of the Holders. All other amendments and supplements shall require the vote or written consent of Holders of
at least 50.1% of the then outstanding Warrants and the holders of at least 50.1% of the voting power of the Company’s voting
securities, provided that adjustments may be made to the Warrant terms and rights in accordance with Section 4 without such consent.


 


7.13.         Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require
the Holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering
any transfer of Warrants or any delivery of any Warrant Shares unless or until the persons requesting the registration or issuance
shall have paid to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall have established
to the reasonable satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been paid.


 


7.14.        Resignation
of Warrant Agent.


 


7.14.1.       Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company, or such
shorter period of time agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor
Warrant Agent, after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such
shorter period of time as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination, or incapacity
to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company
shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity
by the Warrant Agent, then the Holder may apply to any court of competent jurisdiction for the appointment of a successor Warrant
Agent. Pending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant
Agent shall be carried out by the Company. Any successor Warrant Agent (but not including the initial Warrant Agent), whether appointed
by the Company or by such court, shall be a person organized and existing under the laws of any state of the United States of America,
in good standing, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by
federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights,
immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder,
without any further act or deed, and except for executing and delivering documents as provided in the sentence that follows, the
predecessor Warrant Agent shall have no further duties, obligations, responsibilities, or liabilities hereunder, but shall be entitled
to all rights that survive the termination of this Warrant Agreement and the resignation or removal of the Warrant Agent, including
but not limited to its right to indemnity hereunder. If for any reason it becomes necessary or appropriate or at the request of
the Company, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 




    	 	13	 



    


    







 


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


 


7.14.3.       Merger
or Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which it may
be consolidated or any person resulting from any merger, conversion, or consolidation to which the Warrant Agent shall be a party
or any person succeeding to the shareowner services business of the Warrant Agent or any successor Warrant Agent shall be the successor
Warrant Agent under this Warrant Agreement, without any further act or deed. For purposes of this Warrant Agreement, “person”
shall mean any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, or other
entity, and shall include any successor (by merger or otherwise) thereof or thereto.


 


		8.	Miscellaneous Provisions.



 


8.1.       Persons
Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from
any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof.


 


8.2.       Examination
of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the
Warrant Agent designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require
any such holder to provide reasonable evidence of its interest in the Warrants.


 


8.3.       Counterparts.
This Warrant Agreement may be executed in any number of original, facsimile, or electronic counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


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


 


		9.	Certain Definitions. As used herein, the following terms shall
have the following meanings:



 


(a)“Adjustment Right” means
any right granted with respect to any securities issued in connection with, or with respect to, any issuance, sale, or delivery
(or deemed issuance, sale, or delivery in accordance with Section 4) of Ordinary Shares (other than rights of the type described
in Section 4.2 and 4.3 hereof) that could result in a decrease in the net consideration received by the Company in connection with,
or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment, or other similar
rights) but excluding anti-dilution and other similar rights (including pursuant to Section 4.4 of this Agreement).


 




    	 	14	 



    


    







 


(b)“Exempt Issuance” means
the issuance of (i) Ordinary Shares or options to employees, officers, or directors of the Company or consultants to the Company
pursuant to any stock or option plan or other written agreement duly adopted for such purpose, by a majority of the non-employee
members of the board of directors of the Company or a majority of the members of a committee of non-employee directors established
for such purpose for services rendered to the Company, provided, however, such issuance (A) shall be pursuant to a written plan
duly approved and adopted by the board and the stockholders of the Company and (B) shall be at no less than fair market value (as
measured by the closing price of the Ordinary Shares on the Trading Market on the date of issuance); (ii) securities upon the exercise
or exchange of or conversion of any securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding
on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase
the number of such securities or to decrease the exercise price, exchange price, or conversion price of such securities (other
than in connection with stock splits or combinations) or to extend the term of such securities; (iii) securities issued pursuant
to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company or securities issued
in financing transactions, the primary purpose of which is to finance acquisitions or strategic transactions approved by a majority
of the disinterested directors of the Company, and provided that any such issuance shall only be to a Person (or to the equity
holders of a Person) which is, or was, itself or through its subsidiaries, an operating company or an owner of an asset, but shall
not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to a person
or an entity whose primary business is investing in securities; (iv) Ordinary Shares, options, or convertible securities issued
to banks, equipment lessors, or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment
leasing, or real property leasing transaction approved by a majority of the disinterested directors of the Company but shall not
include a transaction in which the company is primarily issuing Ordinary Shares or Ordinary Share Equivalents primarily for the
purpose of raising capital or to a person or an entity whose primary business is investing in securities; (v) Ordinary Shares,
options, or convertible securities issued in connection with the provision of goods or services pursuant to transactions approved
by a majority of the disinterested directors of the Company but shall not include a transaction in which the company is issuing
Ordinary Shares or Ordinary Share Equivalents primarily for the purpose of raising capital or to a person or an entity whose primary
business is investing in securities; and (vi) Ordinary Shares, options, or convertible securities issued in connection with sponsored
research, collaboration, technology license, development, investor or public relations, marketing, or other similar agreements
or strategic partnerships approved by a majority of the disinterested directors of the Company but shall not include a transaction
in which the Company is primarily issuing Ordinary Shares or Ordinary Share Equivalents primarily for the purpose of raising capital
or to a person or an entity whose primary business is investing in securities.


 


(c)“Ordinary Share Equivalents”
means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Ordinary
Shares, including, without limitation, any debt, preferred stock, right, option, warrant, or other instrument that is at any time
convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.


 


(d)“Trading Day” means any
day on which the Ordinary Shares are traded on the Trading Market, or, if the Trading Market is not the principal trading market
for the Ordinary Shares, then on the principal securities exchange or securities market in the United States on which the Ordinary
Shares are then traded, provided that “Trading Day” shall not include any day on which the Ordinary Shares are scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Ordinary Shares are suspended from trading during
the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00 P.M., Eastern Standard Time).


 


(e)“Trading Market” means
NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange.


 


(f)“Variable Rate Transaction”
means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable
or exercisable for, or include the right to receive, additional shares of Ordinary Shares either (A) at a conversion price, exercise
price, or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the Ordinary
Shares at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise, or exchange
price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the
occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the
Ordinary Shares or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line
of credit, whereby the Company may issue securities at a future determined price.


 


(g)“VWAP” means, for any date,
the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed or quoted on
a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date)
on the Trading Market on which the Ordinary Shares are 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 Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are
then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the Ordinary Shares so reported, or (d) in all other
cases, the fair market value of an Ordinary Share as determined by an independent appraiser selected in good faith by the holders
of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which
shall be paid by the Company.


 


[Signature Page to Follow]


 




    	 	15	 



    


    







 


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


 


	 	T20 HOLDINGS LTD.	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name: Geoffrey Allan Lawrence	 
	 	 	Title: Chief Executive Officer	 


 


	 	VSTOCK TRANSFER, LLC,	 
	 	as Warrant Agent	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name: 	 
	 	 	Title: 	 


 


Annex A - Form of Global Certificate


Annex B – Notice of Exercise


Annex C - Form of Certificated Warrant


Annex D - Authorized Representatives


Annex E - Form of Warrant Certificate Request
Notice


 





[Signature Page to Warrant Agent Agreement]


 




    	 	 	 



    


    

 








ANNEX A


 


[FORM OF GLOBAL CERTIFICATE]


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO T20 HOLDINGS LTD. OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


T20 HOLDINGS LTD.


WARRANT CERTIFICATE


NOT EXERCISABLE AFTER [ ], 2027


 


This certifies that the
person whose name and address appears below, or registered assigns, is the registered owner of the number of Warrants set forth
below. Each Warrant entitles its registered holder to purchase from T20 Holdings Ltd., a public company limited by shares incorporated
under the laws of Singapore (the “Company”), at any time prior to 5:00 P.M. (Eastern Standard Time) on [ ],
2027, one Ordinary Share of the Company (each, a “Warrant Share” and collectively, the “Warrant Shares”),
at an exercise price of $[ ] per share, subject to possible adjustments as provided in the Warrant Agreement (as defined below).


 


This Warrant Certificate,
with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent, may be exchanged for
another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant
Certificates surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender of this Warrant Certificate
at the designated office of the Warrant Agent by the registered holder in person or by a duly authorized attorney, properly endorsed
or accompanied by proper instruments of transfer, a signature guarantee, and such other and further documentation as the Warrant
Agent may reasonably request and duly stamped as may be required by the laws of the State of New York and of the United States
of America.


 


The terms and conditions
of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agent Agreement
dated as of [ ], 2022 (the “Warrant Agreement”) between the Company and VStock Transfer, LLC (the “Warrant
Agent”). A copy of the Warrant Agreement is available for inspection during business hours at the office of the Warrant
Agent.


 




    	 	 A-1	 



    


    

 








This Warrant Certificate
shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant
Agent.


 


WITNESS the facsimile signature of a proper officer of the Company.


 


	 	T20 HOLDINGS LTD.	 
	 	 	 	 
	 	By:	 	 
	 	 	Name: 	 
	 	 	Title: 	 


 


Dated: [        ], 2022


 


Countersigned:


 


VSTOCK TRANSFER, LLC,


as Warrant Agent 


 


	 	 	 
	By:	 	 
	 	Name: 	 
	 	Title: 	 





 








 


PLEASE DETACH HERE


 


 













 


Certificate No.:____1_____ Number of Warrants:_[
]__


 


WARRANT CUSIP NO.: Y83508 120 


 


T20 HOLDINGS LTD.


 


	[Name & Address of Holder]	VSTOCK TRANSFER, LLC, Warrant Agent


 


	 	By Mail:
	 	 
	 	 
	 	 
	 	By hand or overnight courier:
	 	 
	 	 


 




    	 	 A-2	 



    


    







 


ANNEX B


 


NOTICE OF EXERCISE


 


	TO:	 T20 HOLDINGS LTD.


 


(1) The undersigned hereby elects to
purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and
tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2) Payment shall take the form of
(check applicable box):


 


[  ] in lawful money of the United
States; or


 


[  ] if permitted the cancellation
of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this
Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth
in subsection 2(c).


 


(3) Please issue said Warrant Shares
in the name of the undersigned or in such other name as is specified below:


 


_______________________________________________________


 


The Warrant Shares shall be delivered to the following
DWAC Account Number:


 


________________________________________________________


________________________________________________________


________________________________________________________


 


[SIGNATURE OF HOLDER]


 





	Name of Investing Entity:	 
	Signature of Authorized Signatory of Investing Entity:	 
	Name of Authorized Signatory:	 
	Title of Authorized Signatory:	 
	Date:	 







 










    	 	 B-1	 



    


    




 


ANNEX C


 


[FORM OF CERTIFICATED WARRANT]


 


ORDINARY SHARE PURCHASE WARRANT


 


T20 HOLDINGS LTD.


 


	Warrant Shares: [_______]	Initial Exercise Date: [          ], 2022


 


THIS ORDINARY SHARE PURCHASE WARRANT
(the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on
[ ], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from T20
Holdings Ltd., a public company limited by shares incorporated under the laws of Singapore (the “Company”),
up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price
of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially
be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”)
shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant
in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.


 


Section 1. Definitions. In
addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then
listed or quoted on a Trading Market, the bid price of the Ordinary Shares for the time in question (or the nearest preceding date)
on the Trading Market on which the Ordinary Shares are 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 Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are
then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the
most recent bid price per share so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined
by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and
reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


“Board of Directors”
means the board of directors of the Company.


 


“Business Day”
means any day other than Saturday, Sunday, or other day on which commercial banks in The City of New York are authorized or required
by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee,”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental
authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New
York generally are open for use by customers on such day.


  


“Commission”
means the United States Securities and Exchange Commission.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 




    	 	 C-1	 



    


    

 








“Exempt Issuance”
means the issuance of (i) Ordinary Shares or options to employees, officers, or directors of the Company or consultants to the
Company pursuant to any stock or option plan or other written agreement duly adopted for such purpose, by a majority of the non-employee
members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose
for services rendered to the Company, provided, however, such issuance (A) shall be pursuant to a written plan duly approved and
adopted by the Board and the stockholders of the Company and (B) shall be at no less than fair market value (as measured by the
closing price of the Ordinary Shares on the Trading Market on the date of issuance); (ii) securities upon the exercise or exchange
of or conversion of any securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on
the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the
number of such securities or to decrease the exercise price, exchange price, or conversion price of such securities (other than
in connection with stock splits or combinations) or to extend the term of such securities; (iii) securities issued pursuant to
acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company or securities issued
in financing transactions, the primary purpose of which is to finance acquisitions or strategic transactions approved by a majority
of the disinterested directors of the Company, and provided that any such issuance shall only be to a Person (or to the equity
holders of a Person) which is, or was, itself or through its subsidiaries, an operating company or an owner of an asset, but shall
not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to a person
or an entity whose primary business is investing in securities; (iv) Ordinary Shares, options, or convertible securities issued
to banks, equipment lessors, or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment
leasing, or real property leasing transaction approved by a majority of the disinterested directors of the Company but shall not
include a transaction in which the company is primarily issuing Ordinary Shares or Ordinary Share Equivalents primarily for the
purpose of raising capital or to a person or an entity whose primary business is investing in securities; (v) Ordinary Shares,
options, or convertible securities issued in connection with the provision of goods or services pursuant to transactions approved
by a majority of the disinterested directors of the Company but shall not include a transaction in which the company is issuing
Ordinary Shares or Ordinary Share Equivalents primarily for the purpose of raising capital or to a person or an entity whose primary
business is investing in securities; and (vi) Ordinary Shares, options, or convertible securities issued in connection with sponsored
research, collaboration, technology license, development, investor or public relations, marketing, or other similar agreements
or strategic partnerships approved by a majority of the disinterested directors of the Company but shall not include a transaction
in which the Company is primarily issuing Ordinary Shares or Ordinary Share Equivalents primarily for the purpose of raising capital
or to a person or an entity whose primary business is investing in securities.


 


“Ordinary Shares”
means the ordinary shares of the Company, and any other class of securities into which such securities may hereafter be reclassified
or changed.


 


“Ordinary Share
Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant, or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary
Shares.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof), or other entity of any kind.


 


“Registration
Statement” means the Company’s registration statement on Form F-1, as amended (File No. 333-266102).


 


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


 


“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company
formed or acquired after the date hereof.


 


“Trading Day”
means a day on which the Ordinary Shares are traded on a Trading Market.


 




    	 	 C-2	 



    


    

 








“Trading Market”
means any of the following markets or exchanges on which the Ordinary Shares are 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,
or OTCQB or OTCQX (or any successors to any of the foregoing).


 


“Transfer Agent”
means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Place, Woodmere,
New York 11598, and a telephone number of (212) 828-8436 and facsimile number of (646) 536-3179, and any successor transfer agent
of the Company.


 


“Underwriting
Agreement” means the underwriting agreement, dated as of [ ], 2022, among the Company and EF Hutton, division of Benchmark
Investments, LLC, as representative of the underwriters named therein, as amended, modified, or supplemented from time to time
in accordance with its terms.


 


“Variable Rate
Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible
into, exchangeable or exercisable for, or include the right to receive, additional shares of Ordinary Shares either (A) at a conversion
price, exercise price, or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations
for the Ordinary Shares at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise,
or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security
or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market
for the Ordinary Shares or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity
line of credit, whereby the Company may issue securities at a future determined price.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then
listed or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest
preceding date) on the Trading Market on which the Ordinary Shares are 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 Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX
as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary
Shares are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per Ordinary Share so reported, or (d) in all other cases, the fair market value of an Ordinary
Share as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


“Warrant Agency
Agreement” means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the Company
and the Warrant Agent.


 


“Warrant Agent”
means the Transfer Agent and any successor warrant agent of the Company.


 


“Warrants”
means this Warrant and other Ordinary Share purchase warrants issued by the Company pursuant to the Registration Statement.


 


Section 2. Exercise.


 


(a)       Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times
on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company or the Warrant Agent of
a duly executed facsimile copy or PDF copy submitted by email (or email attachment) of the Notice of Exercise in the form annexed
hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading
Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid,
the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise to the Company
by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section
2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any
medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything
herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has
purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall
surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise
is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant
Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in
an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records
showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice
of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant,
acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares
hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on
the face hereof.


 




    	 	 C-3	 



    


    

 








Notwithstanding the foregoing in
this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant
held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises
made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction
form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation,
as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the
Warrant Agency Agreement, in which case this sentence shall not apply.


 


(b)       Exercise
Price. The exercise price per Warrant Share under this Warrant shall be $[__], subject to adjustment hereunder (the “Exercise
Price”), provided that in no case shall the exercise price be less than the par value of the Ordinary Shares. The Holder
shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance
or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination Date.


 


(c)       Cashless
Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained
therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole
or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number
of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


	 	(A) =	as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Ordinary Shares on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof, or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;


 


	 	(B) =	the Exercise Price of this Warrant, as adjusted hereunder; and


 


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


 


Notwithstanding anything herein to
the contrary, but without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant
to this Section 2(c) or to receive cash payments pursuant to Section 3(d)(i) and Section 3(d)(iv) herein, the Company shall not
be required to make any cash payments or net cash settlement to the Holder in lieu of delivery of the Warrant Shares. If Warrant
Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees
not to take any position contrary to this Section 2(c).


 





 









		1	125% of the public offering price per unit sold in this offering.



 




    	 	 C-4	 



    


    

 








Notwithstanding anything herein to
the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section
2(c).


 


(d)       Mechanics
of Exercise.


 


(i)       Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit and Withdrawal at Custodian system (“DWAC”) if the Transfer Agent is then
a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant
Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise
by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee,
for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder
in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the
Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company, and (iii) the number
of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date,
the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for
all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,
irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in
the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days
comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to
deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall
pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise
(based on the VWAP of the Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to
$20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant
Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a
transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. 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 Ordinary Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding
the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial
Exercise Date, which may be delivered at any time after the time of execution of the Underwriting Agreement, the Company agrees
to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the
Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise
Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.


 


(ii)       Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder
and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
in all other respects be identical with this Warrant.


 


(iii)       Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


(iv)       Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder
is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise
purchases, Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated
receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount,
if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares
so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver
to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase
obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number
of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to
the Holder the number of Ordinary Shares that would have been issued had the Company timely complied with its exercise and delivery
obligations hereunder. For example, if the Holder purchases Warrant Shares having a total purchase price of $11,000 to cover a
Buy-In with respect to an attempted exercise of Warrant Shares with an aggregate sale price giving rise to such purchase obligation
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 Warrant Shares upon exercise of the Warrant as
required pursuant to the terms hereof.


 




    	 	 C-5	 



    


    

 








(v)       No
Fractional Shares or Scrip. No fractional Warrant Shares or scrip representing fractional Warrant Shares shall be issued upon
the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such
exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal
to such fraction multiplied by the Exercise Price or round up to the next whole Warrant Share.


 


(vi)       Charges,
Taxes, and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the
Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;
provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant
when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company
may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The
Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository
Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery
of the Warrant Shares.


 


(vii)       Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.


 




    	 	 C-6	 



    


    







 


(e)       Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Notice of Exercise, 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 Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties
shall include the number of Warrant Shares issuable upon exercise of this Warrant with respect to which such determination is being
made, but shall exclude the number of Warrant Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion
of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion
of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary
Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein 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 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder
that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules
required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission
of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant
is exercisable, in each case subject to the Beneficial Ownership Limitation, 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 2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding
Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the
case may be, (B) a more recent public announcement by the Company, or (C) a more recent written notice by the Company or the Transfer
Agent setting forth the number of Ordinary Shares 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 Ordinary Shares then outstanding. In any case,
the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of
the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number
of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon
election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Ordinary Shares outstanding immediately after
giving effect to the issuance of Warrant Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company,
may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance
of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply.
Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to
the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with
the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 


Section 3. Certain Adjustments.


 


(a)       Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary
Shares (which, for avoidance of doubt, shall not include any Warrant Shares issued by the Company upon exercise of this Warrant),
(ii) subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split)
outstanding Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of Ordinary Shares any shares of
capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall
be the number of Ordinary Shares and such other capital stock of the Company (excluding treasury shares, if any) outstanding immediately
before such event and of which the denominator shall be the number of Ordinary Shares and such other capital stock of the Company
(excluding treasury shares, if any) outstanding immediately after such event, and the number of shares issuable upon exercise of
this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any
adjustment made pursuant to this Section 3(a) 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)       Subsequent
Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall
sell, enter into an agreement to sell, or grant any option to purchase, or sell, enter into an agreement to sell, or grant any
right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant, or any option to purchase or other disposition)
any Ordinary Shares or Ordinary Share Equivalents, at an effective price per share less than the Exercise Price then in effect
(such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”)
(it being understood and agreed that if the holder of the Ordinary Shares or Ordinary Share Equivalents so issued shall at any
time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices, or
otherwise, or due to warrants, options, or rights per share which are issued in connection with such issuance, be entitled to receive
Ordinary Shares at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred
for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation
(or, if earlier, the announcement) of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the
Base Share Price provided that the Base Share Price shall not be less than $[ ] (subject to adjustment for reverse and forward
stock splits, recapitalizations, and similar transactions following the initial issuance date of the Warrants). Notwithstanding
the foregoing, no adjustments shall be made, paid, or issued under this Section 3(b) in respect of an Exempt Issuance. The Company
shall notify the Holder, in writing, no later than three Trading Days following the issuance or deemed issuance of any Ordinary
Shares or Ordinary Share Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable
reset price, exchange price, conversion price, and other pricing terms (such notice, the “Dilutive Issuance Notice”).
For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon
the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share
Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters
into a Variable Rate Transaction, the Company shall be deemed to have issued Ordinary Shares or Ordinary Share Equivalents at the
lowest possible price, conversion price, or exercise price at which such securities may be issued, converted, or exercised.


 




    	 	 C-7	 



    


    

 








(c)       Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues,
or sells any Ordinary Share Equivalents or rights to purchase stock, warrants, securities, or other property pro rata to the record
holders of any class of Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder
had held the number of Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on
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 Ordinary Shares are to be determined for the grant, issue, or sale of such Purchase Rights (provided, however, that,
to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder 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 Ordinary Shares 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).


 


(d)       Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other
distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares, 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 Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of Warrant Shares acquirable
upon complete exercise of this Warrant (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 Ordinary Shares are to be determined for the participation in such Distribution
(provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the
Holder 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 Ordinary Shares 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). To the extent that this Warrant has not been partially
or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit
of the Holder until the Holder has exercised this Warrant.


 




    	 	 C-8	 



    


    

 








(e)       Fundamental
Transaction. If, at any time while this Warrant 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 Ordinary Shares 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 Ordinary
Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization,
or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are 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, merger, or scheme of arrangement) with another Person or group of Persons whereby
such other Person or group acquires more than 50% of the outstanding Ordinary Shares (not including any Ordinary Shares held by
the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such
stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon
any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been
issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without
regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of capital 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 Ordinary Shares for
which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section
2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Warrant
Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Ordinary
Shares 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 exercise of this Warrant following such Fundamental
Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor
Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after,
the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental
Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value
(as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction;
provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the
Company’s Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity the same
type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant,
that is being offered and paid to the holders of Ordinary Shares of the Company in connection with the Fundamental Transaction,
whether that consideration be in the form of cash, stock, or any combination thereof, or whether the holders of Ordinary Shares
are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided,
further, that if holders of Ordinary Shares of the Company are not offered or paid any consideration in such Fundamental Transaction,
such holders of Ordinary Shares will be deemed to have received Ordinary Shares of the Successor Entity (which Entity may be the
Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means
the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on
Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting
(A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public
announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater
of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor)
as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying
price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any,
plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during
the period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the
consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request
pursuant to this Section 3(e), (D) a remaining option time equal to the time between the date of the public announcement of the
applicable Fundamental Transaction and the Termination Date, and (E) a zero cost of borrow. The payment of the Black Scholes Value
will be made by wire transfer of immediately available funds (or such other consideration) within the later of (i) five (5) Business
Days of the Holder’s election and (ii) the date of consummation of the 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 Warrant in accordance with the provisions of this Section
3(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, deliver to the Holder in exchange
for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance
to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent
entity) equivalent to the Warrant Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations
on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price
hereunder to such shares of capital stock (but taking into account the relative value of the Warrant Shares pursuant to such Fundamental
Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being
for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction),
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 Warrant referring to the “Company” shall refer instead to the Successor Entity), and
may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with
the same effect as if such Successor Entity had been named as the Company herein.


 




    	 	 C-9	 



    


    

 








(f)       Calculations.
All calculations under this Section 3 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 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the
sum of the number of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.


 


(g)       Notice
to Holder.


 


(i)       Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


(ii)       Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares,
(C) the Company shall authorize the granting to all holders of the Ordinary Shares 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 Ordinary Shares, any consolidation or merger to which the Company (or any of its
Subsidiaries) 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 Ordinary Shares are 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear
upon the Warrant Register of the Company, at least 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their Ordinary Shares 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 in this Warrant 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 exercise this Warrant during
the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise
be expressly set forth herein.


 


(h)       Voluntary
Adjustment by Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term
of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount and for
any period of time deemed appropriate by the board of directors of the Company.


 


Section 4. Transfer of Warrant.


 


(a)       Transferability.
This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in
part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment
of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient
to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company
shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant
in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which
the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance
herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.


 




    	 	 C-10	 



    


    

 








(b)       New
Warrants. If this Warrant is not held in global form through DTC (or any successor depositary), this Warrant may be divided
or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject
to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute
and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such
notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical
with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


(c)       Warrant
Register. The Warrant Agent and/or the Company (with regard to any portion of the Warrant in certificated form issued pursuant
to the terms of the Warrant Agency Agreement) shall register this Warrant, upon records to be maintained by the Warrant Agent and/or
the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to
time. The Company and the Warrant Agent may deem and treat the registered Holder of this Warrant as the absolute owner hereof for
the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


Section 5. Miscellaneous.


 


(a)       No
Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,
dividends, or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except
as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise”
pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall
the Company be required to net cash settle an exercise of this Warrant.


 


(b)       Loss,
Theft, Destruction, or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft, or destruction, of indemnity or security reasonably satisfactory to it (which, in the case
of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 


(c)       Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


(d)       Authorized
Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued
Ordinary Shares a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase
rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its
officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this
Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued
as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which
the Ordinary Shares may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase
rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such
Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid, and nonassessable and free from all taxes,
liens, and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).


 




    	 	 C-11	 



    


    

 








Except and to the extent as waived
or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles of incorporation
or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times
in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of the Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing,
the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately
prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction
thereof, as may be necessary to enable the Company to perform its obligations under this Warrant.


 


Before taking any action which would
result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company
shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.


 


(e)       Governing
Law. All questions concerning the construction, validity, enforcement, and interpretation of this Warrant 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
conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement, and defense
of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors,
officers, stockholders, partners, members, employees, or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is improper or is an 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 Warrant 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 law. If either party shall
commence an action, suit, or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit, or
proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred
with the investigation, preparation, and prosecution of such action or proceeding.


 


(f)       Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does
not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


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


 




    	 	 C-12	 



    


    

 








(h)       Notices.
Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation,
any Notice of Exercise, shall be in writing and delivered personally, by facsimile or email, or sent by a nationally recognized
overnight courier service, addressed to the Company’s agent for service, Cogency Global Inc., c/o T20 Holdings Ltd., at 122
East 42nd Street, 18th Floor, New York, NY 10168, Attention: Geoffrey Allan Lawrence, Chief Executive Officer,
facsimile number: _________, email address: ___________, or such other facsimile number, email address, or address as the Company
may specify for such purposes by notice to the Holders. 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 or email, or sent by a nationally recognized
overnight courier service addressed to each Holder at the facsimile number email address or address of such Holder appearing on
the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the
earliest of (i) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or
via email at the email address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading
Day after the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via email
at the email address set forth in this Section 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. Notwithstanding any other
provision of this Warrant, where this Warrant provides for notice of any event to the Holder, if this Warrant is held in global
form by DTC (or any successor Depositary), such notice shall be sufficiently given if given to DTC (or any successor depositary)
pursuant to the procedures of DTC (or such successor depositary). To the extent that any notice provided hereunder constitutes,
or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file
such notice with the Commission pursuant to a Current Report on Form 8-K, and such filing shall constitute notice to any Holder
who holds a certificated Warrant.


 


(i)       Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Warrant Shares or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


(j)       Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate.


 


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


 


(l)       Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand,
and either: (i) the Holder or the beneficial owner of this Warrant, on the other hand, or (ii) the vote or written consent of Holders
of at least 50.1% of the then outstanding Warrants issued pursuant to the Warrant Agent Agreement, on the other hand, provided
that adjustments may be made to the terms and rights of this Warrant in accordance with Section 3 of this Warrant without the consent
of any Holder or beneficial owner of the Warrants.


 


(m)       Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


(n)       Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.


 


(o)       Warrant
Agency Agreement. If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued
subject to the Warrant Agency Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the
Warrant Agency Agreement, the provisions of this Warrant shall govern and be controlling.


 


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


 


(Signature Page Follows)


 




    	 	 C-13	 



    


    




 


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


 





	 	T20 Holdings Ltd.	 
	 	 	 	 
	 	By:	 	 
	 	Name:	Geoffrey Allan Lawrence	 
	 	Title:	Chief Executive Officer	 







 







    	 	 C-14	 



    


    

 


EXHIBIT A


 


NOTICE OF EXERCISE


 


TO: T20 HOLDINGS LTD.


 


(1) The undersigned hereby elects to purchase ________ Warrant Shares of the
Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise
price in full, together with all applicable transfer taxes, if any.


 


(2) Payment shall take the form of (check applicable box):


 


☐ in lawful money of the United States; or


 


☐ if permitted the cancellation of such number of Warrant
Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the
maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).


 


(3) Please issue said Warrant Shares in the name of the
undersigned or in such other name as is specified below:


 


_______________________________


 


The Warrant Shares shall be delivered to the following DWAC Account Number:


 


_______________________________


_______________________________


_______________________________


 


[SIGNATURE OF HOLDER]


 


	Name of Investing Entity:	 


 


	Signature of Authorized Signatory of Investing Entity:	 


 


	Name of Authorized Signatory:	 


 


	Title of Authorized Signatory:	 


 


	Date:	 	 


 




    	 	 C-15	 



    


    

 


EXHIBIT B


 


ASSIGNMENT FORM


 


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


 


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


 





	Transferee’s Name:	 
	 	(Please Print)
	 	 
	Transferee’s Address:	 
	 	 
	 	 
	 	 
	 	 
	Phone Number	 
	Email Address	 
	 	 
	Dated: ______________ ___, _______	 
	Transferor’s Name:	 
	Transferor’s Signature:	 
	Transferor’s Address:	 
	 	 
	 	 
	 	 







 







    	 	 C-16	 



    


    

 








ANNEX D


 


AUTHORIZED REPRESENTATIVES


 


	Name	 	Title	 	 	Signature	 
	Geoffrey Allan Lawrence	 	Chief Executive Officer	 	 	 	 



 




    	 	 D-1	 



    


    

 





ANNEX E


 


Form of Warrant Certificate Request Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: VStock Transfer, LLC, as Warrant Agent
for T20 Holdings Ltd. (the “Company”)


 


The undersigned Holder of Ordinary Share Purchase
Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive a Definitive Certificate
evidencing the Warrants held by the Holder as specified below:


 





	 	1.	
        Name of Holder of Warrants in form of Global Warrants:
        ____________________________________

         

	 	2.	
        Name of Holder in Definitive Certificate (if different
        from name of Holder of Warrants in form of Global Warrants):

        __________________________________________________________________________________

         

	 	3.	
        Number of Warrants in name of Holder in form of Global
        Warrants: ___________________________

         

	 	4.	
        Number of Warrants for which Definitive Certificate shall
        be issued: __________________________

         

	 	5.	
        Number of Warrants in name of Holder in form of Global
        Warrants after issuance of Definitive

        Certificate, if any: ___________________________________________________________________








 


 


	 	6.	Definitive Certificate shall be delivered to the following address:


 


	 	 	 


 


	 	 	 


 


	 	 	 


 


	 	 	 


 


The undersigned hereby acknowledges and agrees
that, in connection with this Warrant Exchange and the issuance of the Definitive Certificate, the Holder is deemed to have surrendered
the number of Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced by the Definitive
Certificate.


 


[SIGNATURE OF HOLDER]


 





	 	Name of Investing Entity:	 
	 	 	 
	 	 	 
	 	Signature of Authorized Signatory of Investing Entity:	 
	 	 	 
	 	 	 
	 	Name of Authorized Signatory:	 
	 	 	 
	 	 	 
	 	Title of Authorized Signatory:	 
	 	 	 	 
	 	Date:	 	 







 










    	 	 E-1