Exhibit 4.9


 


DATED
AS OF 7 March 2022


 


BETWEEN


 


BIFINITY
UAB


 


as
Lender


 


AND





 


EQONEX
LIMITED


 


as
Borrower





 


CONVERTIBLE
LOAN AGREEMENT





 






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This
CONVERTIBLE LOAN AGREEMENT (the “Agreement”) is made as of 7 March 2022


 


BETWEEN


 


	(1)	BIFINITY
                                            UAB, a company established under the laws of the Republic of Lithuania and having its
                                            registered office at Didžioji st. 18, Vilnius, Republic of Lithuania with registration
                                            number 305595206 (the “Lender”),



 


AND


 


	(2)	EQONEX
                                            LIMITED, a limited liability company incorporated under the laws of Singapore, the shares
                                            of which are listed on the Nasdaq Stock Market (stock code NASDAQ: EQOS) (the “Borrower”),



 


(collectively,
the “Parties” and each a “Party”).


 


NOW
IT IS HEREBY AGREED as follows:


 


	1.	Definitions
                                            and Interpretation



 


	1.1	In
                                            this Agreement, unless the context otherwise requires, the following words shall have the
                                            following meanings:



 


“Authorisation”
means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.


 


“Borrower’s
Bank Account” means the bank account as nominated by the Borrower and with its details as provided
by the Borrower to the Lender prior to the first Drawdown Date.


 


“Business
Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Singapore and for
the purposes of payment in USD, New York.


 


“Conversion
Notice” means a written notice of conversion substantially in the form set out in Schedule 1 hereto.


 


“Conversion
Price” means, with respect to each Tranche, the price per Conversion Share expressed as the 50-day moving average of the Borrower’s
public share price quoted on the NASDAQ stock market, calculated on the Business Day prior to the date of this Agreement.


 


“Conversion
Right” means the right to convert the Loan into Conversion Shares pursuant to Clause ‎5 (Conversion);


 


“Conversion
Shares” means the new Ordinary Shares to be issued by the Borrower to the Lender upon the exercise of the Conversion Right;


 


“Data
Room” means the data room established and accessible by the Lender and the Borrower prior to the date of this Agreement for
the purposes of the transaction contemplated in Clause 14.7 (Future discussions).


 


“Default”
means an Event of Default or any event or circumstance specified in Clause ‎13 (Events of Default) which would (with the expiry
of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the
foregoing) be an Event of Default.


 


“Digivault”
means Digivault Limited, a private limited company registered in England and Wales with company number 11722222.


 


“Drawdown
Date” means, with respect to each Tranche, the date on which the funds of the relevant
Tranche are disbursed to the Borrower by the Lender as set out in Clause ‎2.1 (Loan);


 


“FCA
Registration” means the registration of Digivault Limited by the UK Financial Conduct Authority as a custodian wallet provider
under The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended).


 


“Finance
Document” means this Agreement, the Transaction Security Document, any Drawdown Request and any other document designated as
a “Finance Document” by the Lender and the Borrower.


 






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“Group”
means the Borrower and its subsidiaries from time to time.


 


“Initial
Drawdown Condition” means the appointment of certain officers to the board of directors of the Borrower by the Lender in accordance
with Clause ‎9 (Appointment of Directors and Officers).


 


“Initial
Drawdown Date” means 15 March 2022.


 


“Loan
Amount” means USD 36,000,000.


 


“Material
Adverse Effect” means a material adverse effect on:


 


		(a)	the
                                            business, operations, property, condition (financial or otherwise) or prospects of the Group
                                            taken as a whole; or



 


		(b)	the
                                            ability of the Borrower or any member of the Group to perform its obligations under the Finance
                                            Documents; or



 


		(c)	the
                                            validity or enforceability of, or the effectiveness or ranking of any Security granted or
                                            purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies
                                            of any Finance Party under any of the Finance Documents.



 


“Maturity
Date” means, with respect to each Tranche, the date that
is 18 calendar months from the respective Drawdown Date.


 


“Notice
of Conversion” means a notice of conversion in respect of all or part of a Tranche, substantially in the form set out in Schedule
1 or any other form agreed between the Borrower and the Lender.


 


“Ordinary
Shares” means the ordinary shares issued by the Borrower from time to time;


 


“Original
Jurisdiction” means, in relation to the Borrower or any member of the Group, the jurisdiction under whose laws such entity
is incorporated as at the date of this Agreement.


 


“Relevant
Jurisdiction” means, in relation to the Borrower or any member of the Group:


 


		(a)	its
                                            Original Jurisdiction;



 


		(b)	any
                                            jurisdiction where any asset subject to or intended to be subject to the Transaction Security
                                            to be created by it is situated;



 


		(c)	any
                                            jurisdiction where it conducts its business; and



 


		(d)	the
                                            jurisdiction whose laws govern the perfection of the Transaction Security Document entered
                                            into by it.



 


“Security”
means a mortgage, charge, pledge, lien, hypothec or other security interest securing any obligation of any person or any other agreement
or arrangement having a similar effect.


 


“Shares”
means any class of shares in the capital of the Borrower.


 


“Termination
Date” means 31 July 2024.


 


“Transaction
Security” means the Security created or expressed to be created in favour of the Lender pursuant to the Transaction Security
Document.


 


“Transaction
Security Document” means the share charge granted by the Borrower in favour of the Lender over 24.9% of the shares of Digivault.


 


“USD”
or “US$” means the lawful currency of the United States of America.


 


	1.2	In
                                            this Agreement, unless the context otherwise requires, a reference to:



 


		(i)	“this
                                            Agreement” means this convertible loan agreement and includes all amendments, additions,
                                            and variations thereto agreed between the Parties;



 


		(ii)	the
                                            “Borrower”, the “Lender” or any “Party”
                                            shall be construed so as to include its successors in title, permitted assigns and permitted
                                            transferees to, or of, its rights and/or obligations under this Deed;



 






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		(iii)	“person”
                                            shall include an individual, corporation, partnership, firm, trust, trustee, legal personal
                                            representative, unincorporated association, joint venture, syndicate or other business enterprise
                                            or any governmental, administrative or regulatory authority;



 


		(iv)	“written”
                                            and “in writing” include any means of visible reproduction;



 


		(v)	a
                                            word or phrase that is defined in this Agreement includes its other grammatical forms, which
                                            shall be construed accordingly;



 


		(vi)	a
                                            gender includes any gender and the singular number includes the plural number, and vice
                                            versa;



 


		(vii)	“include”
                                            or “including” is to be construed as incorporating “but not limited
                                            to” or “without limitation”;



 


		(viii)	a
                                            “calendar month” means a period starting on one (1) day in a calendar
                                            month and ending on the numerically corresponding day in the next calendar month, except
                                            that: (A) if the numerically corresponding day is not a Business Day, that period shall end
                                            on the next Business Day in that calendar month in which that period is to end if there is
                                            one, or if there is not, on the immediately preceding Business Day and (B) if there is no
                                            numerically corresponding day in the calendar month in which that period is to end, that
                                            period shall end on the last Business Day in that calendar month; and



 


		(ix)	“Clauses”,
                                            and “Schedules” are to the clauses of, and the schedules to, this Agreement
                                            (unless the context otherwise requires). The Schedules form part of this Agreement and have
                                            the same force and effect as if expressly set out in the body of this Agreement.



 


	1.3	Clause
                                            headings contained in this Agreement are for reference purposes only and shall not affect
                                            in any way the meaning or interpretation of this Agreement.



 


	1.4	Any
                                            thing or obligation to be done under the Finance Documents which is required or falls to
                                            be done on a stipulated day shall be done on the next Business Day, if the day upon which
                                            that thing or obligation is required or falls to be done falls on a day which is not a Business
                                            Day.



 


	2.	Loan



 


	2.1	The
                                            Lender makes available to the Borrower a convertible loan (the
                                            “Loan”) equal to the Loan Amount in
                                            six tranches (each a “Tranche”) on the following dates, subject in all
                                            respects to the Initial Drawdown Condition, and in the following amounts:



 


		(a)	15
                                            March 2022, USD 3,000,000;



 


		(b)	15
                                            April 2022, USD 3,000,000;



 


		(c)	15
                                            May 2022, USD 3,000,000;



 


		(d)	15
                                            June 2022, USD 9,000,000;



 


		(e)	15
                                            September 2022, USD 9,000,000; and



 


		(f)	15
                                            December 2022, USD 9,000,000.



 


	2.2	Each
                                            Tranche shall be disbursed by the Lender into the Borrower’s Bank Account on the respective
                                            Drawdown Date.



 


	2.3	Where
                                            the Initial Drawdown Condition has not been satisfied on or prior to the Initial Drawdown
                                            Date, the Initial Drawdown Date shall be the first Business Day following satisfaction of
                                            the Initial Drawdown Condition and the subsequent Drawdown Dates shall be amended accordingly.



 


	3.	Conditions
                                            of Loan



 


	3.1	The
                                            obligation of the Lender to make available the Loan to the Borrower on a Drawdown Date shall
                                            be conditional upon the following (“Conditions Precedent”):



 


		(a)	a
                                            copy of this Agreement and the Transaction Security Document duly executed by the Borrower;



 






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		(b)	a
                                            formal written request (a “Drawdown Request”) not less than 3 Business
                                            Days prior to each Drawdown Date from the Borrower to the Lender to borrow an amount not
                                            exceeding the amount of the relevant Tranche detailed in Clause ‎2.1 above;



 


(c)
a copy of a resolution of the board of directors and
(if required by applicable law, regulation, listing requirements or the constitutional documents of the Borrower) shareholders of the
Borrower:




 


		(A)	approving
                                            the terms of and the transactions contemplated by the Finance Documents and resolving that
                                            it execute, deliver and perform the Finance Documents;



 


		(B)	authorising
                                            a specified person or persons to execute the Finance Documents on its behalf; and



 


		(C)	authorizing
                                            a specified person or persons, on its behalf, to sign and/or despatch all documents and notices
                                            (including, if relevant, any Drawdown Request) to be signed and/or despatched by it under
                                            or in connection with the Finance Documents;



 


		(i)	in
                                            respect of the Initial Drawdown Date, a copy of the resolution of the shareholders of Digivault
                                            Limited amending the articles of association of Digivault Limited to remove certain restrictions
                                            on the transfer of shares; and



 


		(d)	all
                                            the representations and warranties set out in this Agreement being accurate and correct in
                                            all material respects at, and as if made on, that Drawdown Date.



 


	3.2	The
                                            Borrower undertakes to use the proceeds of the Loan for the purposes of financing the operations
                                            and growth of the Borrower and other general corporate
                                            purposes.



 


	4.	Interest



 


	4.1	Subject
                                            to Clause ‎4.4 below, each Tranche of the Loan shall accrue interest at the rate of 4%
                                            per annum until such time as the amount outstanding under such Tranche is either repaid to
                                            the Lender or converted into Ordinary Shares pursuant to this Agreement (“Interest”).



 


	4.2	The
                                            Borrower shall pay accrued interest on a Tranche on the Maturity Date of that Tranche.



 


	4.3	Any
                                            Interest payable under this Agreement shall be calculated according to the actual number
                                            of days elapsed and a year of 365 days.



 


	4.4	Where
                                            the Conversion Right attached to all (or a portion) of a Tranche shall have been validly
                                            exercised, Interest shall cease to accrue on all (or a portion) of such Tranche so converted
                                            from and including the relevant Conversion Date.



 


	4.5	If
                                            the Borrower fails to pay any amount payable by it under a Finance Document on its due date,
                                            interest shall accrue on the overdue amount from the due date up to the date of actual payment
                                            (both before and after judgment) at a rate which is two (2) per cent. per annum higher than
                                            the rate which would have been payable if the overdue amount had, during the period of non-payment,
                                            constituted a Loan. Any interest accruing under this Clause ‎4.5 shall be immediately
                                            payable by the Borrower on demand by the Lender.



 


	5.	Tax
                                            gross-up and indemnity



 


	5.1	If
                                            the Borrower or any member of the Group is compelled by law to make any deduction or withholding
                                            from any sum payable under any Finance Document to the Lender, the sum so payable by the
                                            Borrower or any member of the Group shall be increased so as to result in the receipt by
                                            Lender of a net amount equal to the full amount expressed to be payable under the relevant
                                            Finance Document.



 


	5.2	The
                                            Borrower shall (within three Business Days of demand) pay to the Lender an amount equal to
                                            the loss, liability or cost which the Lender determines will be or has been (directly or
                                            indirectly) suffered for or on account of tax by the Lender in respect of a Finance Document.



 






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	6.	Conversion



 


	6.1	The
                                            Lender may in its sole and absolute discretion, at any time while any part of the Loan remains
                                            outstanding, convert all (or a portion) of a Tranche (and all accrued but unpaid Interest
                                            under this Agreement in connection with all (or a portion) of the relevant Tranche being
                                            converted) (the “Conversion Amount”) into Ordinary Shares. Such conversion
                                            right shall be exercised in accordance with Clause ‎7 (Conversion Procedure).



 


	6.2	Subject
                                            to Clause ‎6.4, the Conversion Amount shall be converted into such number of Ordinary
                                            Shares at the Conversion Price (“Conversion Shares”). The number of Conversion
                                            Shares to be issued on a conversion of any portion (or all) of a Tranche pursuant to this
                                            Clause ‎6 shall be determined by dividing the amount to be converted by the Conversion
                                            Price in effect at the Conversion Date. The Parties hereby agree and confirm that in the
                                            event that the number of Conversion Shares to be allotted and issued to the Lender pursuant
                                            to this Clause ‎6.2 is not a whole number, such number of Conversion Shares to be allotted
                                            and issued to the Lender shall be rounded down to the nearest whole number. The Parties further
                                            agree that fractions of Shares will not be issued on any conversion and no cash adjustments
                                            will be made by the Borrower in respect thereof.



 


	6.3	The
                                            Conversion Shares shall be credited as fully paid up and free from all encumbrances, and
                                            will rank pari passu in all respects with the then existing Ordinary Shares.



 


	6.4	Notwithstanding
                                            anything to the contrary set out in this Agreement, the Lender shall not exercise its Conversion
                                            Right to the extent that to do so would:



 


		(a)	cause
                                            any breach by the Borrower of any law or regulation applicable to it; or



 


		(b)	(unless
                                            a requisite waiver from the provisions of the Singapore Takeover Code has been obtained)
                                            cause the Lender to hold more than 29.9% of the entire issued share capital of the Borrower.



 


	7.	Conversion
                                            Procedure



 


	7.1	Conversion
                                            Notice



 


To
exercise the Conversion Right attaching to a Tranche (including any portion thereof), the Lender shall complete, execute and deliver
a Notice of Conversion to the Borrower.


 


	7.2	Conversion
                                            Date



 


The
conversion date in respect of a Tranche (or any portion thereof) (the “Conversion Date”) shall be the next Business
Day following the date of the relevant Conversion Notice.


 


	7.3	Issue
                                            of Conversion Shares and Registration



 


As
soon as practicable on or before the tenth Business Day after the Conversion Date, the Borrower shall (upon exercise by the Lender of
the Conversion Right and in respect of which a duly completed Conversion Notice has been delivered as required by this Clause ‎7)
issue to the Lender (or such other person designated for the purpose in the Conversion Notice) the relevant numbers of Conversion Shares
and shall immediately upon the issue of those Conversion Shares, file the return of allotment of shares with the Accounting and Corporate
Regulatory Authority of Singapore in relation to the Lender (or such other person designated for the purpose in the Conversion Notice)
in the share register of the Borrower as the holder of those Conversion Shares as at the Conversion Date.


 






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	8.	Repayment
                                            of Loan



 


Subject
to Clause ‎6, the Borrower shall repay the full outstanding amount of each Tranche (which for the avoidance of doubt, shall not include
any portion of such Tranche that has been converted into Conversion Shares), together with accrued but unpaid Interest, to the Lender
on each Maturity Date and, with respect to the final Tranche, on the Termination Date.


 


	9.	Appointment
                                            of Directors and Officers



 


	9.1	On
                                            and from the date of this Agreement and for so long as any amount of the commitment and/or
                                            Loan and/or accrued Interest remain outstanding under the Finance Documents, the Lender shall
                                            have the right (subject to applicable law) to appoint the following officers of the Borrower:



 


		(a)	Chief
                                            Executive Officer;



 


		(b)	Chief
                                            Financial Officer; and



 


		(c)	Chief
                                            Legal Officer.



 


	9.2	On
                                            and from the date of this Agreement and for so long as any amount of the commitment
                                            and/or Loan and/or accrued Interest remain outstanding under the Finance Documents,
                                            the Lender shall be entitled to appoint two of the appointees
                                            specified in Clause ‎9.1 above as directors of the Borrower, provided that each such
                                            appointment shall be made in accordance with the constitutional documents of the Borrower
                                            and applicable laws, regulations and listing requirements.



 


	9.3	The
                                            Lender shall provide all reasonable assistance and cooperation in the provision of such documents,
                                            information, action and other assistance that the Borrower may reasonably require to effect
                                            any appointment contemplated under Clauses ‎9.1 and ‎9.2 above and to maintain the
                                            FCA Registration of Digivault. 



 


	10.	FCA



 


	10.1	If
                                            the UK Financial Conduct Authority expresses any objection to any shareholder of the Lender
                                            becoming a beneficial owner (as such term is defined under The Money Laundering, Terrorist
                                            Financing and Transfer of Funds (Information on the Payer) Regulations 2017) of Digivault
                                            Limited as a result of the entry into the Finance Documents:



 


		(a)	the
                                            Lender has the right to propose new prospective investors in the Borrower to the Borrower;



 


		(b)	the
                                            Borrower may agree to any investment proposed by any such new investor, with the prior written
                                            consent of the Lender; and



 


		(c)	the
                                            Lender has the right to:



 


		(i)	sell
                                            its shares in the Borrower to any such new investor in priority to any shares held by any
                                            other shareholder in the Borrower or any new issuance of shares by the Borrower;



 


		(ii)	have
                                            any amounts outstanding under the Finance Documents repaid out of the proceeds of such new
                                            investment; and



 


		(iii)	cancel
                                            any undrawn and outstanding commitments under the Finance Documents, up to the total amount
                                            of such new investment (after taking into account any amounts of such new investment expended
                                            under sub-paragraphs (i) and (ii) above)).



 


	11.	Company’s
                                            Undertakings



 


	11.1	The
                                            Borrower shall, and shall ensure that each member of the Group will, so long as any amount
                                            of the Loan and/or accrued Interest remain outstanding to the Lender under the Finance Documents:



 


		(a)	promptly
                                            obtain, comply with and do all that is necessary to maintain in full force and effect any
                                            Authorisation (including the FCA Registration) required under any law or regulation of a
                                            Relevant Jurisdiction to:



 


		(i)	enable
                                            it to perform its obligations under the Finance Documents;



 


		(ii)	ensure
                                            the legality, validity, enforceability or admissibility in evidence of any Finance Document;
                                            and



 


		(iii)	carry
                                            on its business as conducted as at the date of this Agreement.



 






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		(b)	notify
                                            the Lender in writing of any Default (and the steps, if any, being taken to remedy it) promptly
                                            upon becoming aware of its occurrence and promptly following a request from the Lender supply
                                            a certificate signed by a director or senior officer on its behalf certifying that no Default
                                            is continuing (or if a Default is continuing, specifying the Default and the steps, if any,
                                            being taken to remedy it);



 


		(c)	comply
                                            in all material respects with all laws to which it may be subject, if failure so to comply
                                            would materially impair its ability to perform its obligations under the Finance Documents;
                                            and



 


		(d)	ensure
                                            that at all times any unsecured and unsubordinated claims of the Lender against it under
                                            the Finance Documents rank at least pari passu with the claims of all its other unsecured
                                            and unsubordinated creditors except those creditors whose claims are mandatorily preferred
                                            by laws of general application to companies.



 


	11.2	So
                                            long as any amount of the Loan and/or accrued Interest remain outstanding under the Finance
                                            Documents, the Borrower shall not, and shall ensure that no member of the Group will, (without
                                            the Lender’s prior written approval) undertake or incur any of the following:



 


		(a)	any
                                            single cost or expense in excess of USD 500,000, or monthly cumulative related costs or expenses
                                            in excess of USD 1,000,000;



 


		(b)	capital
                                            expenditures in excess of USD 100,000 per month;



 


		(c)	transactions
                                            with related parties;



 


		(d)	declare,
                                            make or pay any dividend or other distribution (whether in cash or in kind) on or in respect
                                            of its share capital;



 


		(e)	financial
                                            indebtedness other than any financial indebtedness incurred for the sole purpose of and contemporaneously
                                            with repaying a Tranche of the Loan on its Maturity Date in an amount not exceeding the amount
                                            required to repay such Tranche of the Loan on its Maturity Date and (in the case of the repayment
                                            of the final Tranche of the Loan) to cover the Borrower’s subsequent working capital
                                            requirements;



 


		(f)	create
                                            or permit to subsist any Security over any of its assets;



 


		(g)	



 


		(i)	sell,
                                            transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased
                                            to or re-acquired by the Borrower or any other member of the Group;



 


		(ii)	sell,
                                            transfer or otherwise dispose of any of its receivables on recourse terms;



 


		(iii)	enter
                                            into any arrangement under which money or the benefit of a bank or other account may be applied,
                                            set-off or made subject to a combination of accounts; or



 


		(iv)	enter
                                            into any other preferential arrangement having a similar effect,



 


in
circumstances where the arrangement or transaction is entered into primarily as a method of raising financial indebtedness or of financing
the acquisition of an asset (“Quasi-Security”);


 


		(h)	equity
                                            issuances other than (i) market making agreements with GSR Markets Limited, Parallel Management
                                            Limited and Kronos Asset Management Limited, provided such equity issuances are made in accordance
                                            with the terms of the corresponding market making agreements disclosed in the Data Room and/or
                                            (ii) for the sole purpose of and contemporaneously with repaying a Tranche of the Loan in
                                            an amount not exceeding the amount required to repay such Tranche of the Loan on its Maturity
                                            Date and (in the case of the repayment of the final Tranche of the Loan) to cover the Borrower’s
                                            subsequent working capital requirements;



 






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		(i)	payment
                                            or award of any bonus to staff or payment of any extraordinary compensation unless recommended
                                            to the Borrower’s Nomination and Compensation Committee by the Chief Executive Officer
                                            and the Chief Financial Officer and subsequently approved by such Committee; and



 


		(j)	prepayment
                                            of all of any part of the Loan other than as expressly permitted by the terms of this Agreement.



 


	12.	Representations
                                            and Warranties



 


	12.1	The
                                            Borrower makes the representations and warranties set out in this Clause 12.1 in respect
                                            of itself and each member of the Group to the Lender on the date of this Agreement and on
                                            each Drawdown Date:



 


		(a)	it
                                            is duly incorporated, validly existing and in good standing under the laws of its jurisdiction
                                            of incorporation;



 


		(b)	it
                                            has the power to enter into, perform and deliver, and has taken all necessary action to authorise
                                            its entry into, performance and delivery of, the Finance Documents, and the transactions
                                            contemplated by the Finance Documents;



 


		(c)	the
                                            obligations expressed to be assumed by it in each Finance Document are legal, valid, binding
                                            and enforceable obligations, enforceable against it in accordance with its terms;



 


		(d)	the
                                            entry into and performance by it of, and the transactions contemplated by, the Finance Documents
                                            and the granting of the Security do not and will not conflict with its constitutive documents,
                                            any agreement or arrangement to which it or its assets are bound, or any law, regulation
                                            or order to which it or its asset is bound or subject;



 


		(e)	no
                                            limits on its powers will be exceeded as a result of the borrowing, grant of security or
                                            giving of guarantees or indemnities contemplated by the Finance Documents to which it is
                                            a party;



 


		(f)	the
                                            execution and delivery of, and the performance by it of its obligations under, the Finance
                                            Documents to which it is a party and as contemplated therein will not require it to obtain
                                            any consent or approval of, or give any notice to or make any registration with, any governmental,
                                            regulatory or other authority which has not been obtained or made at the date hereof both
                                            on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal
                                            or regulatory entitlement to revoke the same other than by reason of any misrepresentation
                                            or misstatement);



 


		(g)	all
                                            Authorisations required to conduct its business have been obtained and are in full force
                                            and effect;



 


		(h)	the
                                            FCA Registration is in full force and effect;



 


		(i)	it
                                            is in compliance with all listing requirements of any stock exchange or regulatory authority
                                            on which its shares are admitted to trading;



 






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		(j)	no
                                            regulatory or governmental authority or any stock exchange has threatened or taken any steps
                                            to suspend and/or revoke any Authorisations (including, but not limited to, the FCA Registration)
                                            or listing;



 


		(k)	the
                                            choice of governing law of the Finance Documents will be recognized and enforced in its Relevant
                                            Jurisdictions and any judgment obtained in relation to a Finance Document in the jurisdiction
                                            of the governing law of that Finance Document will be recognized and enforced in its Relevant
                                            Jurisdiction;



 


		(l)	no
                                            corporate action, legal proceeding or other procedure or step described in Clause ‎13.6
                                            has been taken in relation to any member of the Group and none of the circumstances described
                                            in Clause ‎13.5 applies to any member of the Group;



 


		(m)	no
                                            Default is continuing or is reasonably likely to result from a utilisation of the Loan or
                                            the entry into, the performance of, or any transaction contemplated by, any Finance Document;



 


		(n)	save
                                            as disclosed in writing to the Lender prior to the date of this Agreement, any factual information
                                            provided to the Lender was true and accurate in all material respects as at the date of the
                                            relevant document containing the information (or as the case may be) as at the date the information
                                            is expressed to be given;



 


		(o)	so
                                            far as it is aware, it has conducted its business and affairs and dealt with its assets in
                                            all material respects in accordance with all applicable laws;



 


		(p)	no
                                            Security or Quasi-Security exists over all or any of the present or future assets of any
                                            member of the Group;



 


		(q)	the
                                            Transaction Security has or will have first ranking priority and is not subject to any prior
                                            ranking or pari passu ranking Security;



 


		(r)	the
                                            shares which are subject to the Transaction Security are fully paid or credited as fully
                                            paid and not subject to any option to purchase or similar rights;



 


		(s)	there
                                            are no actions, suits, claims or proceedings of material nature, pending or threatened against
                                            or affecting it or any of its property which, if adversely determined, would materially impair
                                            its ability to perform its obligations under the Finance Documents; and



 


		(t)	no
                                            order has been made or petition presented or resolution passed for the winding-up or administration
                                            of the Borrower or any member of the Group, and to the best of the knowledge, information
                                            and belief of the Borrower or any member of the Group, there are no grounds on which any
                                            person would be entitled to have the Borrower or any member of the Group wound-up or placed
                                            in administration.



 


	12.2	The
                                            Lender makes the representations and warranties set out in this Clause ‎12.2 to the Borrower
                                            on the date of this Agreement and on each Drawdown Date:



 


		(a)	it
                                            is duly incorporated, validly existing and in good standing under the laws of its jurisdiction
                                            of incorporation;



 


		(b)	it
                                            has the power to enter into, perform and deliver, and has taken all necessary action to authorise
                                            its entry into, performance and delivery of, the Finance Documents, and the transactions
                                            contemplated by the Finance Documents;



 


		(c)	the
                                            obligations expressed to be assumed by it in each Finance Document are legal, valid, binding
                                            and enforceable obligations, enforceable against it in accordance with its terms;



 


		(d)	the
                                            entry into and performance by it of, and the transactions contemplated by, the Finance Documents
                                            do not and will not conflict with its constitutive documents, any agreement or arrangement
                                            to which it or its assets are bound, or any law, regulation or order to which it or its asset
                                            is bound or subject; and



 


		(e)	no
                                            corporate action, legal proceeding or other procedure or step described in Clause ‎13.6
                                            has been taken in relation to it and none of the circumstances described in Clause ‎13.5
                                            applies to it.



 


	13.	Events
                                            of Default



 


Each
of the events or circumstances set out in this Clause ‎13 is an Event of Default (save for Clause ‎13.12 (Acceleration)).


 


	13.1	Non-payment



 


The
Borrower or any member of the Group does not pay on the due date any amount payable pursuant to a Finance Document at the place at and
in the currency in which it is expressed to be payable unless:


 


		(a)	its
                                            failure to pay is caused by administrative or technical error; and



 


		(b)	payment
                                            is made within 3 Business Days of its due date.



 






    	10



    	 



    

 


	13.2	Other
                                            obligations



 


		(a)	The
                                            Borrower or any member of the Group does not comply with any provision of the Finance Documents
                                            (other than those referred to in Clause ‎13.1 (Non-payment).



 


		(b)	No
                                            Event of Default under paragraph ‎(a) above will occur if the failure to comply is capable
                                            of remedy and is remedied within 20 Business Days of the earlier of (i) the Lender giving
                                            notice to the Borrower and (ii) the Borrower becoming aware of the failure to comply.



 


	13.3	Misrepresentation



 


		(a)	Any
                                            representation or statement made or deemed to be made by the Borrower or any member of the
                                            Group in the Finance Documents or any other document delivered by or on behalf of the Borrower
                                            or any member of the Group under or in connection with any Finance Document is or proves
                                            to have been incorrect or misleading when made or deemed to be made.



 


		(b)	No
                                            Event of Default under paragraph ‎(a) above will occur if the failure to comply is capable
                                            of remedy and is remedied within 20 Business Days of the earlier of (i) the Lender giving
                                            notice to the Borrower and (ii) the Borrower becoming aware of the failure to comply.



 


	13.4	Cross
                                            default



 


		(a)	Any
                                            financial indebtedness of any member of the Group is not paid when due nor within any originally
                                            applicable grace period.



 


		(b)	Any
                                            financial indebtedness of any member of the Group is declared to be or otherwise becomes
                                            due and payable prior to its specified maturity as a result of an event of default (however
                                            described).



 


		(c)	Any
                                            commitment for any financial indebtedness of any member of the Group is cancelled or suspended
                                            by a creditor of any member of the Group as a result of an event of default (however described).



 


		(d)	Any
                                            creditor of any member of the Group becomes entitled to declare any financial indebtedness
                                            of any member of the Group due and payable prior to its specified maturity as a result of
                                            an event of default (however described).



 


	13.5	Insolvency



 


		(a)	A
                                            member of the Group:



 


		(i)	is
                                            unable or admits inability to pay its debts as they fall due;



 


		(ii)	is
                                            deemed to, or is declared to, be unable to pay its debts under applicable law;



 


		(iii)	suspends
                                            or threatens to suspend making payments on any of its debts; or



 


		(iv)	by
                                            reason of actual or anticipated financial difficulties, commences negotiations with one or
                                            more of its creditors (excluding the Lender in its capacity as such) with a view to rescheduling
                                            any of its indebtedness.



 


		(b)	The
                                            value of the assets of any member of the Group is less than its liabilities (taking into
                                            account contingent and prospective liabilities).



 


		(c)	A
                                            moratorium is declared in respect of any indebtedness of any member of the Group. If a moratorium
                                            occurs, the ending of the moratorium will not remedy any Event of Default caused by that
                                            moratorium.



 






    	11



    	 



    

 


	13.6	Insolvency
                                            Proceedings



 


		(a)	Any
                                            corporate action, legal proceedings or other procedure or step is taken in relation to:



 


		(i)	the
                                            suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration
                                            or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of
                                            any member of the Group;



 


		(ii)	a
                                            composition, compromise, assignment or arrangement with any creditor of any member of the
                                            Group;



 


		(iii)	the
                                            appointment of a liquidator, receiver, administrative receiver, administrator, compulsory
                                            manager or other similar officer in respect of any member of the Group or any of their assets;
                                            or



 


		(iv)	enforcement
                                            of any Security over any assets of any member of the Group,



 


or
any analogous procedure or step is taken in any jurisdiction.


 


		(b)	Paragraph
                                            ‎(a) shall not apply to any winding-up petition which is frivolous or vexatious and is
                                            discharged, stayed or dismissed within 14 days of commencement.



 


	13.7	Creditors’
                                            Process



 


Any
expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets
of a member of the Group and is not discharged within 30 days.


 


	13.8	Cessation
                                            of business



 


Any
member of the Group suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.


 


	13.9	Expropriation



 


The
authority or ability of any member of the Group to conduct its business is limited or wholly or substantially curtailed by any seizure,
expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority
or other person in relation to any member of the Group or any of its assets.


 


	13.10	Repudiation
                                            and rescission of agreements



 


Any
member of the Group rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or any of the Transaction
Security or evidences an intention to rescind or repudiate a Finance Document or any Transaction Security


 


	13.11	Acceleration



 


On
and at any time after the occurrence of an Event of Default, the Lender may:


 


		(a)	by
                                            notice to the Borrower:



 


		(i)	cancel
                                            the Loan at which time the Loan shall be immediately cancelled any undrawn Tranche shall
                                            immediately cease to be available for utilisation;



 


		(ii)	declare
                                            that all or part of the Loan, together with accrued interest and all other amounts accrued
                                            or outstanding under the Finance Documents be immediately due and payable, at which time
                                            they shall become immediately due and payable; and/or



 


		(iii)	that
                                            all or part of the Loan be payable on demand, at which time it shall immediately become payable
                                            on demand by the Lender; and/or



 


		(b)	exercise
                                            any or all of its rights, remedies, powers or discretions under the Finance Documents.



 






    	12



    	 



    

 


	14.	General
                                            Terms



 


	14.1	Entire
                                            Agreement



 


The
Parties expressly acknowledge that they have read this Agreement and have understood its provisions. No promise, inducement, representation
or agreement other than as expressly set forth in this Agreement has been made to or by the Parties. The Parties agree that this Agreement,
the Schedules hereto and all other documents referred to herein, shall constitute the entire agreement between them with respect to the
subject matters of this Agreement, and shall supersede all prior or contemporaneous proposals, agreements and all other communications
(whether written or oral, express or implied) entered into between the Parties in respect of the matters dealt with in it.


 


	14.2	Duration
                                            and Termination



 


This
Agreement shall terminate and cease to have any further force or effect upon the full repayment by the Borrower of all amounts due and
owing to the Lender under the Finance Documents, upon the issuance of Conversion Shares, together with any amounts in excess of the Maximum
Conversion Amount, in an amount equal to repay the Loan in full (as the case may be), or with the agreement of the Parties hereto in
writing, whichever is earlier.


 


	14.3	Relationship
                                            of the Parties



 


This
Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship among the
Parties.


 


	14.4	Assignment



 


		(a)	The
                                            Borrower shall not transfer or assign all or any of its rights, obligations or benefits hereunder
                                            in whole or in part to any third party, unless with the prior written consent of the Lender.



 


		(b)	The
                                            Lender shall be permitted to transfer or assign all or any of its rights, obligations or
                                            benefits hereunder in whole or in part to any of its affiliates (including but not limited
                                            to its holding companies, subsidiaries and persons under common control with it) without
                                            the consent of the Borrower, provided such transfer or assignment is made to a person that
                                            satisfies the “know your customer” checks conducted by the Borrower pursuant
                                            to the applicable laws, regulations and listing rules (the “AML Proviso”).
                                            The Lender shall be permitted to transfer or assign all or any of its rights, obligations
                                            or benefits hereunder in whole or in part to any other person, subject to the AML Proviso
                                            and provided that the Lender’s rights under Clauses 9 and 11.2 shall not be assignable
                                            to any such other person without the Borrower’s prior written consent and the Conversion
                                            Price shall be separately agreed between the Borrower and such other person.



 


		(c)	All
                                            the terms and conditions of this Agreement shall be binding upon and inure to the benefit
                                            of the Parties and their respective permitted assigns and successors-in-title.



 


	14.5	Severance



 


If
any term of this Agreement is held by a court of competent jurisdiction to be wholly or partly illegal, invalid or unenforceable, the
same shall be deemed to be deleted from this Agreement and be of no force and effect, whereas the other terms hereof shall remain in
full force and effect. In the event of such deletion, and if the commercial basis of this Agreement is, whether by reason of any illegality
or change in circumstances, substantially altered, the Parties shall review and agree on revisions mutually acceptable to them which
shall most closely reflect their original intent and purposes in place of the terms so deleted.


 


	14.6	Further
                                            Assurance



 


		(a)	The
                                            Borrower and each member of the Group shall promptly do all such acts or execute all such
                                            documents (including assignments, transfers, mortgages, charges, notices and instructions)
                                            as the Lender may reasonably specify (and in such form as the Lender may reasonably require
                                            in favour of the Lender or its nominee(s)):



 


		(i)	to
                                            perfect the Security created or intended to be created under or evidenced by the Transaction
                                            Security Document (which may include the execution of a mortgage, charge, assignment or other
                                            Security over all or any of the assets which are, or are intended to be, the subject of the
                                            Transaction Security) or for the exercise of any rights, powers and remedies of the Lender
                                            provided by or pursuant to the Finance Documents or by law; and/or



 






    	13



    	 



    

 


		(ii)	to
                                            facilitate the realisation of the assets which are, or are intended to be, the subject of
                                            the Transaction Security.



 


		(b)	The
                                            Borrower and each member of the Group shall take all such action as is available to it (including
                                            making all filings and registrations) as may be necessary for the purpose of the creation,
                                            perfection, protection or maintenance of any Security conferred or intended to be conferred
                                            on the Lender by or pursuant to the Finance Documents.



 


	14.7	Future
                                            discussions



 


No
later than three calendar months following the date of this Agreement, the Parties shall discuss in good faith a merger (or similar process)
between the Lender and the Borrower such that the shareholders of the Lender shall ultimately own between 98% and 98.5% of the entire
issued share capital of the Borrower.


 


	14.8	Amendments



 


No
amendment, modification of or addition to any provision of this Agreement shall be effective unless made in writing and signed by the
duly authorised representatives of the Parties.


 


	14.9	Costs



 


Each
Party shall bear and pay its own costs and expenses in connection with the preparation of this Agreement, including without limitation,
the fees of legal advisers incurred in connection with the preparation and negotiation of this Agreement.


 


	14.10	Notices



 


		(a)	All
                                            notices or other communications under or in connection with this Agreement shall be in English
                                            and in writing and sent by courier or pdf attachment to an e-mail addressed to the intended
                                            recipient thereof at its address or e-mail address as notified by each Party to the other
                                            prior to the first Drawdown Date (or to such other address or e-mail address as any Party
                                            may from time to time notify the other Party).



 


		(b)	Any
                                            such notice or communication shall be deemed to have been served on and received by the addressee:



 


		(i)	if
                                            sent by courier, at the time that its receipt is signed for, whether or not the person signing
                                            for such receipt has authority to do so; and



 


		(ii)	if
                                            sent by e-mail, at the time of its transmission, provided that no notification was received
                                            by the sender that the e-mail was undeliverable and that where transmission occurs after
                                            6:00 p.m. on a working day or on a day which is not a Business Day, service shall be deemed
                                            to occur at 9:00 a.m. on the next following Business Day.



 


	14.11	Third
                                            Party Rights



 


A
person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this Agreement.


 


	14.12	Counterparts



 


This
Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Any Party may enter into this Agreement by signing any counterpart and each counterpart may be signed and executed by the Parties and
transmitted by electronic transmission and shall be valid and effectual as if executed as an original.


 


	14.13	Governing
                                            Law



 


This
Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.


 






    	14



    	 



    

 


	14.14	Jurisdiction



 


		(a)	The
                                            courts of England have exclusive jurisdiction to settle any dispute arising out of or in
                                            connection with this Agreement (including a dispute relating to the existence, validity or
                                            termination of this Agreement or any non-contractual obligation arising out of or in connection
                                            with this Agreement) (a “Dispute”).



 


		(b)	The
                                            Parties agree that the courts of England are the most appropriate and convenient courts to
                                            settle Disputes and accordingly no Party will argue to the contrary.



 


		(c)	Notwithstanding
                                            paragraphs ‎(a) and ‎(b) above, the Lender shall not be prevented from taking proceedings
                                            relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law,
                                            the Lender may take concurrent proceedings in any number of jurisdictions.



 


		(d)	Without
                                            prejudice to any other mode of service allowed under any relevant law, the Borrower:



 


		(i)	irrevocably
                                            appoints Digivault, as its agent for service of process in relation to any proceedings before
                                            the English courts in connection with any Finance Document; and



 


		(ii)	agrees
                                            that failure by an agent for service of process to notify the Borrower of the process will
                                            not invalidate the proceedings concerned.



 


(the
rest of this page is intentionally left blank)


 






    	15



    	 



    

 


SCHEDULE
1 


 


FORM
OF CONVERSION NOTICE


 


	To:	Eqonex Limited as Borrower
	 
	From:	 Bifinity UAB as Lender




 


Dated:
    _______________


 


Eqonex
Limited — Convertible Loan Agreement dated __ March 2022 (as amended and/or amended and restated from time to time) (the “Agreement”)


 


	1.	We
                                            refer to the Agreement. This letter shall take effect as a Conversion Notice for the purpose
                                            of the Agreement. Terms defined in or construed for the purpose of the Deed have the same
                                            meaning in this letter unless given a different meaning in this letter.



 


	2.	We
                                            refer to clause 6 (Conversion) of the Agreement and hereby irrevocably elect to convert [all
                                            or a portion of the outstanding principal amount] of the Tranche (the Conversion Tranche)
                                            drawn on _______________ and all accrued but unpaid Interest outstanding in connection therewith
                                            under the Agreement specified below into the fully paid Conversion Shares in accordance with
                                            terms of the Agreement.



 


		(a)	Total
                                            outstanding US$ principal amount of all or a portion of the Conversion Tranche and all accrued
                                            but unpaid Interest outstanding in connection therewith under the Agreement, that needs to
                                            be converted:



 


Total
outstanding US$ principal amount of all or a portion of the Conversion Tranche: USD_______________


 


Accrued
but unpaid Interest outstanding amounts: _______________


 


		(b)	Name(s)
                                            and address(es) of person(s) and/or their respective nominee(s) in whose name(s) the Conversion
                                            Shares required to be delivered on exercise of the Conversion Right are to be registered
                                            in the Register of Members on the pursuant to the Agreement:



 


	Name
    of the person and/or its 

nominee	 	Address	 	Number
    of Conversion

 Shares to be allotted and issued
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


		(c)	[We
                                            hereby request that the certificates for the Conversion Shares, be dispatched (at our risk
                                            and expense) to the person whose name, contact person, address, are given below and in the
                                            manner specified below:



 


[
]


 


	3.	This
                                            letter and any non-contractual obligations arising out of or in connection with it are governed
                                            by English law.



 


for
and on behalf of


 


BIFINITY
UAB


 


	 	 
	Name:	 
	Title:	 



 






    	16



    	 



    

 


SIGNATURE
PAGE


 


	 	 
	LENDER	 
	 	 
	Signed by	 
	 	 
	/s/ Jonathan Farnell	 
	for and on behalf of BIFINITY UAB	 
	Name: Jonathan Farnell	 
	Title: CEO	 
	 	 
	BORROWER	 
	 	 
	Signed by	 
	 	 
	/s/ Yoon Chi Won	 
	for and on behalf of EQONEX LIMITED	 
	Name: Yoon Chi Won	 
	Title: Chairman	 




 






    	17



    	 



    

 


Amendment
Agreement to Convertible Loan Agreement


 


This
amendment agreement is made as of 11 March 2022 (this “Amendment”) between


 


	(1)	BIFINITY
                                            UAB, a company established under the laws of the Republic of Lithuania and having its
                                            registered office at Didžioji st. 18, Vilnius, Republic of Lithuania with registration
                                            number 305595206 (the “Lender”);
                                            and



 


	(2)	EQONEX
                                            LIMITED, a limited liability company incorporated under the laws of Singapore, the shares
                                            of which are listed on the Nasdaq Stock Market (stock code NASDAQ: EQOS) (the “Borrower”),



 


(collectively,
the “Parties” and each a “Party”).


 


WHEREAS


 


	(A)	the
                                            Borrower and the Lender entered into a Convertible Loan Agreement, dated as of 7 March 2022
                                            (the “Agreement”) and a Share Charge, dated as of 10 March 2022 (the “Original
                                            Share Charge”);



 


	(B)	the
                                            Borrower and Lender hereby desire to amend the Agreement in accordance with the terms set
                                            out in this Amendment and to terminate the Original Share Charge; and



 


	(C)	the
                                            Lender and Diginex (as defined below), a wholly-owned subsidiary of the Borrower, intend
                                            to enter into a new share charge in respect of 24.9% of the share capital of Digivault on
                                            or about the date hereof.



 


NOW
IT IS HEREBY AGREED as follows:


 


	1.	Amendments



 


	1.1	The
                                            following amendments shall be made to the Agreement on and from the date of this Amendment:



 


		(a)	The
                                            following new definition is added to clause 1.1 of the Agreement:



 


““Diginex”
means Diginex Limited, a company incorporated under the laws of Hong Kong with company number 2540890 and with its registered office
address at Suites 1206-1209, Level 12, Three Pacific Place, 1 Queen’s Road East, Hong Kong.”


 


		(b)	The
                                            definition of “Transaction Security Document” in clause 1.1 of the Agreement
                                            is deleted and replaced in its entirety with the following:



 


““Transaction
Security Document” means the share charge granted by Diginex in favour of the Lender over 24.9% of the shares of Digivault.”


 


		(c)	Clause
                                            1.2(i) of the Agreement is deleted and replaced in its entirety with the following:



 


“a
“Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement
or instrument as amended, novated, supplemented, extended, restated (however fundamentally and whether or not more onerously) or replaced
and includes any change in the purpose of, any extension of or any increase in any loan or the addition of any new facility under that
Finance Document or other agreement or instrument;”


 


		(d)	Clause
                                            1.2(ii) of the Agreement is deleted and replaced in its entirety with the following:



 


“the
“Borrower”, the “Lender”, any “Party”, “Diginex” or any other
person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights
and/or obligations under the relevant Finance Document;”


 


		(e)	Clause
                                            3.1(a) of the Agreement is deleted and replaced in its entirety with the following:



 


“a
copy of this Agreement duly executed by the Borrower and the Transaction Security Document duly executed by Diginex;”


 






    	1



     


    

 


		(f)	The
                                            word “and” at the end of clause 3.1(d) of the Agreement is deleted.



 


		(g)	The
                                            full stop at the end of clause 3.1(e) is deleted and replaced with “; and”.



 


		(h)	The
                                            following is added as a new clause 3.1(f) of the Agreement:



 


“a
copy of a resolution of the board of directors and (if required by applicable law, regulation, listing requirements or the constitutional
documents of Diginex) shareholders of Diginex:


 


		(i)	approving
                                            the terms of and the transactions contemplated by the Finance Documents to which it is a
                                            party and resolving that it execute, deliver and perform such Finance Documents;



 


		(ii)	authorising
                                            a specified person or persons to execute the Finance Documents to which it is a party on
                                            its behalf; and



 


		(iii)	authorizing
                                            a specified person or persons, on its behalf, to sign and/or despatch all documents and notices
                                            to be signed and/or despatched by it under or in connection with the Finance Documents to
                                            which it is a party.”



 


		(i)	The
                                            following is added as a new Clause 11.3 of the Agreement:



 


“So
long as any amount of the Loan and/or accrued Interest remain outstanding under the Finance Documents, the Borrower shall ensure that
it legally and beneficially owns (directly or indirectly) 100% of the issued share capital of Diginex.”


 


	2.	Termination
                                            of the Original Share Charge



 


	2.1	The
                                            Borrower and the Lender hereby agree that, on and from the date of this Agreement, the Original
                                            Share Charge shall hereby be terminated and shall have no further force and effect, and any
                                            security purported to be granted thereunder is hereby released.



 


	3.	Miscellaneous



 


	3.1	Capitalized
                                            terms used but not defined herein have the meanings set forth in the Agreement.



 


	3.2	Any
                                            reference in this Amendment to a “Finance Document” or any other agreement
                                            or instrument is a reference to that Finance Document or other agreement or instrument as
                                            amended, novated, supplemented, extended, restated (however fundamentally and whether or
                                            not more onerously) or replaced and includes any change in the purpose of, any extension
                                            of or any increase in any loan or the addition of any new facility under that Finance Document
                                            or other agreement or instrument.



 


	3.3	This
                                            Amendment and any non-contractual obligations arising out of or in connection with it are
                                            governed by English law.



 


	3.4	Clauses
                                            1.2, 14.5 (Severance), 14.11 (Third party rights), 14.12 (Counterparts)
                                            and 14.14 (Jurisdiction) of the Agreement shall be incorporated herein by reference
                                            mutatis mutandis.



 


	3.5	On
                                            and from the date of this Amendment, the Agreement and this Amendment shall be read and construed
                                            as one document.



 


	3.6	On
                                            and from the date of this Amendment, references in the Agreement to “this Agreement”,
                                            “hereunder”, “herein” and like terms or to any provision of the Agreement
                                            shall be construed as a reference to the Agreement as amended by this Amendment.



 


[Signature
Page Follows]


 






    	2



     


    

 


SIGNATURE
PAGE


 


	 	 
	LENDER	 
	 	 
	Signed by	 
	 	 
	/s/ Jonathan Farnell	 
	for and on behalf of BIFINITY UAB	 
	Name: Jonathan Farnell	 
	Title: CEO	 
	 	 
	BORROWER	 
	 	 
	Signed by	 
	 	 
	/s/ Yoon Chi Won	 
	for and on behalf of EQONEX LIMITED	 
	Name: Yoon Chi Won	 
	Title: Chairman	 




 






    	 



     


    

 


Second
Amendment Agreement to Convertible Loan Agreement


 


This
second amendment agreement (this “Amendment”) is made as of 15 August 2022 between:


 


	(1)	BIFINITY
    UAB, a company established under the laws of the Republic of Lithuania and having its registered office at J. Balcikonio st.
    3, Vilnius, Republic of Lithuania with registration number 305595206 (the “Lender”); and
	 	 
	(2)	EQONEX
    LIMITED, a limited liability company incorporated under the laws of Singapore, the shares of which are listed on the Nasdaq Stock
    Market (stock code NASDAQ: EQOS) (the “Borrower”),
	 	 
	 	(collectively,
    the “Parties” and each a “Party”).


 


WHEREAS


 


	(A)	the
    Borrower and the Lender entered into a Convertible Loan Agreement dated as of 7 March 2022 (the “Agreement”),
    as subsequently amended by an amendment agreement between the same parties dates as of 11 March 2022 (the “Convertible Loan
    First Amendment Agreement”) (the Agreement as so amended by the Convertible Loan First Amendment Agreement, the “First
    Amended Agreement”).
	 	 
	(B)	as
    a condition precedent to the First Amendment Agreement, the Lender and Diginex (as defined in the First Amended Agreement), a wholly-owned
    subsidiary of the Borrower, entered into the Transaction Security Document (as defined in the First Amendment Agreement) in respect
    of the shares in Digivault (as defined in the First Amendment Agreement).
	 	 
	(C)	the
    Lender and Diginex now intend to enter into the Transaction Security Document Amendment Deed (as defined) on or around the date of
    this Amendment to amend the Transaction Security Document.
	 	 
	(D)	the
    Borrower and Lender hereby desire to amend the First Amended Agreement in accordance with the terms set out in this Amendment to
    reflect the entry into the Transaction Security Document Amendment Deed.


 


NOW
IT IS HEREBY AGREED as follows:


 


	1.	Amendments
	 	 
	1.1	The
    following amendments shall be made to the Agreement on and from the date of this Amendment:


 


	 	(a)	The
    following new definition is added to clause 1.1 of the Agreement:
	 	 	 
	 	(b)	““Convertible
    Loan First Amendment Agreement” means the amendment agreement dated as of 11 March 2022 between the Lender and the Borrower
    amending this Agreement.”
	 	 	 
	 	(c)	The
    following new definition is added to clause 1.1 of the Agreement:
	 	 	 
	 	 	““Convertible
    Loan Second Amendment Agreement” means the amendment agreement dated as of 15 August 2022 between the Lender and the Borrower
    amending this Agreement.”
	 	 	 
	 	(d)	The
    following new definition is added to clause 1.1 of the Agreement:
	 	 	 
	 	 	““Transaction
    Security Document Amendment Deed” means the amendment deed dated as of 15 August 2022 between Diginex and the Lender amending
    the Transaction Security Document to cover 100% of the shares in Digivault from time to time.”
	 	 	 
	 	(e)	The
    definition of “Finance Document” in clause 1.1 of the Agreement is deleted and replaced in its entirety with the
    following:
	 	 	 
	 	 	““Finance
    Document” means this Agreement, the Convertible Loan First Amendment Agreement, the Convertible Loan Second Amendment Agreement,
    the Transaction Security Document, the Transaction Security Document Amendment Deed, any Drawdown Request and any other document
    designated as a “Finance Document” by the Lender and the Borrower.”


 




    	1



    	 



    

 


	 	(f)	The
    definition of “Transaction Security Document” in clause 1.1 of the Agreement is deleted and replaced in its entirety
    with the following:
	 	 	 
	 	 	““Transaction
    Security Document” means the share charge dated as of 11 March 2022 granted by Diginex in favour of the Lender over shares
    of Digivault, as amended by the Transaction Security Document Amendment Deed.”
	 	 	 
	 	(g)	Clause
    3.1(a) of the Agreement is deleted and replaced in its entirety with the following:
	 	 	 
	 	 	“copies
    of this Agreement, the Convertible Loan First Amendment Agreement and the Convertible Loan Second Amendment Agreement duly executed
    by the Borrower, and copies of the Transaction Security Document and the Transaction Security Document Amendment Deed duly executed
    by Diginex;”


 


	2.	Miscellaneous
	 	 
	2.1	Capitalized
    terms used but not defined herein have the meanings set forth in the Agreement.
	 	 
	2.2	Any
    reference in this Amendment to a “Finance Document” or any other agreement or instrument is a reference to that
    Finance Document or other agreement or instrument as amended, novated, supplemented, extended, restated (however fundamentally and
    whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or any increase in any loan
    or the addition of any new facility under that Finance Document or other agreement or instrument.
	 	 
	2.3	This
    Amendment and any non-contractual obligations arising out of or in connection with it are governed by English law.
	 	 
	2.4	Clauses
    1.2, 14.5 (Severance), 14.11 (Third party rights), 14.12 (Counterparts) and 14.14 (Jurisdiction) of the
    First Amended Agreement shall be incorporated herein by reference mutatis mutandis. 
	 	 
	2.5	On
    and from the date of this Amendment, the First Amendment Agreement and this Amendment shall be read and construed as one document.
	 	 
	2.6	On
    and from the date of this Amendment, references in the Agreement to “this Agreement”, “hereunder”, “herein”
    and like terms or to any provision of the Agreement shall be construed as a reference to the First Amendment Agreement as amended
    by this Amendment.


 


[Signature
Page Follows]


 




    	2



    	 



    

 


SIGNATURE
PAGE


 


LENDER


 


Signed
by


 


	/s/
    Saulius Galatiltis	 
	 	 
	for
    and on behalf of BIFINITY UAB	 
	Name:
    Saulius Galatiltis	 
	Title:
    CEO	 


 




    	 



    	 



    

 


BORROWER


 


Signed
by


 


	/s/
    Yoon Chi Won	 
	 	 
	for
    and on behalf of EQONEX LIMITED	 
	Name:
    Yoon Chi Won	 
	Title:
    Chairman	 


 




    	 



    	 



    

 


DATED
AS OF 11 March 2022


 


DIGINEX
LIMITED


as
the Chargor


 


in
favour of


 


BIFINITY
UAB


as
Lender


 


SHARE
CHARGE


 




    	 



     


    

 


CONTENTS


 


	1.	DEFINITIONS
    AND INTERPRETATION	1
	 	 	
	 	1.1	Definitions	1
	 	1.2	Incorporation
    of defined terms	2
	 	1.3	Construction	2
	 	1.4	Third
    Party Rights	2
	 	 	 	 
	2.	SECURITY
    INTERESTS	2
	 	 	 
	 	2.1	Creation
    of Security Interests	2
	 	 	 	 
	3.	RESTRICTIONS
    ON DEALING WITH SECURITY ASSETS	3
	 	 	 
	 	3.1	Negative
    pledge	3
	 	3.2	Disposals	3
	 	 	 	 
	4.	FURTHER
    ASSURANCE	3
	 	 	 
	5.	SHARES	3
	 	 	 
	 	5.1	Notification	3
	 	5.2	Documents	3
	 	5.3	Voting
    before enforcement	4
	 	5.4	Voting
    after enforcement	4
	 	5.5	Cash
    dividends before enforcement	4
	 	5.6	Cash
    dividends after enforcement	4
	 	5.7	Shares
    held by nominees of the Chargor	4
	 	5.8	Payment
    of calls	4
	 	 	 	 
	6.	GENERAL
    UNDERTAKINGS	5
	 	 	 
	 	6.1	Information	5
	 	6.2	No
    other prejudicial conduct	5
	 	6.3	Persons
    with Significant Control regime	5
	 	 	 	 
	7.	REPRESENTATIONS
    AND WARRANTIES	5
	 	 	 
	8.	ENFORCEMENT
    OF SECURITY INTERESTS	5
	 	 	 
	 	8.1	When
    enforceable	5
	 	8.2	Enforcement
    action	5
	 	8.3	Law
    of Property Act powers	5
	 	 	 	 
	9.	LAW
    OF PROPERTY ACT	6
	 	 	 
	 	9.1	Section
    101	6
	 	9.2	Section
    103	6
	 	9.3	Section
    93	6
	 	 	 	 
	10.	APPOINTMENT
    OF RECEIVERS	6
	 	 	 
	 	10.1	Appointment
    of Receivers	6
	 	10.2	Agent
    of Chargor	6
	 	10.3	Remuneration
    of Receivers	6
	 	 	 	 
	11.	RIGHTS
    AND LIABILITIES OF THE LENDER AND RECEIVERS	6
	 	 	 
	 	11.1	Rights
    of Receivers	6
	 	11.2	Rights
    of the Lender	7
	 	11.3	Delegation	7
	 	11.4	Financial
    collateral arrangement	7
	 	11.5	Possession	7
	 	11.6	Lender’s
    liability	7


 




    	i



     


    

 


CONTENTS


(Continued)


 


	Clause	Subject
    Matter	Page
	 	 	 
	12.	ORDER
    OF APPLICATION	8
	 	 	 
	13.	POWER
    OF ATTORNEY	8
	 	 	 
	 	13.1	Appointment	8
	 	13.2	Ratification	8
	 	 	 	 
	14.	Protection
    of third parties	8
	 	 	 
	15.	Saving
    provisions	9
	 	 	 
	 	15.1	Continuing
    Security	9
	 	15.2	Reinstatement	9
	 	15.3	Waiver
    of defences	9
	 	15.4	Chargor
    intent	10
	 	15.5	Immediate
    recourse	10
	 	15.6	Appropriations	10
	 	15.7	Deferral
    of Chargor’s rights	10
	 	15.8	Additional
    security	11
	 	15.9	Tacking	11
	 	 	 	 
	16.	Discharge
    of Security	11
	 	 	 
	 	16.1	Final
    redemption	11
	 	16.2	Retention
    of security	11
	 	 	 	 
	17.	Costs
    and expenses	11
	 	 	
	 	17.1	Expenses	11
	 	 	 	 
	18.	PAYMENTS	12
	 	 	 
	 	18.1	Undertaking
    to pay	12
	 	18.2	Demands	12
	 	18.3	Payments	12
	 	18.4	Continuation
    of accounts	12
	 	18.5	Contingencies	12
	 	 	 	 
	19.	REMEDIES,
    WAIVERS AND DETERMINATIONS	12
	 	 	 
	 	19.1	Remedies
    and waivers	12
	 	19.2	Certificates
    and Determinations	12
	 	 	 	 
	20.	Separate
    and independent obligations	12
	 	 	 
	21.	COUNTERPARTS	13
	 	 	 
	22.	GOVERNING
    LAW	13
	 	 	 
	23.	ENFORCEMENT	13
	 	 	 
	 	SCHEDULE
    1 RIGHTS OF RECEIVERS	14


 




    	ii



     


    

 


SHARE
CHARGE


 


THIS
DEED is dated as of        11       March 2022 and made between:


 


	(1)	DIGINEX
                                            LIMTED, a company incorporated under the laws of Hong Kong with company number 2540890
                                            and with its registered office address at Suites 1206-1209, Level 12, Three Pacific Place,
                                            1 Queen’s Road East, Hong Kong (the “Chargor”); and



 


	(2)	BIFINITY
                                            UAB, a company established under the laws of the Republic of Lithuania with registration
                                            number 305595206 whose registered office is at Didžioji str. 18, Vilnius, the Republic
                                            of Lithuania as the lender and secured party under this Deed (the “Lender”).



 


Background




 


	(A)	Under
                                            the Loan Agreement, the Lender has agreed to make available to the Borrower a USD 36,000,000
                                            convertible loan.



 


	(B)	It
                                            is a condition precedent to that convertible loan being made available that the Chargor enters
                                            into this Deed.



 


	(C)	The
                                            Lender and the Chargor intend this document to take effect as a deed (even though the Lender
                                            only executes it under hand).



 


IT
IS AGREED as follows:


 


	1.	DEFINITIONS
                                            AND INTERPRETATION



 


	1.1	Definitions



 


In
this Deed:


 


“Borrower”
means Eqonex Limited, a limited liability company incorporated under the laws of Singapore, the shares of which are listed on the Nasdaq
Stock Market (stock code NASDAQ: EQOS).


 


“Company”
means Digivault Limited, a private limited company registered in England and Wales with company number 11722222.


 


“Delegate”
means a delegate or sub-delegate appointed by the Lender or a Receiver in accordance with this Deed.


 


“Finance
Document” has the meaning given to such term in the Loan Agreement.


 


“Insolvency
Act” means the Insolvency Act 1986.


 


“Law
of Property Act” means the Law of Property Act 1925.


 


“Loan
Agreement” means the convertible loan agreement dated on or around the date of this Deed between the Borrower as borrower and
the Lender as lender.


 


“Party”
means a party to this Deed.


 


“Quasi-Security”
has the meaning given to such term in the Loan Agreement.


 


“Receiver”
means a receiver and manager or other receiver appointed in respect of all or any part of the Security Assets and shall, if allowed by
law, include an administrative receiver.


 




    	1



     


    

 


“Related
Rights” means means all dividends, distributions and other income paid or payable on a Share, together with all shares or other
property derived from any Share and all other allotments, accretions, rights, benefits and advantages of all kinds accruing, offered
or otherwise derived from or incidental to that Share (whether by way of conversion, redemption, bonus, preference, option or otherwise).


 


“Secured
Liabilities” means all present and future liabilities and obligations at any time due, owing or incurred by the Borrower to
the Lender under the Finance Documents, both actual and contingent and whether incurred solely or jointly or as principal or surety or
in any other capacity.


 


“Security
Assets” means the assets which from time to time are, or are expressed to be, the subject of the Security Interests or any
part of those assets.


 


“Security
Interests” means all or any of the Security created or expressed to be created in favour of the Lender by or pursuant to this
Deed.


 


“Shares”
means, in relation to the Chargor, all its right, title and interest from time to time in and to:


 


		(a)	24.9%
                                            of the entire issued share capital, from time to time, of the Company; and



 


		(b)	warrants,
                                            options and other rights to subscribe for, purchase or otherwise acquire any such shares,



 


in
each case including any rights against any custodian, nominee, clearing system or other similar person holding such right, title or interest
on its behalf.


 


	1.2	Incorporation
                                            of defined terms



 


Unless
a contrary indication appears, terms defined in the Loan Agreement have the same meaning in this Deed.


 


	1.3	Construction



 


		(a)	Any
                                            reference in this Deed to a “Finance Document” or any other agreement
                                            or instrument is a reference to that Finance Document or other agreement or instrument as
                                            amended, novated, supplemented, extended, restated (however fundamentally and whether or
                                            not more onerously) or replaced and includes any change in the purpose of, any extension
                                            of or any increase in any loan or the addition of any new facility under that Finance Document
                                            or other agreement or instrument.



 


		(b)	The
                                            provisions in clause 1.2 of the Loan Agreement apply to this Deed, except that references
                                            to the Loan Agreement shall be construed as references to this Deed.



 


	1.4	Third
                                            Party Rights



 


		(a)	Unless
                                            expressly provided to the contrary in a Finance Document, a person who is not a Party has
                                            no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties
                                            Act”) to enforce or to enjoy the benefit of any term of this Deed.



 


		(b)	Notwithstanding
                                            any term of any Finance Document, the consent of any person who is not a Party is not required
                                            to rescind or vary this Deed at any time.



 


	2.	SECURITY
                                            INTERESTS



 


	2.1	Creation
                                            of Security Interests



 


The
Chargor, as continuing security for the payment of the Secured Liabilities, charges in favour of the Lender with full title guarantee
by way of first fixed charge all its Shares and all corresponding Related Rights.


 




    	2



     


    

 


	3.	RESTRICTIONS
                                            ON DEALING WITH SECURITY ASSETS



 


	3.1	Negative
                                            pledge



 


The
Chargor shall not create or permit to subsist any Security or Quasi-Security over any Security Asset other than those created under this
Deed.


 


	3.2	Disposals



 


The
Chargor shall not enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary)
to sell, lease, transfer or otherwise dispose of any Security Asset.


 


	4.	FURTHER
                                            ASSURANCE



 


		(a)	The
                                            Chargor shall promptly do all such acts or execute all such documents (including assignments,
                                            transfers, mortgages, charges, notices and instructions) as the Lender may reasonably specify
                                            (and in such form as the Lender may reasonably require in favour of the Lender):



 


		(i)	to
                                            perfect the Security created or intended to be created under or evidenced by this Deed;



 


		(ii)	to
                                            facilitate the exercise of any rights, powers and remedies of the Lender or the Finance Parties
                                            provided by or pursuant to the Finance Documents or by law; and/or



 


		(iii)	while
                                            an Event of Default is continuing, to facilitate the realisation of the assets which are,
                                            or are intended to be, the subject of the Security Interests.



 


		(b)	The
                                            Chargor shall take all such action as is available to it (including making and assisting
                                            with all filings, applications and registrations) as may be necessary for the purpose of
                                            the creation, perfection, protection or maintenance of any Security conferred or intended
                                            to be conferred on the Lender or the Finance Parties by or pursuant to this Deed.



 


	5.	SHARES



 


	5.1	Notification



 


The
Chargor shall promptly notify the Lender of:


 


		(a)	its
                                            acquisition of, or agreement to acquire, any Share; and



 


		(b)	the
                                            declaration, payment, receipt, offer or issue of any Related Right in respect of any Share
                                            excluding any cash dividend.



 


	5.2	Documents



 


The
Chargor shall as soon as reasonably practicable, or where Shares are acquired by it after the date of this Deed, on the date of that
acquisition:


 


		(a)	deliver
                                            to the Lender, or as it directs, and the Lender shall be entitled to hold, all certificates
                                            (if any) and other documents of title or evidence of ownership in relation to the Shares;
                                            and



 


		(b)	deliver
                                            to the Lender, or as it directs, and the Lender shall be entitled to hold, transfers of the
                                            Shares, each executed in blank, and other documents relating to the Shares reasonably required
                                            by the Lender.



 




    	3



     


    

 


	5.3	Voting
                                            before enforcement



 


At
any time prior to the occurrence of an Event of Default which is continuing the Chargor shall be entitled to exercise or direct the exercise
of the voting and other rights attached to any Share provided that the exercise of or, as the case may be, the failure to exercise those
rights would not have an adverse effect on the value of the Shares or the Security Assets or the ability of the Lender to realise the
Security Interests and would not otherwise prejudice the interests of the Lender under any Finance Document.


 


	5.4	Voting
                                            after enforcement



 


At
any time while an Event of Default is continuing and the Lender has given notice to the Chargor that it intends to exercise its rights
under this Clause ‎5.4:


 


		(a)	the
                                            Lender or the Receiver shall be entitled to exercise or direct the exercise of the voting
                                            and other rights attached to any Share, and



 


		(b)	the
                                            Chargor shall comply or procure the compliance with any directions of the Lender or the Receiver
                                            in respect of the exercise of those rights and shall promptly execute and/or deliver to the
                                            Lender or the Receiver such forms of proxy as it requires with a view to enabling such person
                                            as it selects to exercise those rights.



 


	5.5	Cash
                                            dividends before enforcement



 


At
any time prior to the occurrence of an Event of Default, the Chargor shall be entitled to retain any cash dividend deriving from the
Shares.


 


	5.6	Cash
                                            dividends after enforcement



 


At
any time after the occurrence of an Event of Default, the Chargor shall hold any cash dividend deriving from the Shares received by it
on trust for the Lender and transfer or pay the same promptly to the Lender or as it may direct.


 


	5.7	Shares
                                            held by nominees of the Chargor



 


If
any Share is held in the name of a nominee of the Chargor, the Chargor shall promptly upon request by the Lender deliver to it an irrevocable
power of attorney, expressed to be given by way of security and executed as a deed by that nominee. That power of attorney shall appoint
the Lender, each Receiver and each Delegate, as the attorney of the holder and shall be in such form as the Lender requires.


 


	5.8	Payment
                                            of calls



 


		(a)	The
                                            Chargor shall promptly pay all calls or other payments in respect of any of its Shares.



 


		(b)	If
                                            the Chargor does not comply with paragraph ‎(a) above, the Lender may pay that
                                            call or other payment on behalf of the Chargor.



 


		(c)	The
                                            Chargor shall promptly on request by the Lender reimburse the Lender for any payment made
                                            by the Lender under this Clause ‎5.8.



 




    	4



     


    

 


	6.	GENERAL
                                            UNDERTAKINGS



 


	6.1	Information



 


The
Chargor shall supply to the Lender promptly such information regarding its financial condition, business and operations, its Security
Assets and its compliance with this Deed as the Lender may reasonably request.


 


	6.2	No
                                            other prejudicial conduct



 


The
Chargor shall not do, or permit to be done, anything which could prejudice the Security Interests.


 


	6.3	Persons
                                            with Significant Control regime



 


		(a)	In
                                            respect of any Shares which constitute Security Assets, the Chargor shall promptly:



 


		(i)	notify
                                            the Lender of its intention to issue, or its receipt of, any warning notice or restrictions
                                            notice under Schedule 1B of the Companies Act 2006 and provide to the Lender a copy of any
                                            such warning notice or restrictions notice;



 


		(ii)	respond
                                            to that notice within the prescribed timeframe; and



 


		(iii)	provide
                                            to the Lender a copy of the response sent/received in respect of such notice.



 


		(b)	For
                                            the purposes of withdrawing any restrictions notice or for any application to the court under
                                            Schedule 1B of the Companies Act 2006, the Chargor shall (and shall ensure that the relevant
                                            Finance Party will) provide such assistance as the Lender may reasonably request in respect
                                            of any Shares which constitute Security Assets and provide the Lender with all information,
                                            documents and evidence that it may reasonably request in connection with the same.



 


	7.	REPRESENTATIONS
                                            AND WARRANTIES



 


The
Chargor makes the representations and warranties set out in Clause 12 (Representations) of the Loan Agreement (with the exception
of sub-paragraph (i)) to the Lender on the date of this Deed and on each Drawdown Date, as if references therein to the Borrower were
references to the Chargor.


 


	8.	ENFORCEMENT
                                            OF SECURITY INTERESTS



 


	8.1	When
                                            enforceable



 


The
Security Interests shall be immediately enforceable on and at any time after the occurrence of an Event of Default.


 


	8.2	Enforcement
                                            action



 


At
any time after the Security Interests have become enforceable pursuant to Clause ‎8.1 (When enforceable) above, the Lender
may in its absolute discretion enforce all or any part of the Security Interests in any manner it sees fit.


 


	8.3	Law
                                            of Property Act powers



 


At
any time after the Security Interests have become enforceable pursuant to Clause ‎8.1 (When enforceable), the powers, authorities
and discretions conferred by the Law of Property Act on mortgagees, including the power of sale and other powers conferred by section
101 (Powers incident to estate or interest of mortgagee) of the Law of Property Act, as varied and extended by this Deed, shall
be immediately exercisable.


 




    	5



     


    

 


	9.	LAW
                                            OF PROPERTY ACT



 


	9.1	Section
                                            101



 


The
power of sale and other powers conferred by section 101 (Powers incident to estate or interest of mortgagee) of the Law of Property
Act on mortgagees, as varied and extended by this Deed, shall arise (and the Secured Liabilities shall be deemed due and payable for
that purpose) on the date of this Deed and shall be exercisable in accordance with Clause ‎8.3 (Law of Property Act powers).


 


	9.2	Section
                                            103



 


Section
103 (Regulation of exercise of power of sale) of the Law of Property Act shall not apply to this Deed.


 


	9.3	Section
                                            93



 


Section
93 (Restriction on consolidation of mortgages) of the Law of Property Act shall not apply to this Deed.


 


	10.	APPOINTMENT
                                            OF RECEIVERS



 


	10.1	Appointment
                                            of Receivers



 


If:


 


		(a)	requested
                                            by the Chargor; or



 


		(b)	the
                                            Security Interests have become enforceable pursuant to Clause ‎8.1 (When enforceable)
                                            above,



 


without
any notice or further notice, the Lender may, by deed or otherwise in writing signed by the Lender or any person authorised for this
purpose by the Lender, appoint one or more persons to be a Receiver of all or any part of the Security Assets. The Lender may similarly
remove any Receiver and appoint any person instead of any Receiver. If the Lender appoints more than one person as Receiver, the Lender
may give those persons power to act either jointly or severally.


 


	10.2	Agent
                                            of Chargor



 


Any
Receiver shall be the agent of the Chargor for all purposes. The Chargor alone shall be responsible for the Receiver’s contracts,
engagements, acts, omissions and defaults.


 


	10.3	Remuneration
                                            of Receivers



 


The
Lender may determine the remuneration of any Receiver and the maximum rate specified in section 109(6) (Appointment, powers, remuneration
and duties of receiver) of the Law of Property Act shall not apply. The Lender may direct payment of that remuneration out of moneys
it receives as Receiver. The Chargor alone shall be liable for the remuneration and all other costs, losses, liabilities and expenses
of the Receiver.


 


	11.	RIGHTS
                                            AND LIABILITIES OF THE LENDER AND RECEIVERS



 


	11.1	Rights
                                            of Receivers



 


Any
Receiver appointed pursuant to Clause ‎11 (Appointment of Receivers) shall have:


 


		(a)	the
                                            rights set out in ‎Schedule 1 (Rights of Receivers); and



 




    	6



     


    

 


		(b)	the
                                            rights, powers, privileges and immunities conferred by law, including:



 


		(i)	in
                                            the case of an administrative receiver, the rights, powers, privileges and immunities conferred
                                            by the Insolvency Act on administrative receivers duly appointed under the Insolvency Act;
                                            and



 


		(ii)	in
                                            all other cases, the rights, powers, privileges and immunities conferred by the Law of Property
                                            Act and the Insolvency Act on receivers or receivers and managers.



 


	11.2	Rights
                                            of the Lender



 


At
any time after the Security Interests have become enforceable, to the fullest extent permitted by law, any rights conferred by any Finance
Document or by law upon a Receiver may be exercised by the Lender, whether or not the Lender shall have appointed a Receiver of all or
any part of the Security Assets.


 


	11.3	Delegation



 


The
Lender may delegate in any manner to any person any rights exercisable by the Lender under any Finance Document. Any such delegation
may be made upon such terms and conditions (including power to sub-delegate) as the Lender thinks fit and the Lender may pass confidential
information to any such delegate.


 


	11.4	Financial
                                            collateral arrangement



 


		(a)	To
                                            the extent that this Deed constitutes a “financial collateral arrangement” (as
                                            defined in the Financial Collateral Arrangements (No. 2) Regulations 2003 (the “Financial
                                            Collateral Regulations”)) the Lender shall have the right at any time after the
                                            Security Interests have become enforceable pursuant to Clause ‎8.1 (When enforceable)
                                            above, to appropriate any Security Asset which constitutes “financial collateral”
                                            (as defined in the Financial Collateral Regulations (“Financial Collateral”))
                                            in such manner as it sees fit in or towards satisfaction of the Secured Liabilities in accordance
                                            with the Financial Collateral Regulations.



 


		(b)	If
                                            the Lender is required to value any Financial Collateral for the purpose of paragraph ‎(a)
                                            above, the value shall be, in the case of financial instruments or other Financial Collateral,
                                            their market value at the time of appropriation as reasonably determined (after appropriation)
                                            by the Lender by reference to a public index or or a valuation carried out by an independent
                                            investment bank, firm of accountants or other valuers appointed by the Lender.



 


		(c)	The
                                            Parties agree that the methods of valuation set out in paragraph ‎(b) are commercially
                                            reasonable for the purpose of the Financial Collateral Regulations.



 


	11.5	Possession



 


If
the Lender, any Receiver or any Delegate takes possession of the Security Assets, it may at any time relinquish possession. Neither the
Lender, any Receiver nor any Delegate shall be liable, by reason of viewing or repairing any of the present or future assets of the Chargor,
as a mortgagee in possession.


 


	11.6	Lender’s
                                            liability



 


Neither
the Lender, any Receiver nor any Delegate shall, either by reason of taking possession of the Security Assets or for any other reason
and whether as mortgagee in possession or otherwise, be liable for:


 


		(a)	any
                                            costs, losses, liabilities or expenses relating to the realisation of any Security Assets;
                                            or



 




    	7



     


    

 


		(b)	any
                                            act or omission of the Lender, any Receiver, any Delegate or their respective officers, employees
                                            or agents in relation to the Security Assets or in connection with the Finance Documents,
                                            unless directly caused by its gross negligence or willful misconduct.



 


	12.	ORDER
                                            OF APPLICATION



 


All
amounts from time to time received or recovered by the Lender or any Receiver pursuant to the terms of this Deed or in connection with
the realisation or enforcement of all or any part of the Security Interests shall be held by the Lender on trust to apply them at any
time as the Lender (in its discretion) sees fit, to the extent permitted by applicable law, in the following order of priority:


 


		(a)	in
                                            discharging any sums owing to any Receiver or any Delegate; and



 


		(b)	in
                                            discharging all costs and expenses incurred by any Finance Party in connection with any realisation
                                            or enforcement of the Security Interests or any action taken by the Lender under Clause ‎4
                                            (Further assurance);



 


		(c)	in
                                            payment or distribution to the Lender on its own behalf and on behalf of the other Finance
                                            Parties for application towards the discharge of the Secured Liabilities in accordance with
                                            the terms of the Loan Agreement;



 


		(d)	if
                                            the Chargor is not under any further actual or contingent liability under any Finance Document,
                                            in payment or distribution to any person to whom the Lender is obliged to pay or distribute
                                            in priority to the Chargor; and



 


		(e)	the
                                            balance, if any, in payment or distribution to the Chargor.;



 


	13.	POWER
                                            OF ATTORNEY



 


	13.1	Appointment



 


The
Chargor by way of security irrevocably appoints the Lender, each Receiver and each Delegate severally to be its attorney (with full power
of substitution), on its behalf and in its name or otherwise, at such time and in such manner as the attorney thinks fit:


 


		(a)	to
                                            do anything which the Chargor is obliged to do under this Deed but has not done so within
                                            5 (five) Business Days of the Lender notifying the Chargor of its failure to comply with
                                            the relevant obligation (including to do all such acts or execute all such documents, assignments,
                                            transfers, mortgages, charges, notices, instructions, filings and registrations as the Lender
                                            may reasonably specify (and in such form as the Lender may reasonably require in favour of
                                            the Lender or its nominee(s))); and



 


		(b)	to
                                            exercise any of the rights conferred on the Lender, any Receiver or any Delegate in relation
                                            to the Security Assets or under any Finance Document or under any law.



 


	13.2	Ratification



 


The
Chargor ratifies and confirms and agrees to ratify and confirm whatever any such attorney shall do in the exercise or purported exercise
of the power of attorney granted by it in Clause ‎14.1 (Appointment).


 


	14.	Protection
                                            of third parties



 


No
purchaser or other person dealing with the Lender, any Receiver or its agents shall be concerned to enquire:


 


		(a)	whether
                                            the powers conferred on the Lender, any Receiver or its agents have arisen;



 




    	8



     


    

 


		(b)	whether
                                            the powers conferred on the Lender, any Receiver or its agents have become exercisable;



 


		(c)	whether
                                            any consents, regulations, restrictions or directions relating to such powers have been obtained
                                            or complied with;



 


		(d)	whether
                                            the Lender, any Receiver or its agents is acting within such powers;



 


		(e)	whether
                                            any money remains due under the Finance Documents and the receipt in writing of the Lender,
                                            any Receiver or its agents shall be sufficient discharge to that purchaser or other person;



 


		(f)	as
                                            to the propriety or validity of acts purporting or intended to be in exercise of any such
                                            powers; or



 


		(g)	as
                                            to the application of any money paid to the Lender, any Receiver or its agents.



 


	15.	Saving
                                            provisions



 


	15.1	Continuing
                                            Security



 


Subject
to Clause ‎17 (Discharge of Security), the Security Interests are continuing Security and will extend to the ultimate balance
of the Secured Liabilities, regardless of any intermediate payment or discharge in whole or in part.


 


	15.2	Reinstatement



 


If
any discharge, release or arrangement (whether in respect of the obligations of the Chargor or any security for those obligations or
otherwise) is made by the Lender in whole or in part on the basis of any payment, security or other disposition which is avoided or must
be restored in insolvency, liquidation or otherwise, without limitation, then the liability of the Chargor and the Security Interests
will continue or be reinstated as if the discharge, release or arrangement had not occurred.


 


	15.3	Waiver
                                            of defences



 


Neither
the obligations of the Chargor under this Deed nor the Security Interests will be affected by an act, omission, matter or thing which,
but for this Clause, would reduce, release or prejudice any of its obligations under any Finance Document or any of the Security Interests
(without limitation and whether or not known to it or the Lender) including:


 


		(a)	any
                                            time, waiver or consent granted to, or composition with, the Chargor or other person;



 


		(b)	the
                                            release of the Chargor or any other person under the terms of any composition or arrangement
                                            with any creditor of any member of the Group;



 


		(c)	the
                                            taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to
                                            perfect, take up or enforce, any rights against, or security over assets of, the Chargor
                                            or other person or any non-presentation or non-observance of any formality or other requirement
                                            in respect of any instrument or any failure to realise the full value of any security;



 


		(d)	any
                                            incapacity or lack of power, authority or legal personality of or dissolution or change in
                                            the members or status of the Chargor or any other person;



 


		(e)	any
                                            amendment, novation, supplement, extension, restatement (however fundamental and whether
                                            or not more onerous) or replacement of any Finance Document or any other document or security
                                            including any change in the purpose of, any extension of or any increase in any loan or the
                                            addition of any new facility under any Finance Document or other document or security;



 




    	9



     


    

 


		(f)	any
                                            unenforceability, illegality or invalidity of any obligation of any person under any Finance
                                            Document or any other document or security; or



 


		(g)	any
                                            insolvency or similar proceedings.



 


	15.4	Chargor
                                            intent



 


Without
prejudice to the generality of Clause ‎16.3 (Waiver of defences), the Chargor expressly confirms that it intends that the
Security Interests shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any
of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection
with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made;
carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new
borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to
time; and any fees, costs and/or expenses associated with any of the foregoing.


 


	15.5	Immediate
                                            recourse



 


The
Chargor waives any right it may have of first requiring the Lender (or any trustee or agent on its behalf) to proceed against or enforce
any other rights or security or claim payment from any person before claiming from the Chargor under this Deed. This waiver applies irrespective
of any law or any provision of a Finance Document to the contrary.


 


	15.6	Appropriations



 


Until
all amounts which may be or become payable by the Borrower under or in connection with the Finance Documents have been irrevocably paid
in full and all facilities which might give rise to Secured Liabilities have terminated, the Lender (or any trustee or agent on its behalf)
may:


 


		(a)	refrain
                                            from applying or enforcing any other moneys, security or rights held or received by the Lender
                                            (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce
                                            the same in such manner and order as it sees fit (whether against those amounts or otherwise)
                                            and the Chargor shall not be entitled to the benefit of the same; and



 


		(b)	hold
                                            in an interest-bearing suspense account any moneys received from the Chargor or on account
                                            of the Chargor’s liability under this Deed.



 


	15.7	Deferral
                                            of Chargor’s rights



 


Until
all amounts which may be or become payable by the Borrower under or in connection with the Finance Documents have been irrevocably paid
in full and all facilities which might give rise to Secured Liabilities have terminated and unless the Lender otherwise directs, the
Chargor will not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents
or by reason of any amount being payable, or liability arising, under the Finance Documents:


 


		(a)	to
                                            be indemnified by the Borrower;



 


		(b)	to
                                            claim any contribution from any other provider of Security for or guarantor of the Borrower’s
                                            obligations under the Finance Documents;



 


		(c)	to
                                            take the benefit (in whole or in part and whether by way of subrogation or otherwise) of
                                            any rights of the Lender under the Finance Documents or of any other guarantee or security
                                            taken pursuant to, or in connection with, the Finance Documents by the Lender;



 




    	10



     


    

 


		(d)	to
                                            bring legal or other proceedings for an order requiring the Borrower to make any payment,
                                            or perform any obligation, in respect of which the Borrower had given a guarantee, undertaking
                                            or indemnity;



 


		(e)	to
                                            exercise any right of set-off against the Borrower; and/or



 


		(f)	to
                                            claim or prove as a creditor of the Borrower in competition with the Lender.



 


If
the Chargor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution
to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Borrower or the Chargor under
or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer
the same to the Lender or as the Lender may direct for application in accordance with Clause ‎13 (Order of application).


 


	15.8	Additional
                                            security



 


The
Security Interests are in addition to and are not in any way prejudiced by any other guarantee or security now or subsequently held by
the Lender.


 


	15.9	Tacking



 


The
Lender shall comply with its obligations under the Finance Documents (including any obligation to make further advances).


 


	16.	Discharge
                                            of Security



 


	16.1	Final
                                            redemption



 


Subject
to Clause ‎17.2 (Retention of security), if the Lender is satisfied that all amounts which may be or become payable by the
Borrower under or in connection with the Finance Documents have been irrevocably paid in full and that all facilities which might give
rise to Secured Liabilities have terminated, the Lender shall at the request and cost of the Chargor release, reassign or discharge (as
appropriate) the Security Assets from the Security Interests, without recourse to, or any representation or warranty by, the Lender or
any of its nominees.


 


	16.2	Retention
                                            of security



 


If
the Lender considers that any amount paid or credited to the Lender under any Finance Document is capable of being avoided or otherwise
set aside, that amount shall not be considered to have been paid for the purposes of determining whether all the Secured Liabilities
have been irrevocably paid.


 


	17.	Costs
                                            and expenses



 


	17.1	Expenses



 


The
Chargor shall, within three Business Days of demand, pay to the Lender the amount of all costs, losses, liabilities and expenses (including
legal fees) incurred by the Lender or any Receiver in relation to any Finance Document (including the administration, protection, realisation,
enforcement or preservation of any rights under or in connection with this Deed, or any consideration by the Lender as to whether to
realise or enforce the same, and/or any amendment, waiver, consent or release of any Finance Document and/or any other document referred
to in this Deed).


 




    	11



     


    

 


	18.	PAYMENTS



 


	18.1	Undertaking
                                            to pay



 


The
Chargor shall pay each of the Secured Liabilities when due in accordance with its terms.


 


	18.2	Demands



 


Any
demand for payment made by the Lender shall be valid and effective even if it contains no statement of the relevant Secured Liabilities
or an inaccurate or incomplete statement of them.


 


	18.3	Payments



 


All
payments by the Chargor under this Deed shall be made to such account, with such financial institution and in such other manner as the
Lender may direct.


 


	18.4	Continuation
                                            of accounts



 


		(a)	At
                                            any time after the Lender has received or is deemed to have received notice of any subsequent
                                            Security affecting all or any part of the Security Assets of the Chargor, the Lender may
                                            open a new account in the name of the Chargor (whether or not it permits any existing account
                                            to continue).



 


		(b)	If
                                            the Lender does not open such a new account, it shall be treated as if it had done so when
                                            the relevant notice was received or deemed to have been received and as from that time all
                                            payments made by or on behalf of the Chargor to the Lender shall be credited or be treated
                                            as having been credited to the relevant new account and not as having been applied in reduction
                                            of the Secured Liabilities as at the time the relevant notice was received or deemed to have
                                            been received.



 


	18.5	Contingencies



 


If
all or any part of the Security Interests are enforced at a time when no amount is due under the Finance Documents but any such amount
may or will become due, the Lender or the Receiver may pay the proceeds of any recoveries effected by it into a suspense account.


 


	19.	REMEDIES,
                                            WAIVERS AND DETERMINATIONS



 


	19.1	Remedies
                                            and waivers



 


No
failure to exercise, nor any delay in exercising, on the part of the Lender, Receiver or Delegate, any right or remedy under any Finance
Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No waiver
or election to affirm any of the Finance Documents on the part of the Lender, Receiver or Delegate shall be effective unless in writing.
No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or
remedy The rights and remedies provided in the Finance Documents are cumulative and not exclusive of any rights or remedies provided
by law.


 


	19.2	Certificates
                                            and Determinations



 


Any
certification or determination by the Lender or any Receiver of a rate or amount under any Finance Document is, in the absence of manifest
error, conclusive evidence of the matters to which it relates.


 


	20.	Separate
                                            and independent obligations



 


The
Security created by the Chargor by or in connection with any Finance Document is separate from and independent of the Security created
or intended to be created by the Borrower or other provider of Security by or in connection with any Finance Document.


 




    	12



     


    

 


	21.	COUNTERPARTS



 


This
Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single
copy of this Deed.


 


	22.	GOVERNING
                                            LAW



 


This
Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.


 


	23.	ENFORCEMENT



 


		(a)	The
                                            courts of England have exclusive jurisdiction to settle any dispute arising out of or in
                                            connection with this Deed (including a dispute relating to the existence, validity or termination
                                            of this Deed or any non-contractual obligation arising out of or in connection with this
                                            Deed) (a “Dispute”).



 


		(b)	The
                                            Parties agree that the courts of England are the most appropriate and convenient courts to
                                            settle Disputes and accordingly no Party will argue to the contrary.



 


		(c)	Notwithstanding
                                            paragraph ‎(a) above, the Lender shall not be prevented from taking proceedings
                                            relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law,
                                            the Lender may take concurrent proceedings in any number of jurisdictions.



 


		(d)	Without
                                            prejudice to any other mode of service allowed under any relevant law, the Chargor:



 


		(i)	irrevocably
                                            appoints the Company as its agent for service of process in relation to any proceedings before
                                            the English courts in connection with any Finance Document; and



 


		(ii)	agrees
                                            that failure by a process agent to notify the Chargor of the process will not invalidate
                                            the proceedings concerned.



 


This
Deed has been delivered on the date stated at the beginning of this Deed.


 




    	13



     


    

 


SCHEDULE
1

RIGHTS OF RECEIVERS


 


Any
Receiver appointed pursuant to Clause ‎11 (Appointment of Receivers) shall have the right, either in its own name or in the
name of the Chargor or otherwise and in such manner and upon such terms and conditions as the Receiver thinks fit, and either alone or
jointly with any other person:


 


		(a)	Take
                                            possession



 


to
take possession of and collect all or any part of the Security Assets, and to require payment to it or to the Lender;


 


		(b)	Bank
                                            accounts



 


to
apply, transfer or set-off any or all of the credit balances from time to time on any bank account in or towards payment or other satisfaction
of all or part of the Secured Liabilities;


 


		(c)	Carry
                                            on business



 


to
manage and carry on any business of the Chargor;


 


		(d)	Contracts



 


to
enter into any contract or arrangement and to perform, repudiate, rescind or vary any contract or arrangement to which the Chargor is
a party;


 


		(e)	Deal
                                            with Security Assets



 


to
sell, transfer, assign, exchange, lend or otherwise dispose of or realise all or any part of the Security Assets to any person either
by public offer or auction, tender or private contract and for a consideration of any kind (which may be payable or delivered in one
amount or by instalments or deferred);


 


		(f)	Hive
                                            down



 


to
form a new company and to subscribe for or acquire (for cash or otherwise) any investment in or of the new company and to sell, transfer,
assign, exchange and otherwise dispose of or realise any such investments or any rights attaching thereto;


 


		(g)	Borrow
                                            money



 


to
borrow or raise money either unsecured or on the security of all or any part of the Security Assets (either in priority to the Security
Interests or otherwise);


 


		(h)	Lend
                                            money



 


to
lend money or advance credit to any person;


 


		(i)	Covenants
                                            and guarantees



 


to
enter into bonds, covenants, guarantees, indemnities and other commitments;


 


		(j)	Rights
                                            of ownership



 


to
manage and use all or any part of the Security Assets and to exercise and do all such rights and things as the Receiver would be capable
of exercising or doing if it were the absolute beneficial owner of all or any part of the Security Assets;


 




    	14



     


    

 


		(k)	Legal
                                            actions



 


to
bring, prosecute, enforce, defend and abandon actions, suits and proceedings relating to all or any part of the Security Assets or any
business of the Chargor;


 


		(l)	Claims



 


to
settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person
or relating to all or any part of the Security Assets or any business of the Chargor;


 


		(m)	Redemption
                                            of Security



 


to
redeem any Security (whether or not having priority to the Security Interests) over all or any part of the Security Assets and to settle
the accounts of any person with an interest in all or any part of the Security Assets;


 


		(n)	Employees



 


to
appoint, hire and employ officers, employees, contractors, agents, advisors and others and to discharge any such persons and any such
persons appointed, hired or employed by the Chargor;


 


		(o)	Delegation



 


to
delegate in any manner to any person any rights exercisable by the Receiver under any Finance Document, and any such delegation may be
made upon such terms and conditions (including power to sub-delegate) as it thinks fit, and to pass confidential information to any such
delegate;


 


		(p)	Insolvency
                                            Act



 


to
exercise all powers set out in Schedule 1, Schedule 81 or (in the case of a Scottish Receiver) Schedule 2 to the Insolvency Act as now
in force (whether or not in force at the date of exercise and whether or not the Receiver is an administrative receiver) and any powers
added to Schedule 1 or Schedule 2, as the case may be, after the date of this Deed;


 


		(q)	Receipts



 


to
give a valid receipt for any moneys and do anything which may be necessary or desirable for realising all or any part of Security Assets;
and


 


		(r)	Other
                                            powers



 


to
do anything else it may think fit for the realisation of all or any part of the Security Assets or incidental to the exercise of any
of the rights conferred on the Receiver under or by virtue of any Finance Document to which the Chargor is party, the Law of Property
Act or the Insolvency Act.


 




    	15



     


    

 


SIGNATURES


THE
CHARGOR


 


	Executed
    and Delivered as a Deed 

by DIGINEX LIMITED	 
	acting
    by	 
	 	 	 
	/s/
    Yoon Chi Won	 
	Name:	Yoon
    Chi Won	 
	Director	 
	 	 	 
	/s/
    Paul Ewing	 
	Name:	Paul
    Ewing	 
	Director
    	 


 


[Diginex
– Signature page to Share Charge]


 




    	16



     


    

 


THE
LENDER


 


	SIGNED
    by 	 	 
	 	 	 
	Jonathan
    Farnell	 	/s/
    Jonathan Farnell
	for
    and on behalf of BIFINITY UAB	 	(Signature
    of authorised signatory)


 


[Bifinity
– Signature page to Share Charge]


 




    	17



     


    

 


SHARE
CHARGE AMENDMENT DEED


 


This
DEED is dated as of 15 August 2022 and made between:


 


	(1)	DIGINEX
    LIMTED, a company incorporated under the laws of Hong Kong with company number 2540890 and with its registered office address
    at Suites 1206-1209, Level 12, Three Pacific Place, 1 Queen’s Road East, Hong Kong (the “Chargor”); and
	 	 
	(2)	BIFINITY
    UAB, a company established under the laws of the Republic of Lithuania with registration number 305595206 whose registered office
    is at J. Balcikonio st. 3, Vilnius, the Republic of Lithuania as the lender and secured party under this Deed (the “Lender”).
	 	 
	 	(collectively,
    the “Parties” and each a “Party”). 


 


WHEREAS


 


	(A)	the
    Chargor and the Lender entered into a share charge dated as of 11 March 2022 (the “Share Charge”) in respect of
    the shares in Digivault (as defined in the Share Charge), as a condition precedent to the Loan Agreement (as defined in the Share
    Charge) as amended pursuant to an amendment agreement between the Borrower (as defined in the Loan Agreement) and the Lender dated
    as of 11 March 2022 (the Loan Agreement as so amended by such amendment agreement, the “First Amended Loan Agreement”).
	 	 
	(B)	the
    Chargor and the Lender hereby desire to amend the Share Charge in accordance with the terms set out in this Deed to cover 100% of
    the shares in Digivault from time to time.
	 	 
	(C)	the
    Borrower and Lender desire to amend the First Amended Loan Agreement pursuant to a second amendment agreement to be dated on or around
    the date of this Deed to reflect the entry into this Deed (the First Amended Loan Agreement as so amended by such second amendment
    agreement, the “Second Amended Loan Agreement”).
	 	 
	(D)	The
    Lender and the Chargor intend this document to take effect as a deed (even though the Lender only executes it under hand).


 


NOW
IT IS HEREBY AGREED as follows:


 


	1.	Amendments


 


	1.1	The
    following amendments shall be made to the Share Charge on and from the date of this Deed:


 


	 	(a)	The
    definition of “Loan Agreement” in clause 1.1 of the Agreement is deleted and replaced in its entirety with the
    following:
	 	 	 
	 	 	““Loan
    Agreement” means the convertible loan agreement dated as of 7 March 2022 between the Borrower as borrower and the Lender
    as lender, as amended by a first amendment agreement dated as of 11 March 2022 and as further amended by a second amendment agreement
    dated as of 15 August 2022.”
	 	 	 
	 	(b)	The
    definition of “Shares” in clause 1.1 of the Agreement is deleted and replaced in its entirety with the following:
	 	 	 
	 	 	““Shares”
    means, in relation to the Chargor, all its right, title and interest from time to time in and to:
	 	 	 
	 	 	(a)
    100% of the entire issued share capital, from time to time, of the Company; and
	 	 	 
	 	 	(b)
    warrants, options and other rights to subscribe for, purchase or  otherwise acquire any such shares,
	 	 	 
	 	 	in
    each case including any rights against any custodian, nominee, clearing system or other similar person holding such right, title
    or interest on its behalf.”


 




    	1



    	 



    

 


	2.	Miscellaneous


 


	2.1	Capitalized
    terms used but not defined herein have the meanings set forth in the Second Amended Loan Agreement or the Share Charge (as applicable).
	 	 
	2.2	Any
    reference in this Deed to a “Finance Document” or any other agreement or instrument is a reference to that Finance
    Document or other agreement or instrument as amended, novated, supplemented, extended, restated (however fundamentally and whether
    or not more onerously) or replaced and includes any change in the purpose of, any extension of or any increase in any loan or the
    addition of any new facility under that Finance Document or other agreement or instrument.
	 	 
	2.3	This
    Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.
	 	 
	2.4	Clauses
    1.3 (Construction), 1.4 (Third Party Rights) 20 (Separate and Independent Obligations), 21 (Counterparts)
    and 23 (Enforcement) of the Share Charge shall be incorporated herein by reference mutatis mutandis. 
	 	 
	2.5	On
    and from the date of this Deed, the Share Charge and this Deed shall be read and construed as one document.
	 	 
	2.6	On
    and from the date of this Deed, references in the Share Charge to “this Deed”, “hereunder”, “herein”
    and like terms or to any provision of the Share Charge shall be construed as a reference to the Share Charge as amended by this Deed.
	 	 
	2.7	The
    Borrower confirms that the Share Charge, as amended by this Amendment:


 


	 	(a)	ranks
    as a continuing security for the payment and discharge of the Secured Liabilities (as defined in the Share Charge); and
	 	 	 
	 	(b)	shall
    continue in full force and effect in all respects and the Share Charge and this Deed shall be read and construed together.


 


	2.8	If
    and to the extent that, notwithstanding clause 15.3 (Waver of defences) of the Share Charge and Clause 2.7 of this Deed, the
    Share Charge as amended by this Deed does not continue to rank as a continuing security for the payment and discharge of the Secured
    Liabilities (as defined in the Share Charge), the Chargor, as continuing security for the payment of the Secured Liabilities, hereby
    charges in favour of the Lender with full title guarantee by way of first fixed charge all its Shares and all corresponding Related
    Rights (each as defined in the Share Charge) on the same terms as the Share Charge, as if such terms were set out in full herein
    mutatis mutandis..


 


This
Deed has been delivered on the date stated at the beginning of this Deed.


 


[Signature
Page Follows]


 




    	2



    	 



    

 


SIGNATURES


 


THE
CHARGOR


 


	Executed
    and Delivered as a Deed by DIGINEX LIMITED	 
	acting
    by	 
	 	 
	/s/
    Yoon Chi Won	 
	Name:
    Yoon Chi Won	 
	Director	 
	 	 
	/s/
    Paul Ewing	 
	Name:
    Paul Ewing	 
	Director
    	 


 




    	 



    	 



    

 


THE
LENDER


 


	SIGNED
    by 	 	 
	 	 	 
	Saulius
    Galatiltis	 	/s/
    Saulius Galatiltis
	for
    and on behalf of BIFINITY UAB	 	(Signature
    of authorised signatory)