UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2023
Commission File Number: 001-39789
Fusion Fuel Green PLC
(Translation of registrant’s name into English)
The Victorians
15 - 18 Earlsfort Terrace
Saint Kevin’s
Dublin 2, D02 YX28, Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover
of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Securities Subscription Agreement
Summary
On November 21, 2023, Fusion Fuel Green Plc, a public limited company incorporated in Ireland (the
“Company”) entered into a Securities Subscription Agreement (the “Securities Subscription Agreement”) with Belike
Nominees Pty Ltd., a Macquarie Group company, as lead investor (the “Lead Investor”), pursuant to which the Lead Investor
and/or its affiliated entities (the “Investors”) committed to subscribe for convertible promissory notes (the “Placement
Notes”) in the aggregate principal amount of up $20 million, in tranches based on certain requirements and subject to the satisfaction
of certain conditions as set forth in the Securities Subscription Agreement (such transaction, the “Private Placement”). Each
tranche size, including the initial tranche size, is to be determined by mutual agreement of the Lead Investor and the Company. Although
subject to change, based on current market conditions, the initial tranche is not expected to be greater than 10% of the total aggregate
Private Placement. The Company also agreed to issue to the Investors, for no additional consideration, warrants (the “Placement
Warrants”) to purchase the Company’s Class A ordinary shares, par value $0.0001 par value per share (“Class A Ordinary
Shares”) in an amount equal to 30% of the principal amount of the Placement Note divided by 130% of the volume weighted average
price for the five (5) trading days immediately preceding the applicable closing date. Until the conditions precedent as described herein
and in the Securities Subscription Agreement are satisfied or waived, there can be no assurance that any portion of the Private Placement
will be consummated.
Initial Closing
The obligation of the Investor to consummate the initial closing of the
Private Placement is subject to certain conditions precedent as further set forth in the Securities Subscription Agreement, including
the filing and effectiveness of a registration statement (the “Registration Statement”) registering for resale the Class A
Ordinary Shares, issuable upon conversion of the Placement Notes (the “Placement Note Shares”) and exercise of the Placement
Warrants (the “Placement Warrant Shares”) purchased in the initial tranche as well as the conditions to subsequent closings
as set forth below and the conditions set forth in the Securities Subscription Agreement. Additionally, as another condition precedent
to the initial closing of the Private Placement, the Company shall have closed on an equity financing with a third party investor in which
the Company receives net proceeds of at least One Million Dollars ($1,000,000). Further details regarding the conditions precedent to
the initial and subsequent closings of the Private Placement are set forth below and in the Securities Subscription Agreement. The Company
also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors in connection with
the Private Placement. The Securities Subscription Agreement, form of Placement Notes, form of Placement Warrants and Registration Rights
Agreement are described further below.
Conditions to Subsequent Closings
The obligation of the Investors to purchase the initial tranche and each
subsequent tranche is subject to certain conditions precedent as further set forth in the Securities Subscription Agreement, which may
be waived by the Lead Investor in its sole discretion, including but not limited to:
| · | A registration statement registering the resale of the Placement Note Shares and Placement Warrant Shares
issuable upon conversion of the Placement Notes and exercise of the Placement Warrants issued in the applicable closing to the Investors
shall have been declared effective by the Securities and Exchange Commission and no stop order or injunction shall have been issued by
the SEC in connection with such effective registration statement provided that no registration statement shall be filed unless
and until the size of the applicable tranche has been mutually agreed upon; |
| · | The average daily traded value of the Class A Ordinary Shares for the 10 consecutive trading
days immediately preceding the most recent closing date is not less than 50% of the average daily traded value of the Class A Ordinary
Shares for 10 consecutive trading days immediately preceding the date on which the relevant Registration Statement was filed with the
SEC and the trading price of the Class A Ordinary Shares at any time on any of the three trading days immediately preceding the closing
date is not less than 65% of the Closing Sale Price (as defined in the Securities Subscription Agreement) of the Class A Ordinary Shares
on the date on which the relevant Registration Statement is filed with the SEC (or if such date is not a trading day, the trading day
immediately preceding such date); and |
| · | The Company shall have a minimum balance of cash (and cash equivalent assets) equal to or greater than
$500,000 U.S. Dollars within five days of the applicable closing. |
Securities Subscription Agreement
The Securities Subscription Agreement contains certain representations
and warranties, covenants and indemnities customary for similar transactions. Under the Securities Subscription Agreement, the Company
also agreed to the following additional covenants:
| |
● |
So long as any Placement Notes remain outstanding, the Company and its subsidiaries will not effect or enter an agreement to effect any variable rate transaction.
|
| |
● |
So long as any of the Investors beneficially own any Placement Notes or Placement Warrants, the Company will not, without the prior written consent of the Lead Investor, offer, issue or sell (1) any Placement Notes (other than to an Investor pursuant to the Securities Subscription Agreement) or (2) other equity or securities that could reasonably be expected to cause a breach or default under the Placement Notes or the Placement Warrants or otherwise impede the ability of any Investor to exercise any rights thereunder.
|
| |
● |
So long as any of the Investors beneficially own any Placement Notes or Placement Warrants and subject to certain exceptions, the Company and its subsidiaries shall not directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of any equity security. |
In addition, the Company granted the Lead Investor the right, but not the obligation, to participate
exclusively as investor in future equity and equity-linked offerings of securities during the period beginning on the date of the Securities
Subscription Agreement and ending on the six (6) months anniversary of the day the Lead Investor ceases to hold any Placement Notes or
Placement Warrants, in an amount of up to 100% of the securities being sold in such offerings.
Placement Notes
General
The Placement Notes will be issued with an original issue discount of 2%. On the second anniversary
of the date of issuance of a Placement Note (the “Maturity Date”), the Company shall pay to the holder an amount in cash representing
100% of all outstanding principal and accrued and unpaid interest. The Placement Notes will be convertible into Placement Note Shares
at any time at the option of the holder, as described further below.
Interest
The Placement Notes accrue interest at 4.00% per annum over the Secured
Overnight Financing Rate (SOFR). After the occurrence and during the continuance of an Event of Default (as defined in the Placement Notes),
the Placement Notes will accrue interest at the rate of 18.0% per annum. See “—Events of Default” below.
Conversion
Holders of the Placement Notes are entitled at any time and from time to
time to convert all or any portion of the outstanding and unpaid principal, interest and late fees if any (collectively, the “Conversion
Amount”), into validly issued, fully paid and non-assessable Placement Note Shares in accordance with the Conversion Rate (as defined
below). The Company shall not issue any fraction of a Placement Note Share upon any conversion. If the issuance would result in the issuance
of a fraction of a Placement Note Share, the Company shall round such fraction of a Placement Note Share up to the nearest whole share.
The number of Placement Note Shares issuable upon conversion of any Placement
Note (the “Conversion Rate”) is determined by dividing (x) the Conversion Amount by (y) the higher of (i) the Minimum Conversion
Price and (ii) 90% of the VWAP of the Class A Ordinary Shares on a day selected by the Investor out of the Five (5) Trading Days immediately
prior to the date of conversion. The “Minimum Conversion Price” shall be set at $0.20 provided that if at any time while the
Placement Note is outstanding, the three (3) day VWAP of the Class A Ordinary Shares is less than $0.20, then the Minimum Conversion Price
shall thereafter equal $0.05.
Trading Price Redemption
If, at any time prior to the Maturity Date, the VWAP of the Company’s
Class A Ordinary Shares for any ten (10) trading day period is less than the Minimum Conversion Price then in effect, then the holder
shall have the right, but not the obligation, to require the Company to redeem the Placement Note in full at a price equal to 108% of
all outstanding principal and accrued and unpaid interest and accrued and unpaid late charges, if any, on such principal and interest.
Conversion Limitation
Holders of a Placement Note shall not have the right to convert any portion
of the Placement Note pursuant to the extent that after giving effect to such conversion, the holder together with the other Attribution
Parties (as defined below) collectively would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the Class
A Ordinary Share outstanding immediately after giving effect to such conversion..
Events of Default
The Placement Notes contain certain customary events of default (the “Events
of Default”), including, among other things, the failure of the registration statement to be filed, become or remain effective in
accordance with certain deadlines set forth in the Registration Rights Agreement, and breach of the financial covenants described in “—Covenants”
below.
In connection with an Event of Default, a holder may require the Company
to redeem in cash any or all of a Placement Note (“Event of Default Redemption”). The redemption price (except in the case
of certain Events of Default relating to bankruptcy) will equal the greater of (i) 125% of the Conversion Amount being redeemed and (ii)
the Conversion Rate with respect to the Conversion Amount in effect at such time as the holder delivers notice of Event of Default Redemption
multiplied by the greatest closing sale price of the Class A Ordinary Shares on any trading day during the period commencing on the date
immediately preceding such Event of Default and ending on the date the Company makes the entire redemption payment.
Change of Control
In connection with a Change of Control (as defined in the Placement Notes),
a holder may require the Company to redeem all or any portion of each Placement Note (“Change of Control Redemption”). The
redemption price per share will equal the greatest of (i) 125% of the Conversion Amount being redeemed, (ii) the product of 125% multiplied
by the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient determined by dividing (I) the greatest closing
sale price of the Class A Ordinary Shares during the period beginning on the date immediately preceding the earlier to occur of (1) the
consummation of the applicable Change of Control and (2) the public announcement of such Change of Control, and ending on the date the
holder delivers notice of the Change of Control Redemption by (II) the Conversion Price then in effect and (iii) the product of 125% multiplied
by the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and
the aggregate cash value of any non-cash consideration per Class A Ordinary Share to be paid to the holders of the Class A Ordinary Shares
upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at
the highest of the closing sale price of such securities as of the trading day immediately prior to the consummation of such Change of
Control, the closing sale price of such securities on the trading day immediately following the public announcement of such proposed Change
of Control and the closing sale price of such securities on the trading day immediately prior to the public announcement of such proposed
Change of Control) divided by (II) the Conversion Price then in effect.
Holder Rights upon Issuance of Purchase Rights, Corporate Events,
and Issuance of other Securities
If at any time the Company grants, issues or sells any options, Convertible
Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders
Class A Ordinary Shares (the “Purchase Rights”), then the holder of the Placement Note will be entitled to acquire, upon the
terms applicable to such Purchase Rights, the aggregate Purchase Rights which the holder could have acquired if the holder had held the
number of Class A Ordinary Shares acquirable upon complete conversion of the Placement Note (without taking into account any limitations
or restrictions on the convertibility of the Placement Note and assuming for such purpose that the Note was converted at the then effective
Minimum Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights.
Prior to the consummation of any Fundamental Transaction (as defined in
the Placement Notes) pursuant to which holders of Class A Ordinary Shares are entitled to receive securities or other assets with respect
to or in exchange for Class A Ordinary Shares (a “Corporate Event”), a holder of a Placement Note will thereafter have the
right to receive upon a conversion of the Placement Note such securities or other assets to which the holder would have been entitled
with respect to such Class A Ordinary Shares had such Class A Ordinary Shares been held by the holder upon the consummation of such Corporate
Event (without taking into account any limitations or restrictions on the convertibility of the Placement Note).
If and whenever the Company issues or sells, or is deemed to have issued
or sold, any Class A Ordinary Shares (including the issuance or sale of Class A Ordinary Shares owned or held by or for the account of
the Company, but excluding any Excluded Securities (as defined in the Securities Subscription Agreement) issued or sold or deemed to have
been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Price
in effect immediately prior to such issuance or sale or deemed issuance or sale (such Conversion Price then in effect, the “Applicable
Price”) (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price
then in effect shall be reduced to an amount equal to the New Issuance Price.
Covenants
The Company will be subject to certain customary affirmative and negative
covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect
of dividends, distributions or redemptions, and the transfer of assets, among other matters.
Placement Warrants
General
Each Placement Warrant enables its holder to acquire, at any time after
the issuance date thereof and from time to time, at the Exercise Price (as defined below) then in effect, fully paid and non-assessable
Placement Warrant Shares as described further below.
Exercisability
The exercise price per share of the Placement Warrants (the “Exercise
Price”) shall be 130% of the VWAP of the Class A Ordinary Shares during the five (5) trading days immediately preceding the issuance
of such Placement Warrant, subject to adjustment as described further below.
Exercise Period
Placement Warrants are exercisable at any time and from time to time until
11:59 p.m. on the date that is the second (2nd) anniversary of the issuance date of the Placement Warrant or, if such date falls on a
day other than a trading day, the next date that is not a trading day.
Cashless Exercise
If at any time during the term of the Placement Warrant,
a registration statement covering the resale of the Placement Warrant Shares issuable upon exercise of the Placement Warrants is not effective,
the Holder may, in its sole discretion, exercise the Placement Warrant in whole or in part and, in lieu of making the cash payment otherwise
contemplated, elect instead to receive upon such exercise the “Net Number” of Placement Warrant Shares determined according
to the following formula:
| |
Net Number = |
(A x B) - (A x C) |
|
| |
|
D |
|
.
| |
For purposes of the foregoing formula: |
A= the total number of shares with respect
to which the Placement Warrant is then being exercised.
B = the VWAP of the Class A Ordinary
Shares at the close of business as of the trading day immediately prior to the date of the delivery of the applicable Exercise Notice.
C = the Exercise Price then in effect
for the applicable Placement Warrant Shares at the time of such exercise.
D = the VWAP of the Class A Ordinary
Shares at the close of business on the date of the delivery of the applicable Exercise Notice.
No Rights as a Shareholder
Except as described above, holders of Placement Warrants do not have the
rights or privileges of holders of Class A Ordinary Shares or any voting rights until they exercise their Placement Warrants and receive
Placement Warrant Shares. After the issuance of Placement Warrant Shares upon exercise of the Placement Warrants, each holder will be
entitled to one vote for each Placement Warrant Share held of record on all matters to be voted on by holders of Class A Ordinary Shares.
No Fractional Shares
No fractional Placement Warrant Shares (nor, for avoidance of doubt, any
other Class A Ordinary Shares or any other security) are to be issued upon the exercise of a Placement Warrant, but rather the number
of Placement Warrant Shares to be issued shall be rounded up to the nearest whole number.
Exercise Limitation
A holder of the Placement Warrant shall not have the right to exercise
any portion of the Placement Warrant to the extent that after giving effect to such exercise, the holder together with the other Attribution
Parties collectively would beneficially own in excess of 9.99% of the Class A Ordinary Shares outstanding immediately after giving effect
to such conversion.
Adjustment of Exercise Price and Number of Placement Warrant Shares
The Exercise Price and the number of Placement Warrant Shares the Placement
Warrants are exercisable to subscribe for are subject to customary adjustment terms, including that in the event the Company (i) pay a
stock dividend on its then-outstanding Class A Ordinary Shares or otherwise make a distribution on any class of capital stock that is
payable in Class A Ordinary Shares, (ii) subdivide (by any stock split, stock dividend, recapitalization or otherwise) its then-outstanding
Class A Ordinary Shares into a larger number of shares or (iii) combine (by combination, reverse stock split or otherwise) its then-outstanding
Class A Ordinary Shares into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of
which the numerator shall be the number of Class A Ordinary Shares outstanding immediately before such event and of which the denominator
shall be the number of Class A Ordinary Shares outstanding immediately after such event.
The Exercise Price of the Placement Warrants is subject to adjustment in
accordance with the adjustment of the Conversion Price of the Placement Notes as described above. If and whenever the Company issues or
sells, or is deemed to have issued or sold, any Class A Ordinary Shares (including the issuance or sale of Class A Ordinary Shares owned
or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued or sold)
in a Dilutive Issuance, then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount
equal to the New Issuance Price. Simultaneously with any adjustment to the Exercise Price, the number of Placement Warrant Shares that
may be subscribed for upon exercise of the Placement Warrants shall be increased or decreased proportionately, so that after such adjustment
the aggregate Exercise Price payable thereunder for the adjusted number of Placement Warrant Shares shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained therein).
Fundamental Transaction Redemption
In connection with the Company’s consummation of a Fundamental Transaction
(as defined in the Placement Warrant), the Investor may require the Company (or the successor entity, as the case may be) to purchase
the Placement Warrant from the Investor by paying to the Investor cash in an amount equal to the Black Scholes Value (as defined in the
Placement Warrant).
Registration Rights Agreement
Pursuant to the Registration Rights Agreement, the Company have granted
certain registration rights to the Investors, obligating the Company to have the Registration Statement declared effective as a condition
to any issuance of Notes. The Registration Rights Agreement also grants the Investors customary “piggyback” registration rights.
The Company will be required to pay certain Registration Delay Payments (as defined in the Registration Rights Agreement) to the
Investors upon the occurrence of certain events as detailed in the Registration Rights Agreement.
Forms of the Securities Subscription Agreement, the Placement Notes,
the Placement Warrants and the Registration Rights Agreement are incorporated as exhibits to this Report and are incorporated herein by
reference. The summaries of such agreements contained in this Report are qualified in their entirety by reference to the text of such
agreements. The Company urges you to read such agreements in full.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Fusion Fuel Green PLC |
| |
(Registrant) |
| |
|
| Date: November 27, 2023 |
/s/ Frederico Figueira de Chaves |
| |
Frederico Figueira de Chaves |
| |
Chief Executive Officer |
Exhibit 4.1
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO
THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING
SECTIONS 3(c)(iii) AND 17(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION
HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”).
PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), GAVIN JONES, A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER
THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i).
GAVIN JONES MAY BE REACHED AT TELEPHONE NUMBER +353864061611.
FUSION FUEL GREEN PLC
CONVERTIBLE NOTE
| Issuance Date: [●] 2023 |
Original Principal Amount: U.S. $[●] |
FOR VALUE RECEIVED, FUSION FUEL GREEN
PLC, a public limited company formed under the laws of Ireland (the “Company”), hereby promises to pay to the order
of Belike Nominees Pty Ltd. or its registered assigns (“Holder”) the amount set forth above as the Original Principal
Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal” or
“Principal Amount”) and interest (“Interest”) when due, whether upon the Maturity Date or upon acceleration,
redemption or otherwise (in each case in accordance with the terms hereof) and, upon any Event of Default that is continuing, to pay Interest
on any outstanding Principal at the Default Rate (as defined below) from the date set forth above as the Issuance Date (the “Issuance Date”)
until the same becomes due and payable, whether upon the Maturity Date, an Interest Date or upon acceleration, conversion, redemption
or otherwise (in each case in accordance with the terms hereof). This Convertible Note (including all Convertible Notes issued in exchange,
transfer or replacement hereof, this “Note”) is one of several Convertible Notes issued pursuant to a Securities Purchase
Agreement, dated as of the Issuance Date, by and among the Company and the investors (the “Holders”) referred to therein,
as amended from time to time (collectively, the “Notes”, and such other Convertible Notes, the “Other Notes”).
Certain capitalized terms used herein and not otherwise defined are defined in Section 30.
1. PAYMENTS OF PRINCIPAL. This Note was
issued with original issue discount as described in the Securities Purchase Agreement. On the Maturity Date, the Company shall pay to
the Holder an amount in cash representing 100% of all outstanding Principal and accrued and unpaid Interest and accrued and unpaid Late
Charges (as defined in Section 23(c)), if any, on such Principal and Interest. Other than as specifically permitted by this Note, the
Company may not prepay any portion of the outstanding Principal, accrued and unpaid Interest or accrued and unpaid Late Charges on Principal
and Interest, if any.
2. INTEREST; INTEREST RATE.
| (a) | This Note shall bear interest at the Interest Rate. |
(b)
Upon the occurrence (and during the continuance) of an Event of Default (as defined below), this Note shall bear interest at a rate of
eighteen percent (18.0%) per annum (the “Default Rate”). In the event that such Event of Default is subsequently cured
or waived in accordance with the terms of this Note (and no other Event of Default then exists (including, without limitation, for the
Company’s failure to pay such Interest at the Default Rate on the applicable Interest Date)), Interest hereunder shall cease to
accrue as of the calendar day immediately following the date of such cure or waiver; provided that the Interest as calculated and unpaid
during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such
Event of Default through and including the date of such cure or waiver of such Event of Default.
(c) Interest on this Note shall (i) be
calculated daily, (ii) be computed on the basis of a 360-day year and twelve 30-day months, (iii) be payable in arrears on each Interest
Date in accordance with the terms of this Note and (iv) if unpaid on an Interest Date, shall compound on such Interest Date. Prior to
the payment of Interest on an Interest Date, Interest on this Note may, at the option of the Holder, be payable by way of inclusion of
the Interest in the Conversion Amount (as defined below) on each Conversion Date (as defined below) in accordance with Section 3(b)(i)
or upon any redemption in accordance with Section 11 or any required payment upon any Bankruptcy Event of Default (as defined below).
3. CONVERSION OF NOTES. At any time after
the Issuance Date, this Note shall be convertible into validly issued, fully paid and non-assessable Ordinary Shares (as defined below),
on the terms and conditions set forth in this Section 3.
(a) Conversion Right. Subject
to the provisions of Section 3(d), at any time or times on or after the Issuance Date, the Holder shall be entitled to convert all or
any portion of the outstanding and unpaid Conversion Amount (as defined below) into validly issued, fully paid and non-assessable Ordinary
Shares in accordance with Section 3(c), at the Conversion Rate (as defined below). The Company shall not issue any fraction of an Ordinary
Share upon any conversion. If the issuance would result in the issuance of a fraction of an Ordinary Share, the Company shall round such
fraction of an Ordinary Share up to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes,
costs and expenses (including, without limitation, fees and expenses of the Transfer Agent (as defined below)) that may be payable with
respect to the issuance and delivery of Ordinary Shares upon conversion of any Conversion Amount.
(b) Conversion Rate. The
number of Ordinary Shares issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall be determined by dividing (x)
such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).
(i) “Conversion Amount”
means the sum of (x) portion of the Principal to be converted, redeemed or otherwise with respect to which this determination is being
made and, at the option of the Holder, (y) all accrued and unpaid Interest with respect to such portion of the Principal amount and accrued
and unpaid Late Charges with respect to such portion of such Principal and such Interest, if any.
(ii) “Conversion Price”
means, as of any Conversion Date or other date of determination, the higher of (i) the Minimum Conversion Price and (ii) Ninety Percent
(90%) of the VWAP of the Company’s Ordinary Shares on a single Trading Day selected by the Holder out of the Five (5) Trading Days
immediately prior to the Conversion Date, subject to adjustment as provided herein.
(c) Mechanics of Conversion.
(i) Optional Conversion. To
convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether
via facsimile, electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed
notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company.
If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender
this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect
to this Note in the case of its loss, theft or destruction as contemplated by Section 17(b)). On or before the first (1st) Trading Day
following the date of receipt of a Conversion Notice, the Company shall transmit to the Holder and the Company’s transfer agent
(the “Transfer Agent”) by facsimile or electronic mail an acknowledgment of confirmation and representation as to whether
such Ordinary Shares may then be resold pursuant to Rule 144 or an effective and available registration statement, in the form attached
hereto as Exhibit II, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion
Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received
a Conversion Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement
of a trade initiated on the applicable Conversion Date of such Ordinary Shares issuable pursuant to such Conversion Notice) (the “Share
Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s
(“DTC”) Fast Automated Securities Transfer Program and restrictive legends are not required in accordance with Section
5(d) of the Securities Purchase Agreement, credit such aggregate number of Ordinary Shares to which the Holder shall be entitled pursuant
to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian
system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or restrictive legends
are required in accordance with Section 5(c) of the Securities Purchase Agreement, upon the request of the Holder, issue and deliver (via
reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder
or its designee, for the number of Ordinary Shares to which the Holder shall be entitled pursuant to such conversion. If this Note is
physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal
portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than two (2) Business
Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with
Section 17(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the Ordinary Shares issuable
upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Ordinary Shares on the Conversion
Date. Notwithstanding anything to the contrary contained in this Note or the Registration Rights Agreement, after the effective date of
the Registration Statement (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent to deliver unlegended
Ordinary Shares to the Holder (or its designee) in connection with any sale of Registrable Securities (as defined in the Registration
Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered a copy of the prospectus included
as part of the particular Registration Statement to the extent applicable prior to the Holder’s receipt of the notice of a Grace
Period (as defined in the Registration Rights Agreement), and for which the Holder has not yet settled.
(ii) Company’s Failure to
Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline,
either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, to issue and deliver to the
Holder (or its designee) a certificate for the number of Ordinary Shares to which the Holder is entitled and register such Ordinary Shares
on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program,
to credit the balance account of the Holder or the Holder’s designee with DTC for such number of Ordinary Shares to which the Holder
is entitled upon the Holder’s conversion of this Note (as the case may be) or (II) if the Registration Statement covering the resale
of the Ordinary Shares that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”) is not available
for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later than as required pursuant
to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Ordinary Shares electronically without any restrictive
legend by crediting such aggregate number of Ordinary Shares to which the Holder is entitled pursuant to such conversion to the Holder’s
or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately
foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause
(I) above, a “Conversion Failure”), and if on or after such Share Delivery Deadline the Holder purchases (in an open
market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by such Holder of Ordinary Shares corresponding
to all or any portion of the number of Ordinary Shares issuable upon such conversion that the Holder is entitled to receive from the Company
and has not received from the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”),
then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the
Holder’s request and in the Holder’s discretion, either : (I) pay cash to the Holder in an amount equal to the Holder’s
total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including,
without limitation, by any other Person in respect, or on behalf, of the Holder), (the “Buy-In Price”), at which point
the related conversion shall be deemed consummated without the need for the Company to deliver such certificate or credit such Holder’s
balance account, or (II) the Company shall promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates
representing such Ordinary Shares or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC
for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and
pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of Ordinary Shares
multiplied by (y) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of
the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment
Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in
equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure
to timely deliver certificates representing Ordinary Shares (or to electronically deliver such Ordinary Shares) upon the conversion of
this Note as required pursuant to the terms hereof.
(iii) Registration; Book-Entry.
The Company shall maintain a register (the “Register”) for the recordation of the names and addresses of the holders
of each Note and the principal amount of the Notes held by such holders (the “Registered Notes”). The entries in the
Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders of the Notes shall treat
each Person whose name is recorded in the Register as the owner of a Note for all purposes (including, without limitation, the right to
receive payments of Principal and Interest hereunder) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred
or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to
assign, transfer or sell all or part of any Registered Note by the holder thereof, the Company shall record the information contained
therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the
surrendered Registered Note to the designated assignee or transferee pursuant to Section 17, provided that if the Company does not so
record an assignment, transfer or sale (as the case may be) of all or part of any Registered Note within two (2) Business Days of such
a request, then the Register shall be automatically deemed updated to reflect such assignment, transfer or sale (as the case may be).
Notwithstanding anything to the contrary set forth in this Section 3, following conversion of any portion of this Note in accordance with
the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount
represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as
contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in
a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain
records showing the Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions
and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not
to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal, Interest
and Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within
two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.
(iv) Pro Rata Conversion; Disputes.
In the event that the Company receives a Conversion Notice from more than one holder of Notes for the same Conversion Date and the Company
can convert some, but not all, of such portions of the Notes submitted for conversion, the Company, subject to Section 3(d), shall convert
from each holder of Notes electing to have Notes converted on such date a pro rata amount of such holder’s portion of its Notes
submitted for conversion based on the principal amount of Notes submitted for conversion on such date by such holder relative to the aggregate
principal amount of all Notes submitted for conversion on such date. In the event of a dispute as to the number of Ordinary Shares issuable
to the Holder in connection with a conversion of this Note, the Company shall issue to the Holder the number of Ordinary Shares not in
dispute and resolve such dispute in accordance with Section 22.
(d) Limitations on Conversions.
(i) Beneficial Ownership.
The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion
of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never
made, to the extent that after giving effect to such conversion, the Holder together with the other Attribution Parties collectively would
beneficially own in excess of 9.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after
giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by
the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution
Parties plus the number of Ordinary Shares issuable upon conversion of this Note with respect to which the determination of such sentence
is being made, but shall exclude Ordinary Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of
this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred
stock or warrants, including, without limitation, the Warrants (as defined in the Securities Purchase Agreement)) beneficially owned by
the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this
Section 3(d)(i). For purposes of this Section 3(d)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the
1934 Act. For purposes of determining the number of outstanding Ordinary Shares the Holder may acquire upon the conversion of this Note
without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s
most recent Annual Report on Form 20-K, or Report of Foreign Private Issuer on Form 6-K or other public filing with the SEC, as the case
may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if
any, setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company
receives a Conversion Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported
Outstanding Share Number, the Company shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the
extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section
3(d)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be purchased pursuant
to such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1)
Business Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any
case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of
the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share
Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of this Note results in the Holder
and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of
outstanding Ordinary Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s
and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”)
shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess
Shares. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall
not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the
1934 Act. No prior inability to convert this Note pursuant to this paragraph shall have any effect on the applicability of the provisions
of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(d)(i) to the extent necessary to correct
this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation
contained in this Section 3(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation.
The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Note.
4. RIGHTS UPON EVENT OF DEFAULT.
(a) Event of Default. Each
of the following events shall constitute an “Event of Default” and each of the events in clauses (x), (xi) and (xii)
shall constitute a “Bankruptcy Event of Default”:
(i) the failure of the applicable Registration
Statement (as defined in the Registration Rights Agreement) to be filed with the SEC on or prior to the date that is five (5) days after
the applicable Filing Deadline (as defined in the Registration Rights Agreement) or the failure of the applicable Registration Statement
to be declared effective by the SEC on or prior to the date that is five (5) days after the applicable Effectiveness Deadline (as defined
in the Registration Rights Agreement);
(ii) while the applicable Registration
Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement, the effectiveness of the
applicable Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or such Registration
Statement (or the prospectus contained therein) is unavailable to any holder of Registrable Securities (as defined in the Registration
Rights Agreement) for sale of all of such holder’s Registrable Securities in accordance with the terms of the Registration Rights
Agreement, and such lapse or unavailability continues for a period of ten (10) consecutive days or for more than an aggregate of thirty
(30) days in any 365-day period (excluding days during any Grace Period (as defined in the Registration Rights Agreement));
(iii) the suspension from trading or the
failure of the Ordinary Shares to be trading or listed (as applicable) on an Eligible Market for a period of three (3) consecutive Trading
Days;
(iv) the total average traded value of the
Ordinary Shares on an Eligible Market for the ten (10) consecutive trading Days immediately preceding the most recent Closing Date is
less than 50% of the average daily traded value of the Ordinary Shares on the Eligible Market for the 10 consecutive Trading Days immediately
preceding the date on which a Registration Statement for the most recent Closing is filed with the SEC or the trading price of
the Ordinary Shares on an Eligible Market at any time on any of the three (3) Trading Days immediately preceding the most recent Closing
Date is less than 65% of the Closing Sale Price of the Ordinary Shares on the date on which a Registration Statement is filed with the
SEC for the most recent Closing (or if such date is not a Trading Date, the Trading Date immediately preceding such date);
(v) the Company’s (A) failure to
cure a Conversion Failure or a Delivery Failure (as defined in the Warrants) by delivery of the required number of Ordinary Shares within
five (5) Trading Days after the applicable Conversion Date or exercise date (as the case may be) or (B) notice, written or oral, to any
holder of the Notes or Warrants, including, without limitation, by way of public announcement or through any of its agents, at any time,
of its intention not to comply, as required, with a request for conversion of any Notes into Ordinary Shares that is requested in accordance
with the provisions of the Notes, other than pursuant to Section 3(d), or a request for exercise of any Warrants for Ordinary Shares in
accordance with the provisions of the Warrants;
(vi) except to the extent the Company
is in compliance with Section 10(b) below, at any time following the tenth (10th) consecutive day that the Holder’s Authorized
Share Allocation (as defined in Section 10(a) below) is less than (A) the number of Ordinary Shares that the Holder would be entitled
to receive upon a conversion of the full Conversion Amount of this Note (without regard to any limitations on conversion set forth in
Section 3(d) or otherwise), and (B) the number of Ordinary Shares that the Holder would be entitled to receive upon exercise in full of
the Holder’s Warrants (without regard to any limitations on exercise set forth in the Warrants);
(vii) the Company’s failure to pay
to the Holder any amount of Principal, Interest, Late Charges or other amounts when and as due under this Note (including, without limitation,
the Company’s failure to pay any redemption payments or amounts hereunder) or any other Transaction Document (as defined in the
Securities Purchase Agreement) or any other agreement, document, certificate or other instrument delivered in connection with the transactions
contemplated hereby and thereby, except, in the case of a failure to pay Interest and Late Charges when and as due, in which case only
if such failure remains uncured for a period of at least five (5) Trading Days;
(viii) the Company fails to remove any
restrictive legend on any certificate or any Ordinary Shares issued to the Holder upon conversion or exercise (as the case may be) of
any Securities (as defined in the Securities Purchase Agreement) acquired by the Holder under the Securities Purchase Agreement (including
this Note) as and when required by such Securities or the Securities Purchase Agreement, unless otherwise then prohibited by applicable
federal securities laws, and any such failure remains uncured for at least five (5) days;
(viii) the occurrence of any default under,
redemption of or acceleration prior to maturity of at least an aggregate of $100,000 of Indebtedness (as defined in the Securities Purchase
Agreement) of the Company or any of its Subsidiaries, other than with respect to any Other Notes;
(ix) the Company fails to maintain a minimum
balance of cash (and cash equivalent assets) equal to or greater than $650,000 U.S. Dollars (and must provide evidence of this, if requested
by a Holder immediately prior to the funding of any tranche, as well as on the 15th day of every month.
(x) bankruptcy, insolvency, reorganization
or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or against the Company or any Subsidiary
and, if instituted against the Company or any Subsidiary by a third party, shall not be dismissed within thirty (30) days of their initiation;
(xi) the commencement by the Company of
a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar
law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree, order,
judgment or other similar document in respect of the Company in an involuntary case or proceeding under any applicable federal, state
or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal,
state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property,
or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence of any
other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts generally as they
become due, the taking of corporate action by the Company in furtherance of any such action or the taking of any action by any Person
to commence a Uniform Commercial Code foreclosure sale or any other similar action under federal, state or foreign law;
(xii) the entry by a court of (i) a decree,
order, judgment or other similar document in respect of the Company or any Subsidiary of a voluntary or involuntary case or proceeding
under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or (ii) a decree, order, judgment
or other similar document adjudging the Company or any Subsidiary as bankrupt or insolvent, or approving as properly filed a petition
seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the Company or any Subsidiary under any
applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar document appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar
document or any such other decree, order, judgment or other similar document unstayed and in effect for a period of thirty (30) consecutive
days;
(xiii) a final judgment or judgments for
the payment of money aggregating in excess of $100,000 are rendered against the Company and/or any of its Subsidiaries and which judgments
are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed pending appeal, or are not discharged
within thirty (30) days after the expiration of such stay; provided, however, any judgment which is covered by insurance or an indemnity
from a credit worthy party shall not be included in calculating the $100,000 amount set forth above so long as the Company provides the
Holder a written statement from such insurer or indemnity provider (which written statement shall be reasonably satisfactory to the Holder)
to the effect that such judgment is covered by insurance or an indemnity and the Company or such Subsidiary (as the case may be) will
receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance of such judgment;
(xiv) the Company either (i) fails to
pay, when due, or within any applicable grace period, any payment with respect to any Indebtedness in excess of $100,000 due to any third
party (other than, with respect to unsecured Indebtedness only, payments contested by the Company in good faith by proper proceedings
and with respect to which adequate reserves have been set aside for the payment thereof in accordance with IFRS) or is otherwise in breach
or violation of any agreement for monies owed or owing in an amount in excess of $100,000, which breach or violation permits the other
party thereto to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or event
that would, with or without the passage of time or the giving of notice, result in a default or event of default under any agreement binding
the Company, which default or event of default would or is likely to have a Material Adverse Effect (as defined in the Securities Purchase
Agreement);
(xv) other than as specifically set forth
in another clause of this Section 4(a), the Company breaches any representation or warranty, in any material respect (other than representations
or warranties subject to material adverse effect or materiality, which may not be breached in any respect) or any covenant or other term
or condition of any Transaction Document, except, in the case of a breach of a covenant or other term or condition that is curable, only
if such breach remains uncured for a period of two (2) consecutive Trading Days;
(xvi) a false or inaccurate certification
(including a false or inaccurate deemed certification) by the Company as to whether any Event of Default has occurred;
(xvii) any breach or failure in any respect
by the Company to comply with any provision of Section 13 of this Note;
(xviii) any Material Adverse Effect (as
defined in the Securities Purchase Agreement) occurs; or
(xix) the occurrence of a Disclosure Failure’
(xx) any Disruption Event occurs; or
(xxi) any Event of Default (as defined
in the Other Notes) occurs with respect to any Other Notes.
(b) Notice of an Event of Default;
Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note, the Company shall within
one (1) Business Day deliver written notice thereof via facsimile or electronic mail and overnight courier (with next day delivery
specified) (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt
of an Event of Default Notice and the Holder becoming aware of an Event of Default, the Holder may require the Company to redeem (regardless
of whether such Event of Default has been cured) all or any portion of this Note by delivering written notice thereof (the “Event
of Default Redemption Notice”) to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note
the Holder is electing to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be
redeemed by the Company at a price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied by (B)
the Redemption Premium and (ii) the product of (X) the Conversion Rate with respect to the Conversion Amount in effect at such time as
the Holder delivers an Event of Default Redemption Notice multiplied by (Y) the greatest Closing Sale Price of the Ordinary Shares on
any Trading Day during the period commencing on the date immediately preceding such Event of Default and ending on the date the Company
makes the entire payment required to be made under this Section 4(b). (the “Event of Default Redemption Price”),
Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions required
by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such
redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 3(e), but subject to
Section 3(d), until the Event of Default Redemption Price (together with any Late Charges thereon) is paid in full, any portion of the
Conversion Amount of the Notes submitted for redemption under this Section 4(b) may be converted, in whole or in part, by the Holder into
Ordinary Shares pursuant to the terms of this Note. In the event of the Company’s redemption of any portion of this Note under this
Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict
future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly,
any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the
Holder’s actual loss of its investment opportunity and not as a penalty. Any redemption upon an Event of Default shall not constitute
an election of remedies by the Holder, and all other rights and remedies of the Holder shall be preserved.
(c) Mandatory Redemption upon
Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, and notwithstanding any conversion that is then required
or in process, upon any Bankruptcy Event of Default prior to the Maturity Date, the Company shall promptly pay to the Holder an amount
in cash representing (i) all outstanding Principal, unpaid Interest and unpaid Late Charges on such Principal and Interest accrued up
to the date of redemption, multiplied by (ii) the Redemption Premium, in addition to any and all other amounts due hereunder, without
the requirement for any notice or demand or other action by the Holder or any other person or entity, provided that the Holder may, in
its sole discretion, waive such right to receive payment upon a Bankruptcy Event of Default, in whole or in part, and any such waiver
shall not affect any other rights of the Holder hereunder, including any other rights in respect of such Bankruptcy Event of Default,
any right to conversion, and any right to payment of the Event of Default Redemption Price or any other Redemption Price, as applicable.
5. RIGHTS UPON FUNDAMENTAL TRANSACTION.
(a) Assumption. The Company
shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in writing all of the obligations
of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 5(a) pursuant to
written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction,
including agreements to deliver to each holder of Notes in exchange for such Notes a security of the Successor Entity evidenced by a written
instrument substantially similar in form and substance to the Notes, including, without limitation, having a principal amount and interest
rate equal to the principal amounts then outstanding and the interest rates of the Notes held by such holder, having similar conversion
rights as the Notes and having similar ranking and security to the Notes, and satisfactory to the Holder and (ii) the Successor Entity
(including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market.
Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after
the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as
the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that
there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in
lieu of the Ordinary Shares (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and
14, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Notes prior to such Fundamental
Transaction, such shares of the publicly traded common stock (or their equivalent) of the Successor Entity (including its Parent Entity)
which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately
prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with
the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to
the Company to waive this Section 5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this
Section 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations
on the conversion of this Note.
(b) Notice of a Change of Control;
Redemption Right. No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days prior to the consummation of a Change
of Control (the “Change of Control Date”), but not prior to the public announcement of such Change of Control, the
Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Holder (a “Change
of Control Notice”). At any time after the Holder’s receipt of a Change of Control Notice or the Holder becoming
aware of a Change of Control if a Change of Control Notice is not delivered to the Holder in accordance with the immediately preceding
sentence (as applicable) the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof
(“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the
Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall be
redeemed by the Company in cash at a price equal to the greatest of (i) the product of (w) the Change of Control Redemption Premium multiplied
by (y) the Conversion Amount being redeemed, (ii) the product of (x) the Change of Control Redemption Premium multiplied by (y) the product
of (A) the Conversion Amount being redeemed multiplied by (B) the quotient determined by dividing (I) the greatest Closing Sale Price
of the Ordinary Shares during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the
‘applicable Change of Control and (2) the public announcement of such Change of Control and ending on the date the Holder delivers
the Change of Control Redemption Notice by (II) the Conversion Price then in effect and (iii) the product of (y) the Change
of Control Redemption Premium multiplied by (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient
of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per Ordinary Share to be paid to the
holders of the Ordinary Shares upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded
securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the
consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following the public
announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to
the public announcement of such proposed Change of Control) divided by (II) the Conversion Price then in effect (the “Change
of Control Redemption Price”) . Redemptions required by this Section 5 shall be made in accordance with the provisions of Section
11 and shall have priority to payments to stockholders in connection with such Change of Control. To the extent redemptions required by
this Section 5(a) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions
shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d),
until the Change of Control Redemption Price (together with any Late Charges thereon) is paid in full, any portion of the Conversion Amount
submitted for redemption under this Section 5(a) may be converted, in whole or in part, by the Holder into Ordinary Shares pursuant to
Section 3. In the event of the Company’s redemption of any portion of this Note under this Section 5(a), the Holder’s damages
would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty
of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this
Section 5(a) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment
opportunity and not as a penalty.
6. RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS
AND OTHER CORPORATE EVENTS.
(a) Purchase Rights. In addition
to any adjustments pursuant to Section 7 below, if at any time the Company grants, issues or sells any Options, Convertible Securities
or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any
class of Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Ordinary
Shares acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility
of this Note and assuming for such purpose that the Note was converted at the then effective Minimum Conversion Price as of the applicable
record date) immediately prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if
no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined for the grant, issue or sale
of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any
such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall
not be entitled to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not be entitled to beneficial
ownership of such Ordinary Shares as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and
such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date, maturity date or other
similar provision, such term shall be extended by such number of days held in abeyance, if applicable) for the benefit of the Holder until
such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial
Purchase Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity
date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent
as if there had been no such limitation).
(b) Other Corporate Events. In
addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant
to which holders of Ordinary Shares are entitled to receive securities or other assets with respect to or in exchange for Ordinary Shares
(a “Corporate Event”), the Company shall make appropriate provision to ensure that the Holder will thereafter have
the right to receive upon a conversion of this Note, in the Holder’s option (i) in addition to the Ordinary Shares receivable upon
such conversion such securities or other assets to which the Holder would have been entitled with respect to such Ordinary Shares had
such Ordinary Shares been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations
or restrictions on the convertibility of this Note) and (ii) in lieu of the Ordinary Shares otherwise receivable upon such conversion,
such securities or other assets received by the holders of Ordinary Shares in connection with the consummation of such Corporate Event
in such amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion rights for the form
of such consideration (as opposed to Ordinary Shares) at a conversion rate for such consideration commensurate with the Conversion Rate.
Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Holder. The provisions of this
Section 6 shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the
conversion or redemption of this Note.
7. RIGHTS UPON ISSUANCE OF OTHER SECURITIES.
(a) Adjustment of Conversion Price upon Issuance of
Ordinary Shares. If and whenever on or after the Issuance Date the Company issues or sells, or in accordance with this Section 7(a)
is deemed to have issued or sold, any Ordinary Shares (including the issuance or sale of Ordinary Shares owned or held by or for the account
of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued or sold) for a consideration per share
(the “New Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such issuance
or sale or deemed issuance or sale (such Conversion Price then in effect is referred to herein as the “Applicable Price”)
(the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in
effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation,
determining the adjusted Conversion Price and the New Issuance Price under this Section 7(a)), the following shall be applicable:
(i) Issuance of Options. If the Company in any manner
grants or sells any Options and the lowest price per share for which one Ordinary Share is at any time issuable upon the exercise of any
such Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise
pursuant to the terms thereof is less than the Applicable Price, then such Ordinary Share shall be deemed to be outstanding and to have
been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this
Section 7(a)(i), the “lowest price per share for which one Ordinary Share is at any time issuable upon the exercise of any such
Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant
to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or
receivable by the Company with respect to any one Ordinary Share upon the granting or sale of such Option, upon exercise of such Option
and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the
terms thereof and (y) the lowest exercise price set forth in such Option for which one Ordinary Share is issuable (or may become issuable
assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible
Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof, minus (2) the sum of all amounts paid
or payable to the holder of such Option (or any other Person) with respect to any one Ordinary Share upon the granting or sale of such
Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such
Option or otherwise pursuant to the terms thereof plus the value of any other consideration consisting of cash, debt forgiveness, assets
or any other property received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated
below, no further adjustment of the Conversion Price shall be made upon the actual issuance of such Ordinary Share or of such Convertible
Securities upon the exercise of such Options or otherwise pursuant to the terms thereof or upon the actual issuance of such Ordinary Shares
upon conversion, exercise or exchange of such Convertible Securities.
(ii) Issuance of Convertible Securities. If the
Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one Ordinary Share is at any
time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable
Price, then such Ordinary Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance
or sale of such Convertible Securities for such price per share. For the purposes of this Section 7(a)(ii), the “lowest price per
share for which one Ordinary Share is at any time issuable (or may become issuable assuming all possible market conditions) upon the conversion,
exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest
amounts of consideration (if any) received or receivable by the Company with respect to one Ordinary Share upon the issuance or sale of
the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms thereof
and (y) the lowest conversion price set forth in such Convertible Security for which one Ordinary Share is issuable upon conversion, exercise
or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such
Convertible Security (or any other Person) with respect to any one Ordinary Share upon the issuance or sale of such Convertible Security
plus the value of any other consideration received or receivable consisting of cash, debt forgiveness, assets or other property by, or
benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment
of the Conversion Price shall be made upon the actual issuance of such Ordinary Shares upon conversion, exercise or exchange of such Convertible
Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise
of any Options for which adjustment of the Conversion Price has been or is to be made pursuant to other provisions of this Section 7(a),
except as contemplated below, no further adjustment of the Conversion Price shall be made by reason of such issuance or sale.
(iii) Change in Option Price or Rate of Conversion.
If the purchase or exercise price provided for in any Options provided for in Section 7(a)(i), the additional consideration, if any, payable
upon the issue, conversion, exercise or exchange of any Convertible Securities provided for in Section 7(a)(ii), or the rate at which
any Convertible Securities are convertible into or exercisable or exchangeable for Ordinary Shares increases or decreases at any time
(other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 7(b)
below), the Conversion Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price which would
have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional
consideration or increased or decreased conversion rate (as the case may be) at the time initially granted, issued or sold. For purposes
of this Section 7(a)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Issuance Date are increased
or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Ordinary
Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase
or decrease.. No adjustment pursuant to this Section 7(a) shall be made if such adjustment would result in an increase of the Conversion
Price then in effect
(iv) Calculation of Consideration Received. If any
Option and/or Convertible Security and/or Adjustment Right is issued in connection with the issuance or sale or deemed issuance or sale
of any other securities of the Company (as determined by the Holder, the “Primary Security,” and such Option and/or
Convertible Security and/or Adjustment Right, the “Secondary Securities”), together comprising one integrated transaction
(or one or more transactions if such issuances or sales or deemed issuances or sales of securities of the Company either (A) have at least
one investor or purchaser in common, (B) are consummated in reasonable proximity to each other and/or (C) are consummated under the same
plan of financing), the aggregate consideration per Ordinary Share with respect to such Primary Security shall be deemed to be equal to
the difference of (x) the lowest price per share for which one Ordinary Share was issued (or was deemed to be issued pursuant to Section
7(a)(i) or 7(a)(ii) above, as applicable) in such integrated transaction solely with respect to such Primary Security, minus (y) with
respect to such Secondary Securities, the sum of (I) the Black Scholes Consideration Value of each such Option, if any, (II) the fair
market value (as determined by the Holder in good faith) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right,
if any, and (III) the fair market value (as determined by the Holder) of such Convertible Security, if any, in each case, as determined
on a per share basis in accordance with this Section 7(a)(i). If any Ordinary Shares, Options or Convertible Securities are issued or
sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration
paid for such Ordinary Shares, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration
Value) will be deemed to be the net amount of consideration received by the Company therefor. If any Ordinary Shares, Options or Convertible
Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company (for the purpose
of determining the consideration paid for such Ordinary Shares, Option or Convertible Security, but not for the purpose of the calculation
of the Black Scholes Consideration Value) will be the fair value of such consideration, except where such consideration consists of publicly
traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average
of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any Ordinary Shares,
Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company
is the surviving entity, the amount of consideration therefor (for the purpose of determining the consideration paid for such Ordinary
Shares, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed
to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Ordinary Shares,
Options or Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly traded securities
will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the
occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined
within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser
jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent
manifest error and the fees and expenses of such appraiser shall be borne by the Company.
(v) Record Date. If the Company takes a record of
the holders of Ordinary Shares for the purpose of entitling them (A) to receive a dividend or other distribution payable in Ordinary Shares,
Options or in Convertible Securities or (B) to subscribe for or purchase Ordinary Shares, Options or Convertible Securities, then such
record date will be deemed to be the date of the issuance or sale of the Ordinary Shares deemed to have been issued or sold upon the declaration
of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase (as the
case may be).
(b) Adjustment of Minimum Conversion
Price upon Subdivision or Combination of Ordinary Shares. Without limiting any provision of Section 4(c) or Section 7(a), if the Company
at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, stock combination, recapitalization or other
similar transaction) one or more classes of its outstanding Ordinary Shares into a greater number of shares, the Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced. Without limiting any provision of Section 6, Section 14 or Section
7(a), if the Company at any time on or after the Issuance Date combines (by any stock split, stock dividend, stock combination, recapitalization
or other similar transaction) one or more classes of its outstanding Ordinary Shares into a smaller number of shares, the Conversion Price
in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 7(b) shall
become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this
Section 7(b) occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall
be adjusted appropriately to reflect such event.
(c)
Holder’s Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this Section
7, if the Company in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, Options or Convertible
Securities (any such securities, “Variable Price Securities”), after the Issuance Date that are issuable pursuant to
such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with
the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations
reflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each
of the formulations for such variable price being herein referred to as, the “Variable Price”), the Company shall provide
written notice thereof via facsimile and overnight courier to the Holder on the date of such agreement and the issuance of such Convertible
Securities or Options. From and after the date the Company enters into such agreement or issues any such Variable Price Securities, the
Holder shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for the Conversion Price
or Minimum Conversion Price upon conversion of this Note by designating in the Conversion Notice delivered upon any conversion of this
Note that solely for purposes of such conversion the Holder is relying on the Variable Price rather than the Conversion Price then in
effect. The Holder’s election to rely on a Variable Price for a particular conversion of this Note shall not obligate the Holder
to rely on a Variable Price for any future conversion of this Note .
(d)
Stock Combination Event Adjustments. If at any time and from time to time on or after the Issuance Date there occurs any stock
split, stock dividend, stock combination recapitalization or other similar transaction involving the Ordinary Shares (each, a “Stock
Combination Event,” and such date thereof, the “Stock Combination Event Date”) and the Event Market Price
is less than the Conversion Price then in effect (after giving effect to the adjustment in Section 7(b) above), then on the sixteenth
(16th) Trading Day immediately following such Stock Combination Event Date, the Conversion Price then in effect on such sixteenth
(16th) Trading Day (after giving effect to the adjustment in Section 7(b) above) shall be reduced (but in no event increased)
to the Event Market Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result
in an increase in the Conversion Price hereunder, no adjustment shall be made.
(d) Other Events. In the
event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly applicable, or, if applicable,
would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions of this Section
7 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom
stock rights or other rights with equity features), then the Company’s board of directors shall in good faith determine and implement
an appropriate adjustment in the Conversion Price so as to protect the rights of the Holder, provided that no such adjustment pursuant
to this Section 7(e) will increase the Conversion Price as otherwise determined pursuant to this Section 7, provided further that if the
Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Company’s
board of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing to
make such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose fees and expenses shall
be borne by the Company.
(e) Calculations. All calculations
under this Section 7 shall be made by rounding to the nearest cent or the nearest 1/100th of a share, as applicable. The
number of Ordinary Shares outstanding at any given time shall not include shares owned or held by or for the account of the Company, and
the disposition of any such shares shall be considered an issue or sale of Ordinary Shares.
(f) Voluntary Adjustment by Company.
The Company may at any time during the term of this Note, with the prior written consent of the Lead Holder (as defined in the Securities
Purchase Agreement), reduce the then current Conversion Price of each of the Notes to any amount and for any period of time deemed appropriate
by the board of directors of the Company.
8. TRADING PRICE REDEMPTION. If, at any
time after the Issuance Date and prior to the Maturity Date, the VWAP of the Company’s Ordinary Shares is less than the Minimum
Conversion Price, then the Holder shall have the right, but not the obligation, to require the Company to redeem this Note in full. The
Note subject to redemption pursuant to this Section 8(a) shall be redeemed by the Company in cash at a price (the “Holder Optional
Redemption Price”) equal to 108% of all outstanding Principal and accrued and unpaid Interest and accrued and unpaid Late Charges
(as defined in Section 23(c)), if any, on such Principal and Interest. The Holder may exercise its right to require redemption under this
Section 8(a) by delivering a written notice thereof by facsimile or electronic mail to the Company and all, but not less than all, of
the holders of Notes (the “Holder Optional Redemption Notice” and the date all of the holders of Notes received such
notice is referred to as the “Holder Optional Redemption Notice Date”). The Redemption Notice shall state the date
on which the Redemption shall occur (the “Holder Optional Redemption Date”) which date shall not be less than five
(5) Trading Days nor more than ten (10) Trading Days following the Redemption Notice Date. Notwithstanding anything herein to the contrary,
at any time prior to the date the Redemption Price is paid, in full, the Redemption Amount may be converted, in whole or in part, by the
Holder into Ordinary Shares pursuant to Section 3. All Conversion Amounts converted by the Holder after the Redemption Notice Date shall
reduce the Redemption Amount of this Note required to be redeemed on the Redemption Date. Redemptions made pursuant to this Section 8(a)
shall be made in accordance with Section 11. Notwithstanding the foregoing, if, within Three (3) Business Days’ of receiving the
Redemption Notice, the Company consents to the reduction of the Minimum Purchase Price to a price mutually agreed upon between the Company
and the Lead Holder, each acting reasonably and negotiating in good faith, then the Redemption Notice shall be deemed withdrawn, however,
any withdrawal of such Redemption Notice shall not prejudice the Holder from delivering a new Redemption Notice to the extent this Section
8(a) is subsequently triggered by new events.
9. NONCIRCUMVENTION. The Company hereby
covenants and agrees that the Company will not, by amendment of its Articles of Association (as defined in the Securities Purchase Agreement)
or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all
times in good faith carry out all of the provisions of this Note in all material respects and take all reasonable action as may be required
to protect the rights of the Holder of this Note. Without limiting the generality of the foregoing or any other provision of this Note
or the other Transaction Documents, the Company (a) shall not increase the par value of any Ordinary Shares receivable upon conversion
of this Note above the Conversion Price then in effect, and (b) shall take all such actions as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable Ordinary Shares upon the conversion of this Note. Notwithstanding
anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Issuance Date, the Holder is not permitted to
convert this Note in full for any reason (other than pursuant to restrictions set forth in Section 3(d) hereof), the Company shall use
its commercially reasonable efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals
as necessary to permit such conversion into Ordinary Shares.
10. RESERVATION OF AUTHORIZED SHARES.
(a) Reservation. So long
as any Notes remain outstanding, the Company shall at all times reserve at least 200% of the number of Ordinary Shares as shall from time
to time be necessary to effect the conversion of all of the Notes then outstanding (without regard to any limitations on conversions and
assuming such Notes remain outstanding until the Maturity Date) at the Minimum Conversion Price then in effect (the “Required
Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved)
shall be allocated pro rata among the holders of the Notes based on the original principal amount of the Notes held by each holder on
the Closing Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”).
In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro
rata portion of such holder’s Authorized Share Allocation. Any Ordinary Shares reserved and allocated to any Person which ceases
to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held
by such holders.
(b) Insufficient Authorized Shares.
If, notwithstanding Section 10(a), and not in limitation thereof, at any time while any of the Notes remain outstanding the Company does
not have a sufficient number of authorized and unreserved Ordinary Shares to satisfy its obligation to reserve for issuance upon conversion
of the Notes at least a number of Ordinary Shares equal to the Required Reserve Amount (an “Authorized Share Failure”),
then the Company shall promptly take all action necessary to increase the Company’s authorized Ordinary Shares to an amount sufficient
to allow the Company to reserve the Required Reserve Amount for the Notes then outstanding. Without limiting the generality of the foregoing
sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60)
days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an
increase in the number of authorized Ordinary Shares. In connection with such meeting, the Company shall provide each stockholder with
a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized Ordinary Shares
and to cause its board of directors to recommend to the stockholders that they approve such proposal. In the event that the Company is
prohibited from issuing Ordinary Shares pursuant to the terms of this Note due to the failure by the Company to have sufficient Ordinary
Shares available out of the authorized but unissued Ordinary Shares (such unavailable number of Ordinary Shares, the “Authorized
Failure Shares”), in lieu of delivering such Authorized Failure Shares to the Holder, the Company shall pay cash in exchange
for the redemption of such portion of the Conversion Amount convertible into such Authorized Failure Shares at a price equal to the sum
of the product of (x) such number of Authorized Failure Shares and (y) the average VWAP of the Ordinary Shares for the three Trading Days
during the period commencing on the date the Holder delivers the applicable Conversion Notice with respect to such Authorized Failure
Shares to the Company and ending on the date of such issuance and payment under this Section 10(a). and (ii) to the extent the Holder
purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Holder of Authorized
Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith. Nothing
contained in Section 10(a) or this Section 10(b) shall limit any obligations of the Company under any provision of the Securities Purchase
Agreement
11. REDEMPTIONS.
(a) Mechanics. The Company
shall deliver the applicable Event of Default Redemption Price to the Holder in cash within five (5) Business Days after the Company’s
receipt of the Holder’s Event of Default Redemption Notice. If the Holder has submitted a Change of Control Redemption Notice in
accordance with Section 5(a), the Company shall deliver the applicable Change of Control Redemption Price to the Holder in cash concurrently
with the consummation of such Change of Control if such notice is received prior to the consummation of such Change of Control and within
five (5) Business Days after the Company’s receipt of such notice otherwise. The Company shall deliver the applicable Holder Optional
Redemption Price to the Holder in cash on the applicable Holder Optional Redemption Date. Notwithstanding anything herein to the contrary,
in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction
Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Price hereunder shall be increased
by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in
accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document. In the event of a redemption
of less than all of the Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder a new
Note (in accordance with Section 17(d)) representing the outstanding Principal which has not been redeemed. In the event that the Company
does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company
pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly
return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for which
the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice,
(x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, and (y) the Company shall promptly
return this Note, or issue a new Note (in accordance with Section 17(d)), to the Holder, and in each case the principal amount of this
Note or such new Note (as the case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption
Price (as the case may be, and as adjusted pursuant to this Section 11, if applicable) minus (2) the Principal portion of the Conversion
Amount submitted for redemption. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following
such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date
of such notice with respect to the Conversion Amount subject to such notice.
(b) Redemption by Other Holders.
Upon the Company’s receipt of notice from any of the holders of the Other Notes for redemption or repayment as a result of an event
or occurrence substantially similar to the events or occurrences described in Section 4(b) or Section 5(b) (each, an “Other Redemption
Notice”), the Company shall immediately, but no later than one (1) Business Day of its receipt thereof, forward to the Holder
by facsimile or electronic mail a copy of such notice. If the Company receives a Redemption Notice and one or more Other Redemption Notices,
during the seven (7) Business Day period beginning on and including the date which is two (2) Business Days prior to the Company’s
receipt of the Holder’s applicable Redemption Notice and ending on and including the date which is two (2) Business Days after the
Company’s receipt of the Holder’s applicable Redemption Notice and the Company is unable to redeem all principal, interest
and other amounts designated in such Redemption Notice and such Other Redemption Notices received during such seven (7) Business Day period,
then the Company shall redeem a pro rata amount from each holder of the Notes (including the Holder) based on the principal amount of
the Notes submitted for redemption pursuant to such Redemption Notice and such Other Redemption Notices received by the Company during
such seven (7) Business Day period.
12. VOTING RIGHTS. The Holder shall have
no voting rights as the holder of this Note, except as required by law and as expressly provided in this Note.
13. COVENANTS. Until all of the Notes
have been converted, redeemed or otherwise satisfied in accordance with their terms:
(a) Rank. All payments due
under this Note (a) shall rank pari passu with all Other Notes and (b) shall be senior to all other Indebtedness of the
Company and its Subsidiaries.
(b) Incurrence of Indebtedness.
The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, incur or guarantee, assume
or suffer to exist any Indebtedness (other than (i) the Indebtedness evidenced by this Note and the Other Notes and (ii) other Permitted
Indebtedness).
(c) Existence of Liens. The
Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, allow or suffer to exist any mortgage,
lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights)
owned by the Company or any of its Subsidiaries (collectively, “Liens”) other than Permitted Liens.
(d) Restricted Payments.
The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, redeem, defease, repurchase,
repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part, whether by way of open market
purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other than the Notes) whether by
way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness if at the time such payment is due or
is otherwise made or, after giving effect to such payment, (i) an event constituting an Event of Default has occurred and is continuing
or (ii) an event that with the passage of time and without being cured would constitute an Event of Default has occurred and is continuing.
(e) Restriction on Redemption
and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, redeem,
repurchase or declare or pay any cash dividend or distribution on any of its capital stock.
(f) Restriction on Transfer of
Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, sell, lease, license,
assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights of the Company or any Subsidiary owned
or hereafter acquired whether in a single transaction or a series of related transactions, other than (i) sales, leases, licenses, assignments,
transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries in the ordinary course of business
consistent with its past practice and (ii) sales of inventory and product in the ordinary course of business.
(g) Maturity of Indebtedness.
The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, permit any Indebtedness of
the Company or any of its Subsidiaries to mature or accelerate prior to the Maturity Date.
(h) Preservation of Existence,
Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights
and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing in each
jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification
necessary.
(i) Maintenance of Properties,
Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties
which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted,
and comply, and cause each of its Subsidiaries to comply, at all times with the material provisions of all leases to which it is a party
as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.
(j) Maintenance of Intellectual
Property. The Company will, and will cause each of its Subsidiaries to, take all reasonable action necessary or advisable to maintain
all of the Intellectual Property Rights (as defined in the Securities Purchase Agreement) of the Company and/or any of its Subsidiaries
that are necessary or material to the conduct of its business in full force and effect.
(k) Maintenance of Insurance.
The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies
or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with
respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks
as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally in accordance with sound
business practice by companies in similar businesses similarly situated.
(l) Transactions with Affiliates.
The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a party to, any transaction or
series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of
any kind or the rendering of services of any kind) with any affiliate, except transactions in the ordinary course of business in a manner
and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business, for fair consideration
and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s length transaction with
a Person that is not an affiliate thereof.
(m) Restricted Issuances.
The Company shall not, directly or indirectly, without the prior written consent of the Lead Holder, (i) issue any Notes (other than as
contemplated by the Securities Purchase Agreement and the Notes) or (ii) issue any other securities that would cause a breach or default
under the Notes or the Warrants.
(n) Change in Nature of Business.
The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, engage in any material line
of business substantially different from those lines of business conducted by or publicly contemplated to be conducted by the Company
and each of its Subsidiaries on the Subscription Date or any business substantially related or incidental thereto. The Company shall not,
and the Company shall cause each of its Subsidiaries to not, directly or indirectly, modify its or their corporate structure or purpose.
14. . DISTRIBUTION OF ASSETS. In
addition to any adjustments pursuant to Section 7, if the Company shall declare or make any dividend or other distributions of its assets
(or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including
without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder
will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion
of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose
that the Note was converted at the Minimum Conversion Price as of the applicable record date) immediately prior to the date on which a
record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be
determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution
would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to
participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares
of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such
Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not
result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted
such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly
in abeyance) to the same extent as if there had been no such limitation)..
15. AMENDING THE TERMS OF THIS NOTE.
Except for Section 3(d)(i), which may not be amended, modified or waived by the parties hereto, the prior written consent of the Lead
Holder shall be required for any change, waiver or amendment to this Note.
16. TRANSFER. This Note and any Ordinary
Shares issued upon conversion of this Note may be offered, sold, assigned or transferred by the Holder without the consent of the Company,
subject only to the provisions of Section 2(g) of the Securities Purchase Agreement.
17. REISSUANCE OF THIS NOTE.
(a) Transfer. If this Note
is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon
the order of the Holder a new Note (in accordance with Section 17(d)), registered as the Holder may request, representing the outstanding
Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance
with Section 17(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance
of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii) following conversion or redemption of any portion
of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on the face of this Note.
(b) Lost, Stolen or Mutilated
Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in
the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable form
and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new
Note (in accordance with Section 17(d)) representing the outstanding Principal.
(c) Note Exchangeable for Different
Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new
Note or Notes (in accordance with Section 17(d) and in principal amounts of at least $10,000) representing in the aggregate the outstanding
Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder
at the time of such surrender.
(d) Issuance of New Notes.
Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with
this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new
Note being issued pursuant to Section 17(a) or Section 17(c), the Principal designated by the Holder which, when added to the principal
represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding under
this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note,
which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent
accrued and unpaid Interest and Late Charges on the Principal and Interest of this Note, from the Issuance Date.
18. REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS,
BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and in addition to all other remedies available
under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure
by the Company to comply with the terms of this Note. No failure on the part of the Holder to exercise, and no delay in exercising, any
right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Holder of any right,
power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. In addition, the exercise
of any right or remedy of the Holder at law or equity or under this Note or any of the documents shall not be deemed to be an election
of Holder’s rights or remedies under such documents or at law or equity. The Company covenants to the Holder that there shall be
no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with
respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall
not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company
acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for
any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder
shall be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary and permanent injunctive
or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and
without posting a bond or other security. The Company shall provide all information and documentation to the Holder that is requested
by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note (including, without
limitation, compliance with Section 7).
19. PAYMENT OF COLLECTION, ENFORCEMENT AND
OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through
any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this
Note and the Company is not in good faith contesting such actions or (b) there occurs any bankruptcy, reorganization, receivership of
the Company or other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall
pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization,
receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements. The Company expressly acknowledges
and agrees that no amounts due under this Note shall be affected, or limited, by the fact that the purchase price paid for this Note was
less than the original Principal amount hereof.
20. CONSTRUCTION; HEADINGS. This Note
shall be deemed to be jointly drafted by the Company and the initial Holder and shall not be construed against any such Person as the
drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of,
this Note. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter,
singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like
import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”
“hereof” and words of like import refer to this entire Note instead of just the provision in which they are found. Unless
expressly indicated otherwise, all section references are to sections of this Note. Terms used in this Note and not otherwise defined
herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on the Closing Date in such other
Transaction Documents unless otherwise consented to in writing by the Holder.
21. FAILURE OR INDULGENCE NOT WAIVER.
No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other
right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving
party. Notwithstanding the foregoing, nothing contained in this Section 21 shall permit any waiver of any provision of Section 3(d).
22. DISPUTE RESOLUTION.
(a) Submission to Dispute Resolution.
(i) In the case of a dispute relating
to a Closing Bid Price, a Closing Sale Price, a Conversion Price, a Black Scholes Consideration Value, a VWAP or a fair market value or
the arithmetic calculation of a Conversion Rate, or the applicable Redemption Price (as the case may be) (including, without limitation,
a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute
to the other party via facsimile or electronic mail (A) if by the Company, within five (5) Business Days after the occurrence of the circumstances
giving rise to such dispute or (B) if by the Holder at any time after the Holder learned of the circumstances giving rise to such dispute.
If the Holder and the Company are unable to promptly resolve such dispute relating to such Closing Bid Price, such Closing Sale Price,
such Conversion Price, such Black Scholes Consideration Value, such VWAP or such fair market value, or the arithmetic calculation of such
Conversion Rate or such applicable Redemption Price (as the case may be), at any time after the second (2nd) Business Day following
such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be),
then the Holder may, at its sole option, select an independent, reputable investment bank, reasonably acceptable to the Company, to resolve
such dispute.
(ii) The Holder and the Company shall
each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of
this Section 22 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m.
(New York time) by the fifth (5th) Business Day immediately following the date on which the Holder selected such investment
bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B)
are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if
either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then
the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right
to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment
bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to
the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such
investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support
to such investment bank in connection with such dispute (other than the Required Dispute Documentation).
(iii) The Company and the Holder shall
cause such investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later
than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall
be borne solely by the Company, and such investment bank’s resolution of such dispute shall be final and binding upon all parties
absent manifest error.
(b) Miscellaneous. The Company
expressly acknowledges and agrees that (i) this Section 22 constitutes an agreement to arbitrate between the Company and the Holder (and
constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice Law and Rules (“CPLR”)
and that the Holder is authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance
with this Section 22, (ii) a dispute relating to a Conversion Price includes, without limitation, disputes as to (A) whether an issuance
or sale or deemed issuance or sale of Ordinary Shares occurred under Section 7(a), (B) the consideration per share at which an issuance
or deemed issuance of Ordinary Shares occurred, (C) whether any issuance or sale or deemed issuance or sale of Ordinary Shares was an
issuance or sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument, security or the like constitutes
and Option or Convertible Security and (E) whether a Dilutive Issuance occurred, (iii) the terms of this Note and each other applicable
Transaction Document shall serve as the basis for the selected investment bank’s resolution of the applicable dispute, such investment
bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank
determines are required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute
such investment bank shall apply such findings, determinations and the like to the terms of this Note and any other applicable Transaction
Documents, (iv) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described in this
Section 22 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set
forth in this Section 22 and (v) nothing in this Section 22 shall limit the Holder from obtaining any injunctive relief or other equitable
remedies (including, without limitation, with respect to any matters described in this Section 22).
23. NOTICES; CURRENCY; PAYMENTS.
(a) Notices. Whenever notice
is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f)
of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to
this Note, including in reasonable detail a description of such action and the reason therefore. Without limiting the generality of the
foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the Conversion Price, setting forth
in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which
the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Ordinary Shares, (B) with respect
to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property
to holders of Ordinary Shares or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation,
provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided
to the Holder.
(b) Currency. All dollar
amounts referred to in this Note are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Note
shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent
amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount
of currency to be converted into U.S. Dollars pursuant to this Note, the U.S. Dollar exchange rate as published in the Wall Street Journal
on the relevant date of calculation (it being understood and agreed that where an amount is calculated with reference to, or over, a period
of time, the date of calculation shall be the final date of such period of time).
(c) Payments. Whenever any
payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth herein, such payment
shall be made in lawful money of the United States of America by a certified check drawn on the account of the Company and sent via overnight
courier service to such Person at such address as previously provided to the Company in writing (which address, in the case of each of
the Holders, shall initially be as set forth on the Schedule of Holders attached to the Securities Purchase Agreement), provided that
the Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with prior
written notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to be due by
the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is
a Business Day. Any amount of Principal or other amounts due under the Transaction Documents which is not paid when due (except to the
extent such amount is simultaneously accruing Interest at the Default Rate hereunder) shall result in a late charge being incurred and
payable by the Company in an amount equal to interest on such amount at the rate of eighteen percent (18%) per annum from the date such
amount was due until the same is paid in full (“Late Charge”).
24. CANCELLATION. After all Principal,
accrued Interest, Late Charges and other amounts at any time owed on this Note have been paid in full, this Note shall automatically be
deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.
25. WAIVER OF NOTICE. To the extent permitted
by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other demands and notices in connection with
the delivery, acceptance, performance, default or enforcement of this Note and the Securities Purchase Agreement.
26. GOVERNING LAW. This Note shall be
construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of
this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York. Except as otherwise required by Section 22 above, the Company hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein
(i) shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other
jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such
obligations, or to enforce a judgment or other court ruling in favor of the Holder or (ii) shall limit, or shall be deemed or construed
to limit, any provision of Section 22. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED
HEREBY.
27. JUDGMENT CURRENCY.
(a) If for the purpose of obtaining or
enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert into any other currency (such
other currency being hereinafter in this Section 27 referred to as the “Judgment Currency”) an amount due in U.S. dollars
under this Note, the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding:
(i) the date actual payment of the amount
due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction that will give effect to such
conversion being made on such date: or
(ii) the date on which the foreign court
determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant
to this Section 27(a)(ii) being hereinafter referred to as the “Judgment Conversion Date”).
(b) If in the case of any proceeding
in the court of any jurisdiction referred to in Section 27(a)(ii) above, there is a change in the Exchange Rate prevailing between the
Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay such adjusted amount as may
be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate prevailing on the date of payment,
will produce the amount of US dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment
or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.
(c) Any amount due from the Company under
this provision shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or
in respect of this Note.
28. SEVERABILITY. If any provision of
this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision
that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be
valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions
of this Note so long as this Note as so modified continues to express, without material change, the original intentions of the parties
as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially
impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise
be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable
provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).
29. MAXIMUM PAYMENTS. Without limiting
Section 9(d) of the Securities Purchase Agreement, nothing contained herein shall be deemed to establish or require the payment of a rate
of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to
be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited
against amounts owed by the Company to the Holder and thus refunded to the Company.
30. CERTAIN DEFINITIONS. For purposes
of this Note, the following terms shall have the following meanings:
(a) “1933 Act” means
the Securities Act of 1933, as amended, and the rules and regulations thereunder.
(b) “1934 Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
(c) “Adjustment Right”
means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed
issuance or sale in accordance with Section 7) of Ordinary Shares (other than rights of the type described in Section 6(a) hereof) that
could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including,
without limitation, any cash settlement rights, cash adjustment or other similar rights).
(d) “Affiliate” means,
with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with,
such Person, it being understood for purposes of this definition that “control” of a Person means the power directly or indirectly
either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct or cause the
direction of the management and policies of such Person whether by contract or otherwise.
(e) “Approved Stock Plan”
means any employee benefit plan which has been approved by the board of directors and stockholders of the Company prior to or subsequent
to the Issuance Date pursuant to which Ordinary Shares and options to purchase Ordinary Shares may be issued to any employee, officer
or director for services provided to the Company in their capacity as such.
(f) “Attribution Parties”
means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts,
currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s investment manager
or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person
acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other Persons whose
beneficial ownership of the Company’s Ordinary Shares would or could be aggregated with the Holder’s and the other Attribution
Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder
and all other Attribution Parties to the Maximum Percentage.
(g) “Black Scholes Consideration
Value” means the value of the applicable Option, Convertible Security or Adjustment Right (as the case may be) as of the date
of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing
(i) an underlying price per share equal to the Closing Sale Price of the Ordinary Shares on the Trading Day immediately preceding the
public announcement of the execution of definitive documents with respect to the issuance of such Option, Convertible Security or Adjustment
Right (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining
term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance of such Option, Convertible
Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected volatility equal to the greater of
100% and the 100 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization
factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible Security or Adjustment Right (as
the case may be).
(h) “Bloomberg” means
Bloomberg, L.P.
(i) “Business Day”
means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by
law to remain closed.
(j) “Change of Control”
means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect, wholly-owned Subsidiaries
with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of the Ordinary Shares in which
holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification continue after
such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly, are, in all
material respects, the holders of a majority of the voting power of the surviving entity (or entities with the authority or voting power
to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such
reorganization, recapitalization or reclassification, or (iii) pursuant to a migratory merger effected solely for the purpose of changing
the jurisdiction of incorporation of the Company or any of its Subsidiaries.
(k) “Change of Control Redemption
Premium” means 125%.
(l) “Closing Bid Price”
and “Closing Sale Price” means, for any security as of any date, the last closing bid price and last closing trade
price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate
on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then the last
bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the
Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade
price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as
reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security
in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price
or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively,
of any market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC).
If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases,
the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall be the fair market value as mutually
determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security,
then such dispute shall be resolved in accordance with the procedures in Section 22. All such determinations shall be appropriately adjusted
for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during such period.
(m) “Closing Date”
shall have the meaning set forth in the Securities Purchase Agreement, which date is the date the Company issued Notes pursuant to the
terms of the Securities Purchase Agreement.
(n) “Convertible Securities”
means any stock or other security (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible
into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any Ordinary Shares.
(o) “Disruption Event”
means any change, or any development involving a prospective change, in local, national or international monetary, financial, political
or economic conditions (including any disruption to or restriction on trading generally, or trading in any securities of the Issuer on
any stock exchange or in any over-the-counter market) or currency exchange rates or foreign exchange controls such as would in its view,
be likely to prejudice materially (i) the distribution of the Notes or dealings in the Notes in the secondary market or (ii) the conversion
of the Notes or the issuance of Conversion Shares or dealings in the Common Stock, or affect the Holder’s ability to hedge its risks
or any other financial or business risks in connection with the transaction contemplated under this Transaction Documents or substantially
increase the cost for such hedging, as determined in the sole discretion of the Holder acting in good faith.
(p) “Eligible Market”
means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or the Principal Market.
(q) “Event Market Price”
means, with respect to any Stock Combination Event Date, the quotient determined by dividing (x) the sum of the VWAP of the Ordinary Shares
for each of the five (5) Trading Days with the lowest VWAP of the Ordinary Shares during the fifteen (15) consecutive Trading Day period
ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such Stock Combination Event Date, divided
by (y) five (5).
(r) “Excluded Securities”
means (i) Ordinary Shares or Options issued to directors, officers or employees of the Company for services rendered to the Company in
their capacity as such pursuant to an Approved Stock Plan (as defined above), provided that (A) all such issuances (taking into account
the shares of Common Stock issuable upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not, in
the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately prior to the Subscription Date and (B) the exercise
price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none
of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Holders
(ii) Ordinary Shares issued upon the conversion or exercise of Convertible Securities or Options (other than options to purchase Ordinary
Shares issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Issuance Date, provided that
the conversion price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved
Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities or Options (other than standard options
to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number
of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities or Options (other than standard options
to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed
in any manner that adversely affects any of the Holders (iii) the Ordinary Shares issuable upon conversion of the Notes or otherwise pursuant
to the terms of the Notes; provided, that the terms of the Notes are not amended, modified or changed on or after the Issuance Date (other
than antidilution adjustments pursuant to the terms thereof in effect as of the Issuance Date); (iv) the Ordinary Shares issuable upon
exercise of the Warrants; provided, that the terms of the Warrants are not amended, modified or changed on or after the Issuance Date
(other than antidilution adjustments pursuant to the terms thereof in effect as of the Issuance Date); and (v) issuances of Ordinary Shares
in strategic transactions by the Company provided that (x) such issuances, in the aggregate, do not exceed ten percent (10%) of the number
of the Company’s Ordinary Shares then issued and outstanding, (y) such Ordinary Shares are subject to contractual six (6) month
lockup restrictions reasonably satisfactory to the Holder and (z) such issuances are limited to transactions with customers, suppliers
or peers operating within the Company’s industry..
(s) “Fundamental Transaction”
means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related
transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Subject Entity,
or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or
any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii)
make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Ordinary Shares be subject to or
party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either
(x) 50% of the outstanding Ordinary Shares, (y) 50% of the outstanding Ordinary Shares calculated as if any Ordinary Shares held by all
Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer
were not outstanding; or (z) such number of Ordinary Shares such that all Subject Entities making or party to, or Affiliated with any
Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule
13d-3 under the 1934 Act) of at least 50% of the outstanding Ordinary Shares, or (iv) consummate a stock or share purchase agreement or
other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with
one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of
the outstanding Ordinary Shares, (y) at least 50% of the outstanding Ordinary Shares calculated as if any Ordinary Shares held by all
the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other
business combination were not outstanding, or (z) such number of Ordinary Shares such that the Subject Entities become collectively the
beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding Ordinary Shares, or (v) reorganize,
recapitalize or reclassify its Ordinary Shares, (B) the Company shall, directly or indirectly, including through subsidiaries, Affiliates
or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be
or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition,
purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding Ordinary Shares, merger, consolidation, business
combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or
otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding
Ordinary Shares, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares not held
by all such Subject Entities as of the date of this Note calculated as if any Ordinary Shares held by all such Subject Entities were not
outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares or other
equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction
requiring other stockholders of the Company to surrender their Ordinary Shares without approval of the stockholders of the Company or
(C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance
of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this
definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms
of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent
with the intended treatment of such instrument or transaction.
(t) “Group” means
a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.
(u) “IFRS” means International
Financial Reporting Standards as issued by the International Accounting Standards Board, consistently applied.
(v) “Interest Date”
means, with respect to any given calendar quarter, (x) the first Trading Day of such calendar quarter and (y) if applicable, the Maturity
Date.
(w) “Interest Rate”
means 4.00% per annum over the Secured Overnight Financing Rate (SOFR).
(x) “Maturity Date”
shall mean [_____], 2025; provided, however, the Maturity Date may be extended at the option of the Holder (i) in the event that, and
for so long as, an Event of Default shall have occurred prior to the Maturity Date and be continuing or any event shall have occurred
and be continuing that with the passage of time and the failure to cure would result in an Event of Default or (ii) through the date that
is twenty (20) Business Days after the consummation of a Fundamental Transaction in the event that a Fundamental Transaction is publicly
announced or a Change of Control Notice is delivered prior to the Maturity Date, provided further that if a Holder elects to convert some
or all of this Note pursuant to Section 3 hereof, and the Conversion Amount would be limited pursuant to Section 3(d) hereunder, the Maturity
Date shall automatically be extended until such time as such provision shall not limit the conversion of this Note.
(y) “Minimum Conversion Price”
means $0.20; provided that if at any time while this Note is outstanding, the three (3) day VWAP of the Company’s Ordinary
Shares is less than $0.20, then the “Minimum Conversion Price” shall thereafter be $0.05 (the “Adjusted Minimum Conversion
Price”).
(z) “Options” means
any rights, warrants or options to subscribe for or purchase Ordinary Shares or Convertible Securities other than any rights, warrants
or options issued under an Approved Stock Plan.
(aa) “Ordinary Shares”
means (i) the Company’s Class A Ordinary Shares, $0.0001 par value per share, and (ii) any capital stock into which such Class A
Ordinary Shares shall have been changed or any share capital resulting from a reclassification of such Class A Ordinary Shares.
(bb) “Parent Entity”
of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent equity security
is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with
the largest public market capitalization as of the date of consummation of the Fundamental Transaction.
(cc) “Permitted Indebtedness”
means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) Indebtedness set forth on Schedule 3(s) to the Securities Purchase
Agreement, as in effect as of the Issuance Date, (iii) Indebtedness secured by Permitted Liens or unsecured but as described in clauses
(iv) and (v) of the definition of Permitted Liens and (iv) Indebtedness in which the proceeds thereof, in whole or in part, redeems and
pays in full this Note and all of the Other Notes then outstanding in accordance herewith and therewith.
(dd) “Permitted Liens”
means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate
reserves have been established in accordance with IFRS, (ii) any statutory Lien arising in the ordinary course of business by operation
of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation of law, such as materialmen’s
liens, mechanics’ liens and other similar liens, arising in the ordinary course of business with respect to a liability that is
not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv) Liens (A) upon or in any equipment
acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment or Indebtedness incurred solely
for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such equipment at the time of its acquisition,
provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such equipment, in
either case, with respect to Indebtedness in an aggregate amount not to exceed $50,000, (v) Liens incurred in connection with the extension,
renewal or refinancing of the Indebtedness secured by Liens of the type described in clause (iv) above, provided that any extension, renewal
or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being
extended, renewed or refinanced does not increase, (vi) Liens in favor of customs and revenue authorities arising as a matter of law to
secure payments of custom duties in connection with the importation of goods, and (vii) Liens arising from judgments, decrees or attachments
in circumstances not constituting an Event of Default under Section 4(a)(xii).
(ee) “Person” means
an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any
other entity or a government or any department or agency thereof.
(ff) “Principal Market”
means the Nasdaq Stock Market.
(gg) “Redemption Notices”
means, collectively, the Event of Default Redemption Notices, the Holder Optional Redemption Notices and the Change of Control Redemption
Notices, and each of the foregoing, individually, a “Redemption Notice.”
(hh) “Redemption Premium”
means 125%.
(ii) “Redemption Prices”
means, collectively, Event of Default Redemption Prices, the Change of Control Redemption Prices and the Holder Optional Redemption Prices,
and each of the foregoing, individually, a “Redemption Price.”
(jj) “Registration Rights Agreement”
means that certain registration rights agreement, dated as of the Closing Date, by and among the Company and the initial holders of the
Notes relating to, among other things, the registration of the resale of the Ordinary Shares issuable upon conversion of the Notes or
otherwise pursuant to the terms of the Notes and exercise of the Warrants, as may be amended from time to time.
(kk) “SEC” means the
United States Securities and Exchange Commission or the successor thereto.
(ll) “Securities Purchase Agreement”
means that certain securities purchase agreement, dated as of the Issuance Date, by and among the Company and the initial holders of the
Notes pursuant to which the Company issued the Notes, as may be amended from time to time.
(mm) “Subject Entity”
means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.
(nn) “Successor Entity”
means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental Transaction
or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been entered into.
(oo) “Trading Day”
means, as applicable, (x) with respect to all price or trading volume determinations relating to the Ordinary Shares, any day on which
the Ordinary Shares is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Ordinary
Shares, then on the principal securities exchange or securities market on which the Ordinary Shares is then traded, provided that “Trading
Day” shall not include any day on which the Ordinary Shares are scheduled to trade on such exchange or market for less than 4.5
hours or any day that the Ordinary Share are suspended from trading during the final hour of trading on such exchange or market (or if
such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending
at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with respect
to all determinations other than price determinations relating to the Ordinary Shares, any day on which The New York Stock Exchange (or
any successor thereto) is open for trading of securities.
(pp) “VWAP” means,
for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the Principal
Market is not the principal trading market for such security, then on the principal securities exchange or securities market on which
such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported
by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does not apply,
the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security
during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg, or, if no dollar
volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest Closing Bid Price
and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by OTC Markets
Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases,
the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company
and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with
the procedures in Section 22. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination,
recapitalization or other similar transaction during such period.
31. DISCLOSURE. Upon receipt or delivery
by the Company of any notice in accordance with the terms of this Note, unless the Company has in good faith determined that the matters
relating to such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries, the Company
shall within four (4) Business Days of such receipt or prior to (or simultaneous with) such delivery, as applicable, publicly disclose
such material, non-public information on a Report of Foreign Private Issuer on Form 6-K or otherwise. In the event that the Company believes
that a notice contains material, non-public information relating to the Company or any of its Subsidiaries, the Company so shall indicate
to the Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to
presume that all matters relating to such notice do not constitute material, non-public information relating to the Company or any of
its Subsidiaries. If the Company or any of its Subsidiaries provides material non-public information to the Holder that is not simultaneously
filed in a Report of Foreign Private Issuer on Form 6-K and the Holder has not agreed to receive such material non-public information,
the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries
or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to any of the foregoing not
to trade on the basis of, such material non-public information. Nothing contained in this Section 31 shall limit any obligations of the
Company, or any rights of the Holder, under Section 4(i) of the Securities Purchase Agreement.
[signature page follows]
IN WITNESS WHEREOF, the Company has caused this Note
to be duly executed as of the Issuance Date set out above.
| |
FUSION FUEL GREEN PLC |
|
| |
|
|
|
| |
By: |
|
|
| |
Name: |
|
|
| |
Title: |
|
|
Convertible Note - Signature Page
EXHIBIT I
FUSION FUEL GREEN PLC
CONVERSION NOTICE
Reference is made to the Convertible Note (the “Note”)
issued to the undersigned by FUSION FUEL GREEN PLC, a public limited company formed under the laws of Ireland (the “Company”).
In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of
the Note indicated below into Class A Ordinary Shares, $0.0001 par value per share (the “Ordinary Shares”), of the
Company, as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note.
Date of Conversion: ______________________________________________________________________
AGGREGATE CONVERSION
AMOUNT TO BE CONVERTED: __________________________________________________________
Please confirm the following information:
Conversion Price: ________________________________________________________________________
Number of Ordinary Shares to be issued: _______________________________________________________________________
Notwithstanding anything to the contrary contained herein, this Conversion
Notice shall constitute a representation by the Holder of the Note submitting this Conversion Notice that after giving effect to the conversion
provided for in this Conversion Notice, such Holder (together with its affiliates) will not have beneficial ownership (together with the
beneficial ownership of such Person’s affiliates) of a number of Ordinary Shares which exceeds the Maximum Percentage (as defined
in the Note) of the total outstanding Ordinary Shares of the Company as determined pursuant to the provisions of Section 3(d)(i) of the
Note.
Please issue the Ordinary Shares into which the Note is being converted
to Holder, or for its benefit, as follows:
| |
☐ |
Check here if requesting delivery as a certificate to the following name and to the following address: |
| |
☐ |
Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: |
| |
DTC Participant: |
|
| |
|
|
| |
DTC Number: |
|
| |
|
|
| |
Account Number: |
|
Date: _____________ __, ____
_______________________________________
| Name of Registered Holder |
|
| |
|
|
| By: |
|
|
| Name: |
|
|
| Title: |
|
|
Tax ID: _____________________
Facsimile: ___________________
E-mail Address:
Exhibit II
ACKNOWLEDGMENT
The Company hereby (a) acknowledges this Conversion
Notice, (b) certifies that the above indicated number of Ordinary Shares [are][are not] eligible to be resold by the Holder either (i)
pursuant to Rule 144 (subject to the Holder’s execution and delivery to the Company of a customary 144 representation letter) or
(ii) an effective and available registration statement and (c) hereby directs _________________ to issue the above indicated number of
Ordinary Shares in accordance with the Transfer Agent Instructions dated _____________, 20__ from the Company and acknowledged and agreed
to by ________________________.
| |
FUSION FUEL GREEN PLC |
|
| |
|
|
|
| |
By: |
|
|
| |
Name: |
|
|
| |
Title: |
|
|
Exhibit 4.2
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A)
AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE
HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. THE NUMBER
OF ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION
1(a) OF THIS WARRANT.
FUSION FUEL GREEN PLC
WARRANT TO SUBSCRIBE FOR CLASS A ORDINARY SHARES
Warrant No.:
Date of Issuance: [
], 2023 (“Issuance Date”)
FUSION FUEL GREEN PLC, a public limited company formed
under the laws of Ireland (the “Company”), hereby certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, [BUYER], the registered holder hereof or its permitted assigns (the “Holder”),
is entitled, subject to the terms set forth below, to subscribe from the Company, at the Exercise Price (as defined below) then in effect,
upon exercise of this Warrant to Subscribe for Class A Ordinary Shares (including any Warrants to Subscribe for Class A Ordinary Shares
issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date,
but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), _________________ (subject to adjustment as provided
herein) fully paid and non-assessable Ordinary Shares (as defined below) (the “Warrant Shares,” and such number of
Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warrant shall
have the meanings set forth in Section 17. This Warrant is one of the Warrants to Subscribe for Class A Ordinary Shares (the “SPA
Warrants”) issued pursuant to Section 1 of that certain Securities Subscription Agreement, dated as of [___], 2023, by and among
the Company and the investors (the “Buyers”) referred to therein, as amended from time to time (the “Securities
Subscription Agreement”).
1. EXERCISE OF WARRANT.
(a) Mechanics of Exercise. Subject to
the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised
by the Holder on any day on or after the Issuance Date (an “Exercise Date”), in whole or in part, by delivery (whether
via facsimile, electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit A (the
“Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an
exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect
on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant was so exercised (the “Aggregate
Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company in such
Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)) and nothing contained herein
to the contrary shall obligate the Company to issue any Warrant Shares to the Holder unless the Aggregate Exercise Price, if and as applicable,
has been delivered to the Company by the Holder. The Holder shall not be required to deliver the original of this Warrant in order to
effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have
the same effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the right to subscribe for the
remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have
the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof.
On or before the first (1st) Trading Day following the date on which the Company has received an Exercise Notice, the Company
shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached
hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer Agent”),
which confirmation shall constitute an instruction to the Transfer Agent to process such Exercise Notice in accordance with the terms
herein. On or before the second (2nd) Trading Day following the date on which the Company has received an Exercise Notice (or such earlier
date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares
initiated on the applicable Exercise Date), the Company shall (X) provided that the Transfer Agent is participating in The Depository
Trust Company (“DTC”) Fast Automated Securities Transfer Program and restrictive legends are not required in accordance
with Section 5(d) of the Securities Subscription Agreement, upon the request of the Holder, credit such aggregate number of Ordinary Shares
to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through
its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer
Program or restrictive legends are required in accordance with Section 5(c) of the Securities Subscription Agreement, upon the request
of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice, a certificate,
registered in the name of the Holder or its designee, for the number of Ordinary Shares to which the Holder shall be entitled pursuant
to such exercise. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder
of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are
credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may
be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented
by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise and upon surrender
of this Warrant to the Company by the Holder, then, at the request of the Holder, the Company shall as soon as practicable and in no event
later than two (2) Business Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant
(in accordance with Section 7(d)) representing the right to subscribe for the number of Warrant Shares purchasable immediately prior to
such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Ordinary
Shares are to be issued upon the exercise of this Warrant, but rather the number of Ordinary Shares to be issued shall be rounded up to
the nearest whole number. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including,
without limitation, fees and expenses of the Transfer Agent) that may be payable with respect to the issuance and delivery of Warrant
Shares upon exercise of this Warrant. Notwithstanding anything to the contrary contained in this Warrant or the Registration Rights Agreement,
after the effective date of the Registration Statement (as defined in the Registration Rights Agreement) and prior to the Holder’s
receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement), the Company shall cause the Transfer Agent
to deliver unlegended Ordinary Shares to the Holder (or its designee) in accordance with the Securities Subscription Agreement. From the
Issuance Date through and including the Expiration Date, the Company shall maintain a transfer agent that participates in the DTC’s
Fast Automated Securities Transfer Program.
(b) Exercise Price. For purposes of this
Warrant, “Exercise Price” means $[___], subject to adjustment as provided herein.
(c) Company’s Failure to Timely Deliver
Securities. If the Company shall fail, for any reason or for no reason, on or prior to the Share Delivery Date, either (I) if the
Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, to issue and deliver to the Holder (or its
designee) a certificate for the number of Warrant Shares to which the Holder is entitled and register such Warrant Shares on the Company’s
share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, to credit the balance
account of the Holder or the Holder’s designee with DTC for such number of Warrant Shares to which the Holder is entitled upon the
Holder’s exercise of this Warrant (as the case may be) or (II) if a Registration Statement covering the resale of the Warrant Shares
that are the subject of the Exercise Notice (the “Unavailable Warrant Shares”) is not available for the resale of such
Unavailable Warrant Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights
Agreement (x) so notify the Holder and (y) deliver the Warrant Shares electronically without any restrictive legend by crediting such
aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s
balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II)
is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery
Failure”), and if on or after such Share Delivery Date the Holder purchases (in an open market transaction or otherwise) Ordinary
Shares corresponding to all or any portion of the number of Ordinary Shares issuable upon such exercise that the Holder is entitled to
receive from the Company and has not received from the Company in connection with such Delivery Failure or Notice Failure, as applicable
(a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two (2) Business
Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the
Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares
so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”),
at which point the related exercise shall be deemed consummated without the need for the Company to deliver such certificate or credit
such Holder’s balance account, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates
representing such Warrant Shares or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC
for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) and pay
cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Warrant Shares
multiplied by (B) the lowest Closing Sale Price of the Ordinary Shares on any Trading Day during the period commencing on the date of
the applicable Exercise Notice and ending on the date of such issuance and payment under this clause (ii) (the “Buy-In Payment
Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in
equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure
to timely deliver certificates representing Ordinary Shares (or to electronically deliver such Ordinary Shares) upon the exercise of this
Warrant as required pursuant to the terms hereof. While this Warrant is outstanding, the Company shall cause its transfer agent to participate
in the DTC Fast Automated Securities Transfer Program. In addition to the foregoing rights, (i) if the Company fails to deliver the applicable
number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable Share Delivery Date, then the Holder shall have the
right to rescind such exercise in whole or in part and retain and/or have the Company return, as the case may be, any portion of this
Warrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission of an exercise shall not affect the
Company’s obligation to make any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise,
and (ii) if a registration statement covering the issuance or resale of the Warrant Shares that are subject to an Exercise Notice is not
available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares and the Holder has submitted an Exercise Notice
prior to receiving notice of the non-availability of such registration statement and the Company has not already delivered the Warrant
Shares underlying such Exercise Notice electronically without any restrictive legend by crediting such aggregate number of Warrant Shares
to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through
its Deposit / Withdrawal At Custodian system, the Holder shall have the option, by delivery of notice to the Company, to (x) rescind such
Exercise Notice in whole or in part and retain or have returned, as the case may be, any portion of this Warrant that has not been exercised
pursuant to such Exercise Notice; provided that the rescission of an Exercise Notice shall not affect the Company’s obligation to
make any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and/or (y) switch some
or all of such Exercise Notice from a cash exercise to a Cashless Exercise. For purposes hereof, “Share Delivery Date”
means the later of ((i) two (2) Trading Days after receipt of the applicable Exercise Notice (or such earlier date as required pursuant
to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable
Exercise Date) and (ii) one (1) Trading Day after the Company’s receipt of the Aggregate Exercise Price (or valid notice of a Cashless
Exercise.
(d) Cashless Exercise. Notwithstanding
anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise hereof a Registration Statement
(as defined in the Registration Rights Agreement) is not effective[1] (or the prospectus contained therein is not available
for use) for the resale by the Holder of all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant
in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment
of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of Warrant Shares determined
according to the following formula (a “Cashless Exercise”):
| |
Net Number = |
(A x B) - (A x C) |
|
| |
|
D |
|
| |
|
|
|
| |
For purposes of the foregoing formula: |
A= the total number of shares with respect
to which this Warrant is then being exercised.
B = the VWAP of the Ordinary Shares at
the close of business on the Principal Market as of the Trading Day immediately prior to the date of the delivery of the applicable Exercise
Notice.
C = the Exercise Price then in effect
for the applicable Warrant Shares at the time of such exercise.
D = the VWAP of the Ordinary Shares at
the close of business on the Principal Market on the date of the delivery of the applicable Exercise Notice.
If the Warrant Shares are issued in a Cashless Exercise,
the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant Shares take on the registered characteristics
of the Warrants being exercised. For purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the Subscription Date, it
is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding
period for the Warrant Shares shall be deemed to have commenced, on the Issuance Date.
(e) Disputes. In the case of a dispute
as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares to be issued pursuant to the
terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute
in accordance with Section 13.
(f) Limitations on Exercises.
(i) Beneficial Ownership.
The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion
of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never
made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would
beneficially own in excess of 9.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after
giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by
the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution
Parties plus the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which the determination of such sentence
is being made, but shall exclude Ordinary Shares which would be issuable upon (A) exercise of the remaining, unexercised portion of this
Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred
stock or warrants, including other SPA Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation
on conversion or exercise analogous to the limitation contained in this Section 1(f)(i). For purposes of this Section 1(f)(i), beneficial
ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding
Ordinary Shares the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely
on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F, Report of
Foreign Private Issuer on Form 6-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the
Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding
(the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when
the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the
Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause
the Holder’s beneficial ownership, as determined pursuant to this Section 1(f)(i), to exceed the Maximum Percentage, the Holder
must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by
which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall
return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral
request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder
the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving
effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party
since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the
Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the
aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the 1934
Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership
exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio,
and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance
of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the
Excess Shares. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage
shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1)
of the 1934 Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of
the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall
be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to the extent necessary
to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership
limitation contained in this Section 1(f)(i) or to make changes or supplements necessary or desirable to properly give effect to such
limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.
(g) Reservation of Shares.
(i) Required Reserve Amount.
So long as this Warrant remains outstanding, the Company shall at all times keep reserved for issuance under this Warrant a number of
Ordinary Shares at least equal to 200% of the maximum number of Ordinary Shares as shall be necessary to satisfy the Company’s obligation
to issue Ordinary Shares under the SPA Warrants then outstanding (without regard to any limitations on exercise) (the “Required
Reserve Amount”); provided that at no time shall the number of Ordinary Shares reserved pursuant to this Section 1(g)(i) be
reduced other than proportionally in connection with any exercise or redemption of SPA Warrants or such other event covered by Section
2(a) below. The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated
pro rata among the holders of the SPA Warrants based on number of Ordinary Shares issuable upon exercise of SPA Warrants held by each
holder on the Closing Date (without regard to any limitations on exercise) or increase in the number of reserved shares, as the case may
be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s
SPA Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Ordinary Shares
reserved and allocated to any Person which ceases to hold any SPA Warrants shall be allocated to the remaining holders of SPA Warrants,
pro rata based on the number of Ordinary Shares issuable upon exercise of the SPA Warrants then held by such holders (without regard to
any limitations on exercise).
(ii) Insufficient Authorized
Shares. If, notwithstanding Section 1(g)(i), and not in limitation thereof, at any time while any of the SPA Warrants remain outstanding,
the Company does not have a sufficient number of authorized and unreserved Ordinary Shares to satisfy its obligation to reserve the Required
Reserve Amount (an “Authorized Share Failure”), then the Company shall promptly take all action necessary to increase
the Company’s authorized Ordinary Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for
all the SPA Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date
of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share
Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized Ordinary Shares.
In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit
its stockholders’ approval of such increase in authorized Ordinary Shares and to cause its board of directors to recommend to the
stockholders that they approve such proposal. In the event that the Company is prohibited from issuing Ordinary Shares upon an exercise
of this Warrant due to the failure by the Company to have sufficient Ordinary Shares available out of the authorized but unissued Ordinary
Shares (such unavailable number of shares of Ordinary Shares, the “Authorization Failure Shares”), in lieu of delivering
such Authorization Failure Shares to the Holder, the Company shall pay cash in exchange for the cancellation of such portion of this Warrant
exercisable into such Authorization Failure Shares at a price equal to the sum of (i) the product of (x) such number of Authorization
Failure Shares and (y) VWAP of the Ordinary Shares for the three Trading Days during the period commencing on the date the Holder delivers
the applicable Exercise Notice with respect to such Authorization Failure Shares to the Company and ending on the date of such issuance
and payment under this Section 1(g); and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares of
Ordinary Shares to deliver in satisfaction of a sale by the Holder of Authorization Failure Shares, any Buy-In Payment Amount, brokerage
commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith. Nothing contained in this Section
1(g) shall limit any obligations of the Company under any provision of the Securities Subscription Agreement.
(h) Warrant
Cancellation. Provided that: (i) there are no Notes currently outstanding, (ii) no additional Notes may be issued pursuant to the
Securities Subscription Agreement within a Forty (40) Trading Day Period from the date of determination and (iii) the VWAP for the Company’s
Ordinary Shares for the Thirty (30) Trading Day Period immediately preceding the date of determination (such thirty (30) day period, the
“Warrant Pricing Period”) is above the Exercise Price then in effect, then the Company may, in its sole discretion,
provide thirty (30) days written notice to the Holder of its intention to cancel the Warrants (along with all other SPA Warrants) along
with a detailed description of the foregoing requirements having been met (the “Warrant Cancellation” and the thirty
day written notice period, the “Warrant Cancellation Notice Period”). Upon expiration of the Warrant Cancellation Notice
Period, the Company shall pay to the Holder a cancellation fee equal to the product of (i) the number of Warrant Shares underlying the
Warrants to be cancelled in the Warrant Cancellation and (ii) Five Percent (5%) of the Exercise Price. Notwithstanding the foregoing,
nothing in this Section 1(h) shall prohibit the Holder from exercising this Warrant during the Warrant Cancellation Notice Period.
2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.
The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as
set forth in this Section 2.
(a) Stock Dividends and Splits. Without
limiting any provision of Section 2(b), Section 3 or Section 4, if the Company, at any time on or after the Subscription Date, (i) pays
a stock dividend on one or more classes of its then outstanding Ordinary Shares or otherwise makes a distribution on any class of capital
stock that is payable in Ordinary Shares, (ii) subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more
classes of its then outstanding Ordinary Shares into a larger number of shares or (iii) combines (by combination, reverse stock split
or otherwise) one or more classes of its then outstanding Ordinary Shares into a smaller number of shares, then in each such case the
Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares outstanding immediately
before such event and of which the denominator shall be the number of Ordinary Shares outstanding immediately after such event. Any adjustment
made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become
effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraph
occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted
appropriately to reflect such event.
(b) Adjustment Upon Issuance of Shares of
Ordinary Shares. If and whenever on or after the Subscription Date, the Company issues or sells, or in accordance with this Section
2 is deemed to have issued or sold, any Ordinary Shares (including the issuance or sale of Ordinary Shares owned or held by or for the
account of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued or sold) for a consideration
per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such
issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”)
(the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect
shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining
the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following shall be applicable:
(i) Issuance of Options.
If the Company in any manner grants or sells any Options (other than options issued under an Approved Stock Plan) and the lowest price
per share for which one share of Ordinary Shares is at any time issuable upon the exercise of any such Option or upon conversion, exercise
or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less
than the Applicable Price, then such share of Ordinary Shares shall be deemed to be outstanding and to have been issued and sold by the
Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 2(b)(i), the “lowest
price per share for which one share of Ordinary Shares is at any time issuable upon the exercise of any such Options or upon conversion,
exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof”
shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with
respect to any one share of Ordinary Shares upon the granting or sale of such Option, upon exercise of such Option and upon conversion,
exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof and
(y) the lowest exercise price set forth in such Option for which one share of Ordinary Shares is issuable (or may become issuable assuming
all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities
issuable upon exercise of any such Option or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable
to the holder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion,
exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus
the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person).
Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Ordinary
Shares or of such Convertible Securities upon the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance
of such shares of Ordinary Shares upon conversion, exercise or exchange of such Convertible Securities.
(ii) Issuance of Convertible
Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share
of Ordinary Shares is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof
is less than the Applicable Price, then such share of Ordinary Shares shall be deemed to be outstanding and to have been issued and sold
by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section
2(b)(ii), the “lowest price per share for which one share of Ordinary Shares is at any time issuable upon the conversion, exercise
or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts
of consideration (if any) received or receivable by the Company with respect to one share of Ordinary Shares upon the issuance or sale
of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the terms
thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Ordinary Shares is issuable
(or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to
the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon
the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred
on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise
Price shall be made upon the actual issuance of such shares of Ordinary Shares upon conversion, exercise or exchange of such Convertible
Securities or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise
of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 2(b), except
as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
(iii) Change in Option Price
or Rate of Conversion. If the subscription or exercise price provided for in any Options, the additional consideration, if any, payable
upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible
into or exercisable or exchangeable for shares of Ordinary Shares increases or decreases at any time (other than proportional changes
in conversion or exercise prices, as applicable, in connection with an event referred to in Section 2(a)), the Exercise Price in effect
at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such
Options or Convertible Securities provided for such increased or decreased subscription price, additional consideration or increased or
decreased conversion rate, as the case may be, at the time initially granted, issued or sold. If any Option or Convertible Security is
forfeited or cancelled prior to exercise, any adjustment made hereunder pursuant to Section 2(b) shall be reversed. For purposes of this
Section 2(b)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date are increased or
decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Ordinary
Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase
or decrease. No adjustment pursuant to this Section 2(b) shall be made if such adjustment would result in an increase of the Exercise
Price then in effect.
(iv) Calculation of Consideration
Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the issuance or sale or deemed
issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security,” and such
Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”), together comprising one integrated
transaction, (or one or more transactions if such issuances or sales or deemed issuances or sales of securities of the Company either
(A) have at least one investor or purchaser in common, (B) are consummated in reasonable proximity to each other and/or (C) are consummated
under the same plan of financing) the aggregate consideration per share of Ordinary Shares with respect to such Primary Security shall
be deemed to be equal to the difference of (x) the lowest price per share for which one share of Ordinary Shares was issued (or was deemed
to be issued pursuant to Section 2(b)(i) or 2(b)(ii) above, as applicable) in such integrated transaction solely with respect to such
Primary Security, minus (y) with respect to such Secondary Securities, the sum of (I) the Black Scholes Consideration Value of each such
Option, if any, (II) the fair market value (as determined by the Holder in good faith) or the Black Scholes Consideration Value, as applicable,
of such Adjustment Right, if any, and (III) the fair market value (as determined by the Holder) of such Convertible Security, if any,
in each case, as determined on a per share basis in accordance with this Section 2(b)(iv). If any shares of Ordinary Shares, Options (other
than those issued under an Approved Stock Plan) or Convertible Securities are issued or sold or deemed to have been issued or sold for
cash, the consideration received therefor (for the purpose of determining the consideration paid for such Ordinary Shares, Option or Convertible
Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the net amount of
consideration received by the Company therefor. If any shares of Ordinary Shares, Options (other than those issued under an Approved Stock
Plan) or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the
Company (for the purpose of determining the consideration paid for such Ordinary Shares, Option or Convertible Security, but not for the
purpose of the calculation of the Black Scholes Consideration Value) will be the fair value of such consideration, except where such consideration
consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be
the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt.
If any shares of Ordinary Shares, Options (other than those issued under an Approved Stock Plan) or Convertible Securities are issued
to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration
therefor (for the purpose of determining the consideration paid for such Ordinary Shares, Option or Convertible Security, but not for
the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the fair value of such portion of the net
assets and business of the non-surviving entity as is attributable to such shares of Ordinary Shares, Options or Convertible Securities
(as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by
the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring
valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading
Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the
Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the
fees and expenses of such appraiser shall be borne by the Company.
(v) Record Date. If the Company
takes a record of the holders of shares of Ordinary Shares for the purpose of entitling them (A) to receive a dividend or other distribution
payable in shares of Ordinary Shares, Options or in Convertible Securities or (B) to subscribe for or purchase shares of Ordinary Shares,
Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale of the shares of Ordinary
Shares deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of
the granting of such right of subscription or purchase (as the case may be).
(c) Number of Warrant Shares. Simultaneously
with any adjustment to the Exercise Price pursuant to this Section 2, the number of Warrant Shares that may be subscribed for upon exercise
of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder
for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment
(without regard to any limitations on exercise contained herein).
(d) Holder’s Right of Alternative Exercise
Price Following Issuance of Certain Options or Convertible Securities. In addition to and not in limitation of the other provisions
of this Section 2 (but excluding any adjustment pursuant to Section 2(b)), if the Company in any manner issues or sells or enters into
any agreement to issue or sell, any Ordinary Shares, Options or Convertible Securities (any such securities, “Variable Price
Securities”) after the Subscription Date that are issuable pursuant to such agreement or convertible into or exchangeable or
exercisable for shares of Ordinary Shares at a price which varies or may vary with the market price of the shares of Ordinary Shares,
including by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions
(such as share splits, share combinations, share dividends and similar transactions) (each of the formulations for such variable price
being herein referred to as, the “Variable Price”), the Company shall provide written notice thereof via facsimile
and overnight courier to the Holder on the date of such agreement and the issuance of such Convertible Securities or Options. From and
after the date the Company enters into such agreement or issues any such Variable Price Securities, the Holder shall have the right, but
not the obligation, in its sole discretion to substitute the Variable Price for the Exercise Price upon exercise of this Warrant by designating
in the Exercise Notice delivered upon any exercise of this Warrant that solely for purposes of such exercise the Holder is relying on
the Variable Price rather than the Exercise Price then in effect. The Holder’s election to rely on a Variable Price for a particular
exercise of this Warrant shall not obligate the Holder to rely on a Variable Price for any future exercises of this Warrant.
(e) Stock Combination Event Adjustment. If
at any time and from time to time on or after the Issuance Date there occurs any stock split, stock dividend, stock combination recapitalization
or other similar transaction involving the Ordinary Shares (each, a “Stock Combination Event,” and such date thereof,
the “Stock Combination Event Date”) and the Event Market Price is less than the Exercise Price then in effect (after
giving effect to the adjustment in clause 2(a) above), then on the sixteenth (16th) Trading Day immediately following such Stock Combination
Event, the Exercise Price then in effect on such sixteenth (16th) Trading Day (after giving effect to the adjustment in clause 2(a) above)
shall be reduced (but in no event increased) to the Event Market Price. For the avoidance of doubt, if the adjustment in the immediately
preceding sentence would otherwise result in an increase in the Exercise Price hereunder, no adjustment shall be made.
(f) Other Events. In the event that the
Company (or any Subsidiary (as defined in the Securities Subscription Agreement)) shall take any action to which the provisions hereof
are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type
contemplated by the provisions of this Section 2 but not expressly provided for by such provisions (including, without limitation, the
granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s board of directors
shall in good faith determine and implement an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if applicable)
so as to protect the rights of the Holder, provided that no such adjustment pursuant to this Section 2(f) will increase the Exercise Price
or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2, provided further that if the Holder does
not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Company’s board
of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make
such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose fees and expenses shall be
borne by the Company.
(g) Calculations. All calculations under
this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a share, as applicable. The number
of shares of Ordinary Shares outstanding at any given time shall not include shares owned or held by or for the account of the Company,
and the disposition of any such shares shall be considered an issuance or sale of Ordinary Shares.
(h) Voluntary Adjustment by Company.
The Company may at any time during the term of this Warrant, with the prior written consent of the Lead Buyer (as defined in the Securities
Subscription Agreement), reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board
of directors of the Company.
3. RIGHTS UPON DISTRIBUTION OF ASSETS.
In addition to any adjustments pursuant to Section 2 above, if the Company
shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Ordinary
Shares, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities,
property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement,
scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant,
then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have
participated therein if the Holder had held the number of shares of Ordinary Shares acquirable upon complete exercise of this Warrant
(without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage)
immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the
record holders of shares of Ordinary Shares are to be determined for the participation in such Distribution (provided, however, that to
the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution
Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the
Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Ordinary Shares as a result of such Distribution
(and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit
of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties
exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared
or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had
been no such limitation).
4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.
(a) Purchase Rights. In addition to any
adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights
to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Ordinary Shares (the “Purchase
Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase
Rights which the Holder could have acquired if the Holder had held the number of shares of Ordinary Shares acquirable upon complete exercise
of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum
Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no
such record is taken, the date as of which the record holders of shares of Ordinary Shares are to be determined for the grant, issuance
or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate
in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder
shall not be entitled to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not be entitled to beneficial
ownership of such shares of Ordinary Shares as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess)
and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its
right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times
the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent
Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).
(b) Fundamental Transactions. The Company
shall not enter into or be party to a Fundamental Transaction (i) unless the Successor Entity assumes in writing all of the obligations
of the Company under this Warrant and the other Transaction Documents (as defined in the Securities Subscription Agreement) in accordance
with the provisions of this Section 4(b) pursuant to written agreements in form and substance satisfactory to the Holder and approved
by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for this Warrant a security
of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without
limitation, which is exercisable for a corresponding number of shares of capital stock equivalent to the shares of Ordinary Shares acquirable
and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental
Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account
the relative value of the shares of Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock,
such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic value
of this Warrant immediately prior to the consummation of such Fundamental Transaction and (ii) the Successor Entity (including its Parent
Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon the consummation
of each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of the
applicable Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named
as the Company herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation
that there shall be issued upon exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction,
in lieu of the shares of Ordinary Shares (or other securities, cash, assets or other property (except such items still issuable under
Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of this Warrant prior to the
applicable Fundamental Transaction, such publicly traded ordinary shares (or its equivalent) of the Successor Entity (including its Parent
Entity) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant
been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this
Warrant), as adjusted in accordance with the provisions of this Warrant. Notwithstanding the foregoing, and without limiting Section 1(f)
hereof, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 4(b) to permit the
Fundamental Transaction without the assumption of this Warrant. In addition to and not in substitution for any other rights hereunder,
prior to the consummation of each Fundamental Transaction pursuant to which holders of shares of Ordinary Shares are entitled to receive
securities or other assets with respect to or in exchange for shares of Ordinary Shares (a “Corporate Event”), the
Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this
Warrant at any time after the consummation of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the
shares of the Ordinary Shares (or other securities, cash, assets or other property (except such items still issuable under Sections 3
and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental
Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or
subscription rights) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction
had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the
exercise of this Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory
to the Holder.
(c) Black Scholes Value.
(i) Fundamental Transaction Redemption.
Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the Holder delivered at any time commencing
on the earliest to occur of (x) the public disclosure of any Fundamental Transaction, (y) the consummation of any Fundamental Transaction
and (z) the Holder first becoming aware of any Fundamental Transaction, the Company or the Successor Entity (as the case may be) shall
purchase this Warrant from the Holder on the date of such request by paying to the Holder cash in an amount equal to the Black Scholes
Value. Payment of such amounts shall be made by the Company (or at the Company’s direction) to the Holder on or prior to the later
of (x) the second (2nd) Trading Day after the date of such request and (y) the date of consummation of such Fundamental Transaction.
(ii) Event of Default Redemption. Notwithstanding
the foregoing and the provisions of Section 4(b) above, at the request of the Holder delivered at any time after the occurrence of an
Event of Default (as defined in the Notes)(assuming for such purpose that the Notes remain outstanding), the Company or the Successor
Entity (as the case may be) shall purchase this Warrant from the Holder on the date of such request by paying to the Holder cash in an
amount equal to the Event of Default Black Scholes Value.
(d) Application. The provisions of this Section
4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and shall be applied as if this Warrant
(and any such subsequent warrants) were fully exercisable and without regard to any limitations on the exercise of this Warrant (provided
that the Holder shall continue to be entitled to the benefit of the Maximum Percentage, applied however with respect to shares of capital
stock registered under the 1934 Act and thereafter receivable upon exercise of this Warrant (or any such other warrant)).
5. NONCIRCUMVENTION. The Company hereby
covenants and agrees that the Company will not, by amendment of its Articles of Association (as defined in the Securities Subscription
Agreement), Bylaws (as defined in the Securities Subscription Agreement) or through any reorganization, transfer of assets, consolidation,
merger, scheme of arrangement, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this
Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing,
the Company (a) shall not increase the par value of any shares of Ordinary Shares receivable upon the exercise of this Warrant above the
Exercise Price then in effect, and (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and non-assessable shares of Ordinary Shares upon the exercise of this Warrant. Notwithstanding anything
herein to the contrary, if after the sixty (60) calendar day anniversary of the Issuance Date, the Holder is not permitted to exercise
this Warrant in full for any reason (other than pursuant to restrictions set forth in Section 1(f) hereof), the Company shall use its
best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to permit
such exercise into shares of Ordinary Shares.
6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER.
Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled
to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in
this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder
of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise,
prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant.
In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities
(upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and
other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.
7. REISSUANCE OF WARRANTS.
(a) Transfer of Warrant. If this Warrant
is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon
the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right
to subscribe for the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then
underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to
subscribe for the number of Warrant Shares not being transferred.
(b) Lost, Stolen or Mutilated Warrant.
Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant
(as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss,
theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case
of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in
accordance with Section 7(d)) representing the right to subscribe for the Warrant Shares then underlying this Warrant.
(c) Exchangeable for Multiple Warrants.
This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants
(in accordance with Section 7(d)) representing in the aggregate the right to subscribe for the number of Warrant Shares then underlying
this Warrant, and each such new Warrant will represent the right to subscribe for such portion of such Warrant Shares as is designated
by the Holder at the time of such surrender; provided, however, no warrants for fractional shares of Ordinary Shares shall be given.
(d) Issuance of New Warrants. Whenever
the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with
this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to subscribe for the Warrant Shares then underlying
this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by
the Holder which, when added to the number of shares of Ordinary Shares underlying the other new Warrants issued in connection with such
issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated
on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.
8. NOTICES. Whenever notice is required to be given under this
Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of the Securities Subscription Agreement.
The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant (other than the issuance
of shares of Ordinary Shares upon exercise in accordance with the terms hereof), including in reasonable detail a description of such
action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i)
immediately upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying,
the calculation of such adjustment(s), (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes
a record (A) with respect to any dividend or distribution upon the shares of Ordinary Shares, (B) with respect to any grants, issuances
or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares
of Ordinary Shares or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided
in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the
Holder, (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction and (iv) within one (1) Business
Day of the occurrence of an Event of Default (as defined in the Notes), setting forth in reasonable detail any material events with respect
to such Event of Default and any efforts by the Company to cure such Event of Default. To the extent that any notice provided hereunder
constitutes, or contains, material, non-public information regarding the Company or any of its Subsidiaries, the Company shall simultaneously
file such notice with the SEC (as defined in the Securities Subscription Agreement) pursuant to a Report of Foreign Private Issuer on
Form 6-K. If the Company or any of its Subsidiaries provides material non-public information to the Holder that is not simultaneously
filed in a Report of Foreign Private Issuer on Form 6-K and the Holder has not agreed to receive such material non-public information,
the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries
or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to any of the foregoing not
to trade on the basis of, such material non-public information. It is expressly understood and agreed that the time of execution specified
by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.
9. AMENDMENT AND WAIVER. Except as otherwise provided herein,
the provisions of this Warrant (other than Section 1(f)) may be amended and the Company may take any action herein prohibited, or omit
to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder. No waiver
shall be effective unless it is in writing and signed by an authorized representative of the waiving party.
10. SEVERABILITY. If any provision of this Warrant is prohibited
by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise
be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable,
and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so
long as this Warrant as so modified continues to express, without material change, the original intentions of the parties as to the subject
matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair
the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise
be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable
provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).
11. GOVERNING LAW. This Warrant shall be governed by and construed
and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant
shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. The Company hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof to the Company at the address set forth in Section 9(f) of the Securities
Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company
hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan,
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other
legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on
any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE
COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.
12. CONSTRUCTION; HEADINGS. This Warrant shall be deemed to
be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of
this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant. Terms used in
this Warrant but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Closing Date (as defined
in the Securities Subscription Agreement) in such other Transaction Documents unless otherwise consented to in writing by the Holder.
13. DISPUTE RESOLUTION.
(a) Submission to Dispute Resolution.
(i) In the case of a dispute relating
to the Exercise Price, the Closing Sale Price, the Bid Price, Black Scholes Consideration Value, Event of Default Black Scholes Value,
Black Scholes Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including,
without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall
submit the dispute to the other party via facsimile (A) if by the Company, within two (2) Business Days after the occurrence of the circumstances
giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute.
If the Holder and the Company are unable to promptly resolve such dispute relating to such Exercise Price, such Closing Sale Price, such
Bid Price, such Black Scholes Consideration Value, Event of Default Black Scholes Value, Black Scholes Value or such fair market value
or such arithmetic calculation of the number of Warrant Shares (as the case may be), at any time after the second (2nd) Business
Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the
case may be), then the Holder may, at its sole option, select an independent, reputable investment bank, reasonably acceptable to the
Company, to resolve such dispute.
(ii) The Holder and the Company shall
each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of
this Section 13 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m.
(New York time) by the fifth (5th) Business Day immediately following the date on which the Holder selected such investment
bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses
(A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood
and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission
Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives
its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such
investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank
prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested
by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other
support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).
(iii) The Company and the Holder shall
cause such investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later
than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall
be borne solely by the Company, and such investment bank’s resolution of such dispute shall be final and binding upon all parties
absent manifest error.
(b) Miscellaneous. The Company expressly
acknowledges and agrees that (i) this Section 13 constitutes an agreement to arbitrate between the Company and the Holder (and constitutes
an arbitration agreement) under the rules then in effect under § 7501, et seq. of the New York Civil Practice Law and Rules (“CPLR”)
and that the Holder is authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance
with this Section 13, (ii) a dispute relating to the Exercise Price includes, without limitation, disputes as to (A) whether an issuance
or sale or deemed issuance or sale of Ordinary Shares occurred under Section 2(b), (B) the consideration per share at which an issuance
or deemed issuance of Ordinary Shares occurred, (C) whether any issuance or sale or deemed issuance or sale of Ordinary Shares was an
issuance or sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument, security or the like constitutes
and Option or Convertible Security and (E) whether a Dilutive Issuance occurred, (iii) the terms of this Warrant and each other applicable
Transaction Document shall serve as the basis for the selected investment bank’s resolution of the applicable dispute, such investment
bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank
determines are required to be made by such investment bank in connection with its resolution of such dispute (including, without limitation,
determining (A) whether an issuance or sale or deemed issuance or sale of Ordinary Shares occurred under Section 2(b), (B) the consideration
per share at which an issuance or deemed issuance of Ordinary Shares occurred, (C) whether any issuance or sale or deemed issuance or
sale of Ordinary Shares was an issuance or sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument,
security or the like constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance occurred) and in resolving such
dispute such investment bank shall apply such findings, determinations and the like to the terms of this Warrant and any other applicable
Transaction Documents, (iv) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described
in this Section 13 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures
set forth in this Section 13 and (v) nothing in this Section 13 shall limit the Holder from obtaining any injunctive relief or other equitable
remedies (including, without limitation, with respect to any matters described in this Section 13).
14. REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND
INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under
this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive
relief), and nothing herein shall limit the right of the Holder to pursue actual and consequential damages for any failure by the Company
to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning this
instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the
like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein,
be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore
agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other
available remedies, to specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any
court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or other security.
The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm
the Company’s compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section 2
hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without
charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required
to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other
than the Holder or its agent on its behalf.
15. PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If
(a) this Warrant is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding
or the holder otherwise takes action to collect amounts due under this Warrant or to enforce the provisions of this Warrant or (b) there
occurs any bankruptcy, reorganization, receivership of the company or other proceedings affecting company creditors’ rights and
involving a claim under this Warrant, then the Company shall pay the costs incurred by the Holder for such collection, enforcement or
action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’
fees and disbursements.
16. TRANSFER. This Warrant may be offered for sale, sold, transferred
or assigned without the consent of the Company, except as may otherwise be required by Section 2(g) of the Securities Subscription Agreement.
17. CERTAIN DEFINITIONS. For purposes of this Warrant, the
following terms shall have the following meanings:
(a) “1933 Act” means the Securities
Act of 1933, as amended, and the rules and regulations thereunder.
(b) “1934 Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder.
(c) “Adjustment Right” means any
right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or
sale in accordance with Section 2) of shares of Ordinary Shares (other than rights of the type described in Section 3 and 4 hereof) that
could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including,
without limitation, any cash settlement rights, cash adjustment or other similar rights).
(d) “Affiliate” means, with respect
to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person,
it being understood for purposes of this definition that “control” of a Person means the power directly or indirectly either
to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct or cause the direction
of the management and policies of such Person whether by contract or otherwise.
(e) “Approved Stock Plan” means
any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant
to which Ordinary Shares and options to subscribe for Ordinary Shares may be issued to any employee, officer or director for services
provided to the Company in their capacity as such.
(f) “Attribution Parties” means,
collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts,
currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s investment manager
or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person
acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other Persons whose
beneficial ownership of the Company’s Ordinary Shares would or could be aggregated with the Holder’s and the other Attribution
Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder
and all other Attribution Parties to the Maximum Percentage.
(g) “Black Scholes Consideration Value”
means the value of the applicable Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance thereof
calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying
price per share equal to the Closing Sale Price of the Ordinary Shares on the Trading Day immediately preceding the public announcement
of the execution of definitive documents with respect to the issuance of such Option or Convertible Security (as the case may be), (ii)
a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible
Security or Adjustment Right (as the case may be) as of the date of issuance of such Option, Convertible Security or Adjustment Right
(as the case may be), (iii) a zero cost of borrow and (iv) an expected volatility equal to the greater of 100% and the 30 day volatility
obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day
immediately following the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be).
(h) “Black Scholes Value” means
the value of the unexercised portion of this Warrant remaining on the date of the Holder’s request pursuant to Section 4(c)(i),
which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing
(i) an underlying price per share equal to the greater of (1) the highest Closing Sale Price of the Ordinary Shares during the period
beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of
the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to Section 4(c)(i)
and (2) the sum of the price per share being offered in cash in the applicable Fundamental Transaction (if any) plus the value of the
non-cash consideration being offered in the applicable Fundamental Transaction (if any), (ii) a strike price equal to the Exercise Price
in effect on the date of the Holder’s request pursuant to Section 4(c)(i), (iii) a risk-free interest rate corresponding to the
U.S. Treasury rate for a period equal to the greater of (1) the remaining term of this Warrant as of the date of the Holder’s request
pursuant to Section 4(c)(i) and (2) the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction
or as of the date of the Holder’s request pursuant to Section 4(c)(i) if such request is prior to the date of the consummation of
the applicable Fundamental Transaction, (iv) a zero cost of borrow and (v) an expected volatility equal to the greater of 100% and the
30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of
the Trading Day immediately following the earliest to occur of (A) the public disclosure of the applicable Fundamental Transaction, (B)
the consummation of the applicable Fundamental Transaction and (C) the date on which the Holder first became aware of the applicable Fundamental
Transaction.
(i) “Bloomberg” means Bloomberg,
L.P.
(j) “Business Day” means any day
other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain
closed.
(k) “Closing Sale Price” means, for any security as
of any date, the last closing trade price for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market
begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security
prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or
trading market for such security, the last trade price of such security on the principal securities exchange or trading market where such
security is listed or traded as reported by Bloomberg, or if the foregoing does not apply, the last trade price of such security in the
over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported
for such security by Bloomberg, the average of the ask prices of any market makers for such security as reported in the “pink sheets”
by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Sale Price cannot be calculated for a security on a particular date
on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such
dispute shall be resolved in accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted for
any stock dividend, stock split, stock combination or other similar transaction during such period.
(l) “Convertible Securities” means
any stock or other security (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible
into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of Ordinary Shares.
(m) “Eligible Market” means The
New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or the
Principal Market.
(n) “Event Market Price” means,
with respect to any Stock Combination Event Date, the quotient determined by dividing (x) the sum of the VWAP of the Ordinary Shares for
each of the five (5) lowest Trading Days during the twenty (20) consecutive Trading Day period ending and including the Trading Day immediately
preceding the sixteenth (16th) Trading Day after such Stock Combination Event Date, divided by (y) five (5). All such determinations shall
be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during
such period.
(o) “Event of Default Black
Scholes Value” means the value of the unexercised portion of this Warrant remaining on the date of the Holder’s request
pursuant to Section 4(c)(ii), which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg utilizing (i) an underlying price per share equal to the highest Closing Sale Price of the Ordinary Shares during
the period beginning on the date of the occurrence of the Event of Default through the date all Events of Default have been cured (assuming
for such purpose that the Notes remain outstanding) or, if earlier, the Trading Day of the Holder’s request pursuant to Section
4(c)(ii), (ii) a strike price equal to the Exercise Price in effect on the date of the Holder’s request pursuant to Section 4(c)(ii),
(iii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the greater of (1) the remaining term of
this Warrant as of the date of the Holder’s request pursuant to Section 4(c)(ii) and (2) the remaining term of this Warrant as of
the date of the occurrence of such Event of Default, (iv) a zero cost of borrow and (v) an expected volatility equal to the greater of
100% and the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization
factor) as of the Trading Day immediately following later of (x) the date of the occurrence of such Event of Default and (y) the date
of the public announcement of such Event of Default.
(p) “Excluded Securities” means
(i) shares of Ordinary Shares or Options issued to directors, officers or employees of the Company for services rendered to the Company
in their capacity as such pursuant to an Approved Stock Plan (as defined above) provided that (A) all such issuances (taking into account
the shares of Ordinary Shares issuable upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not,
in the aggregate, exceed more than 5% of the Ordinary Shares issued and outstanding immediately prior to the Subscription Date and (B)
the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder
and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the
Buyers (ii) Ordinary Shares issued upon the conversion or exercise of Convertible Securities (other than options to subscribe for Ordinary
Shares issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Issuance Date provided that
the conversion price of any such Convertible Securities (other than standard options to purchase Ordinary Shares issued pursuant to an
Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options
to purchase Ordinary Shares issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the
number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options
to purchase Ordinary Shares issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed
in any manner that adversely affects any of the Buyers (iii) the Ordinary Shares issuable upon conversion of the Notes or otherwise pursuant
to the terms of the Notes; provided, that the terms of the Notes are not amended, modified or changed on or after the Issuance Date (other
than antidilution adjustments pursuant to the terms thereof in effect as of the Issuance Date); (iv) the Ordinary Shares issuable upon
exercise of the SPA Warrants; provided, that the terms of the SPA Warrant are not amended, modified or changed on or after the Issuance
Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Issuance Date); and (v) issuances of Ordinary
Shares in strategic transactions by the Company provided that (x) such issuances, in the aggregate, do not exceed ten percent (10%) of
the number of the Company’s Ordinary Shares then issued and outstanding, (y) such Ordinary Shares are subject to contractual six
(6) month lockup restrictions reasonably satisfactory to the Holder and (z) such issuances are limited to transactions with customers,
suppliers or peers operating within the Company’s industry.
(q) “Expiration Date” means the
date that is the second (2nd) anniversary of the Issuance Date or, if such date falls on a day other than a Trading Day or
on which trading does not take place on the Principal Market (a “Holiday”), the next date that is not a Holiday.
(r) “Fundamental Transaction”
means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related
transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Subject Entity,
or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or
any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii)
make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Ordinary Shares be subject to or
party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either
(x) 50% of the outstanding Ordinary Shares, (y) 50% of the outstanding Ordinary Shares calculated as if any Ordinary Shares held by all
Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer
were not outstanding; or (z) such number of Ordinary Shares such that all Subject Entities making or party to, or Affiliated with any
Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule
13d-3 under the 1934 Act) of at least 50% of the outstanding Ordinary Shares, or (iv) consummate a stock or share purchase agreement or
other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with
one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of
the outstanding Ordinary Shares, (y) at least 50% of the outstanding Ordinary Shares calculated as if any Ordinary Shares held by all
the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other
business combination were not outstanding; or (z) such number of Ordinary Shares such that the Subject Entities become collectively the
beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding Ordinary Shares, or (v) reorganize,
recapitalize or reclassify its Ordinary Shares, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates
or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be
or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition,
purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Ordinary Shares, merger, consolidation,
business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification
or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding
Ordinary Shares, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares not held
by all such Subject Entities as of the date of this Warrant calculated as if any Ordinary Shares held by all such Subject Entities were
not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding Ordinary Shares or other
equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction
requiring other shareholders of the Company to surrender their Ordinary Shares without approval of the shareholders of the Company or
(C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance
of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this
definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms
of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent
with the intended treatment of such instrument or transaction.
(s) “Group” means a “group”
as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.
(t) “Notes” has the meaning ascribed
to such term in the Securities Subscription Agreement, and shall include all notes issued in exchange therefor or replacement thereof.
(u) “Ordinary Shares” means (i)
the Company’s Class A Ordinary Shares, $0.0001 par value per share, and (ii) any capital stock into which such Class A Ordinary
Shares shall have been changed or any share capital resulting from a reclassification of such Class A Ordinary Shares.
(v) “Options” means any rights,
warrants or options to subscribe for or subscribe for Ordinary Shares or Convertible Securities.
(w) “Parent Entity” of a Person
means an entity that, directly or indirectly, controls the applicable Person and whose Ordinary Shares or equivalent equity security is
quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the
largest public market capitalization as of the date of consummation of the Fundamental Transaction.
(x) “Person” means an individual,
a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity
or a government or any department or agency thereof.
(y) “Principal Market” means the
Nasdaq Stock Market.
(z) “Registration Rights Agreement”
means that certain registration rights agreement, dated as of the Closing Date, by and among the Company and the initial holders of the
Notes relating to, among other things, the registration of the resale of the Ordinary Shares issuable upon conversion of the Notes or
otherwise pursuant to the terms of the Notes and exercise of the SPA Warrants, as may be amended from time to time.
(aa) “SEC” means the United States
Securities and Exchange Commission or the successor thereto.
(bb) “Subject Entity” means
any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.
(cc) “Successor Entity” means
the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or
the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been entered into.
(dd) “Trading Day” means, as applicable,
(x) with respect to all price or trading volume determinations relating to the Ordinary Shares, any day on which the Ordinary Shares is
traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Ordinary Shares, then on the principal
securities exchange or securities market on which the Ordinary Shares is then traded, provided that “Trading Day” shall not
include any day on which the Ordinary Shares is scheduled to trade on such exchange or market for less than 4.5 hours or any day that
the Ordinary Shares is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market
does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New
York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with respect to all determinations
other than price or trading volume determinations relating to the Ordinary Shares, any day on which The New York Stock Exchange (or any
successor thereto) is open for trading of securities.
(ee) “VWAP” means, for any security
as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the Principal Market is not
the principal trading market for such security, then on the principal securities exchange or securities market on which such security
is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg
through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does not apply, the dollar volume-weighted
average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning
at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average
price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask
price of any of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink
Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security
on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable
to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section
13. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or
other similar transaction during such period.
[signature page follows]
IN WITNESS WHEREOF, the Company has caused
this Warrant to Subscribe for Class A Ordinary Shares to be duly executed as of the Issuance Date set out above.
| |
FUSION FUEL GREEN PLC |
|
| |
|
|
|
| |
By: |
|
|
| |
|
Name: |
|
| |
|
Title: |
|
| |
|
|
|
EXHIBIT A
EXERCISE NOTICE
TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT TO SUBSCRIBE
FOR CLASS A ORDINARY SHARES
FUSION FUEL GREEN PLC
The undersigned holder hereby elects to exercise
the Warrant to Subscribe for Class A Ordinary Shares No. _______ (the “Warrant”) of FUSION FUEL GREEN PLC, a public
limited company organized under the laws of Ireland (the “Company”) as specified below. Capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the Warrant.
1. Form of Exercise Price. The Holder
intends that payment of the Aggregate Exercise Price shall be made as:
☐ a
“Cash Exercise” with respect to _________________ Warrant Shares; and/or
☐ a “Cashless Exercise” with
respect to _______________ Warrant Shares.
In the event that the Holder has elected a Cashless
Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder hereby represents and warrants that
this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.] on the date set forth below.
2. Payment of Exercise Price. In the
event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the
Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.
3. Delivery of Warrant Shares. The Company
shall deliver to Holder, or its designee or agent as specified below, __________ Ordinary Shares in accordance with the terms of the Warrant.
Delivery shall be made to Holder, or for its benefit, as follows:
☐
Check here if requesting delivery as a certificate to the following name and to the following address:
☐ Check here if requesting delivery by
Deposit/Withdrawal at Custodian as follows:
| |
DTC Participant: |
|
| |
|
|
| |
DTC Number: |
|
| |
|
|
| |
Account Number: |
|
4. Maximum Percentage Representation. Notwithstanding anything to the contrary contained
herein, this Exercise Notice shall constitute a representation by the Holder of the Warrant submitting this Exercise Notice that after
giving effect to the exercise provided for in this Exercise Notice, such Holder (together with its affiliates) will not have beneficial
ownership (together with the beneficial ownership of such Person’s affiliates) of a number of Ordinary Shares which exceeds the
Maximum Percentage (as defined in the Warrant) of the total outstanding shares of Ordinary Shares of the Company as determined pursuant
to the provisions of Section 1(f)(i) of the Warrant
5. Transfers of Shares. The Holder agrees that the Ordinary Shares may only be transferred
in accordance with Section 2(g) of the Securities Agreement. If the Ordinary Shares are to be issued without restrictive legend, the Holder
agrees to provide any certificates or representation letters reasonably required by the Company’s transfer agent or counsel.
|
Date: _______________,
|
|
| |
|
| Name of Registered Holder |
|
| By: |
|
|
| |
Name:
Title:
Tax ID:____________________________
Facsimile:__________________________
E-mail Address:_____________________ |
|
EXHIBIT B
ACKNOWLEDGMENT
The Company hereby acknowledges this Exercise Notice
and hereby directs ______________ to issue the above indicated number of Class A Ordinary Shares in accordance with the Transfer Agent
Instructions dated _________, 2023, from the Company and acknowledged and agreed to by _______________.
| |
FUSION FUEL GREEN PLC |
|
| |
|
|
|
| |
By: |
|
|
| |
|
Name: |
|
| |
|
Title: |
|
Exhibit 10.1
SECURITIES SUBSCRIPTION AGREEMENT
This SECURITIES SUBSCRIPTION AGREEMENT (the
“Agreement”), dated as of November 21, 2023, is by and among Fusion Fuel Green PLC, a public limited company incorporated
in Ireland with offices located at The Victorians, 15-18 Earlsfort Terrace, Saint Kevin’s, Dublin 2, D02 YX28, Ireland (the “Company”),
and each of the investors signatory hereto (individually, a “Holder” and collectively, the “Holders”).
RECITALS
A. The Company is a public limited company whose
Class A Ordinary Shares, $0.0001 par value per share (“Ordinary Shares”), are traded on The Nasdaq Stock Market, LLC
(the “Principal Market”).
B. The Company and each Holder is executing and delivering
this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933,
as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by
the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.
C. The Company has authorized a new series of senior
convertible notes of the Company, in the aggregate original principal amount of Twenty Million Dollars ($20,000,000), substantially in
the form attached hereto as Exhibit A (the “Notes”), which Notes shall be convertible into
Ordinary Shares (the Ordinary Shares issuable pursuant to the terms of the Notes, including, without limitation, upon conversion or otherwise,
collectively, the “Conversion Shares”), in accordance with the terms of the Notes.
D. The Holders have agreed to subscribe for the Notes
in a series of tranches, subject to the terms herein and provided the Equity Conditions (as defined herein) have been satisfied.
E. At the initial closing (the “Initial
Closing”), each Holder shall subscribe for and the Company shall issue, upon the terms and conditions stated in this Agreement,
(i) a Note or Notes in the aggregate original principal amount to be agreed to by the Holder and the Company, and (ii) a warrant, substantially
in the form attached hereto as Exhibit B (collectively, the “Warrants”), to acquire up to that
aggregate number of additional Ordinary Shares as calculated pursuant to the terms herein (collectively, the “Warrant Shares”).
F. Concurrently with the execution of this Agreement,
the parties are executing and delivering a Registration Rights Agreement, in the form attached hereto as Exhibit C (the
“Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights with
respect to the Registrable Securities (as defined in the Registration Rights Agreement) under the 1933 Act and the rules and regulations
promulgated thereunder, and applicable state securities laws.
G. The Notes, the Conversion Shares, the Warrants
and the Warrant Shares are collectively referred to herein as the “Securities.”
AGREEMENT
NOW, THEREFORE, in consideration of the premises
and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and each Holder hereby agree as follows:
1. SUBSCRIPTION FOR NOTES AND WARRANTS.
(a) Subscription for Notes and Warrants.
Subject to the satisfaction (or waiver as applicable) of the conditions set forth in Sections 6 and 7 below, at the Initial Closing, the
Company shall issue to each Holder, and each Holder severally, but not jointly, agrees to subscribe for from the Company on the Initial
Closing Date, a Note or Notes in the original principal amount to be agreed to by the Holder and the Company along with Warrants to initially
acquire up to that aggregate number of Warrant Shares equal to the quotient of (A) 30% of the principal amount of the Note issued to the
Holder at the Initial Closing divided by (B) 130% of the VWAP of the Ordinary Shares for the five (5) Trading Days immediately
preceding the Initial Closing Date. The Warrants shall have an exercise price equal to 130% of the VWAP of the Ordinary Shares for the
five (5) Trading Days immediately preceding the Initial Closing Date.
(b) Initial Closing. The Initial Closing
of the subscription for the Notes and the Warrants by the Holders shall occur virtually at the offices of Herrick, Feinstein LLP, 2 Park
Avenue, New York, NY 10016. The date and time of the Initial Closing (the “Initial Closing Date”) shall be 10:00 a.m.,
New York time, on the first Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived
(or such other date as is mutually agreed to by the Company and each Holder). As used herein “Business Day” means any
day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain
closed.
(c) Subsequent Closings. From the period beginning
on the Initial Closing Date and ending on the two (2) year anniversary thereof (the “Tranche Termination Date”), at
the request of the Company upon Twenty (20) Business Days’ written notice to the Holders or earlier as agreed to between the Company
and the Holders (the “New Tranche Notice”), provided (i) the Equity Conditions are met (as determined in the sole discretion
of Belike Nominees Pty Ltd. (the “Lead Holder”), (ii) the Lead Holder has obtained all necessary internal approvals
and (iii) subject to the satisfaction of the requirements set forth in Sections 6 and 7 below, at each subsequent closing (each, a “Subsequent
Closing” and, together with the Initial Closing, the “Closings” and such date of a Closing, the “Closing
Date”), each Holder, severally, but not jointly shall have the right, but not the obligation, in its sole discretion, to subscribe
for from the Company on such Subsequent Closing Date, a Note or Notes in the original principal amount as shall be determined by the Company
and the Holder along with Warrants to initially acquire up to that aggregate number of Warrant Shares as calculated in the same manner
as the Warrants issued in the Initial Closing (except that the calculations based on the VWAP of the Ordinary Shares shall be for the
five (5) Trading Days immediately preceding the date of the applicable Subsequent Closing). The New Tranche Notice shall also include
a certification by the Chief Executive Officer of the Company that all Equity Conditions have been met (along with appropriate backup
as may be reasonably requested from time to time by the Lead Holder) and that the conditions set forth in Section 7 have been satisfied
and shall be accompanied by the required deliverables set forth in Section 7 hereof.
(d) Subscription Price. The aggregate
subscription price for the Notes to be subscribed for by each Holder (the “Subscription Price”) shall be the amount
as agreed to by the Holders and the Company or as set forth in the New Tranche Notice (as applicable). Each Holder shall receive the related
Warrants for no additional consideration. Each Holder shall pay $9,800 for each $10,000 of principal amount of Notes to be subscribed
for by such Holder at the Closing. Each Holder and the Company agree that the Notes and the Warrants constitute an “investment unit”
for purposes of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”). The Holders and the
Company mutually agree that the Subscription Price shall be allocated to the Notes and the related Warrants are received for no additional
consideration. Neither the Holders nor the Company shall take any position inconsistent with such allocation in any tax return or in any
judicial or administrative proceeding in respect of taxes.
(e) Form of Payment. On each Closing
Date, (i) each Holder shall pay its respective Subscription Price (less, in the case of any Holder, the amounts withheld pursuant to Section
4(g)) to the Company for the Notes and the Warrants to be issued and sold to such Holder at the Closing, by wire transfer of immediately
available funds in accordance with the Flow of Funds Letter (as defined below) and (ii) the Company shall deliver to each Holder (A) a
Note or Notes in the aggregate original principal amount as agreed to by the Holders and the Company or as set forth in the New Tranche
Notice, as applicable, and (B) a Warrant pursuant to which such Holder shall have the right to initially acquire up to such aggregate
number of Warrant Shares as calculated pursuant to the terms herein, in each case, duly executed on behalf of the Company and registered
in the name of such Holder or its designee.
2. HOLDER’S REPRESENTATIONS AND WARRANTIES.
Each Holder, severally and not jointly, represents
and warrants to the Company with respect to only itself that, as of the date hereof and as of the date of each Closing:
(a) Organization; Authority. Such Holder
is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite
power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined in Section
3(b)) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.
(b) No Public Sale or Distribution. Such
Holder (i) is acquiring its Note(s) and Warrants, (ii) upon conversion of its Note(s) will acquire the Conversion Shares issuable upon
conversion thereof, and (iii) upon exercise of its Warrants will acquire the Warrant Shares issuable upon exercise thereof, in each case,
for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation
of applicable U.S. or non-U.S. federal and state securities laws including the 1933 Act, except pursuant to sales registered or exempted
from registration under the 1933 Act and such other applicable laws; provided, however, by making the representations herein, such Holder
does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves
the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration
under the 1933 Act and such other applicable laws. Such Holder does not presently have any agreement or understanding, directly or indirectly,
with any Person to distribute any of the Securities in violation of applicable securities laws. For purposes of this Agreement, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and any Governmental Entity. “Governmental Entity” means any nation, state, county, city, town, village,
district, or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental
or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court
or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise, any administrative, executive, judicial,
legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the foregoing, including any
entity or enterprise owned or controlled by a government or a public international organization or any of the foregoing.
(c) Accredited Investor Status. Such
Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.
(d) Reliance on Exemptions. Such Holder
understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements
of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Holder’s
compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Holder set forth herein in order
to determine the availability of such exemptions and the eligibility of such Holder to acquire the Securities.
(e) Information. Such Holder and its
advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities that have been requested by such Holder. Such Holder and its advisors, if any, have been
afforded the opportunity to ask questions of the Company and its representatives. Neither such inquiries nor any other due diligence investigations
conducted by such Holder or its advisors, if any, or its representatives shall modify, amend or affect such Holder’s right to rely
on the Company’s representations and warranties contained herein. Such Holder understands that its investment in the Securities
involves a high degree of risk. Such Holder has sought such accounting, legal and tax advice as it has considered necessary to make an
informed investment decision with respect to its acquisition of the Securities.
(f) No Governmental Review. Such Holder
understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation
or endorsement of the
Securities or the fairness or suitability of the investment in the Securities
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
(g) Transfer or Resale. Such Holder understands
that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have not been and are not being
registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A)
subsequently registered thereunder, (B) such Holder shall have delivered to the Company (if requested by the Company) an opinion of counsel,
in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned
or transferred pursuant to an exemption from such registration, or (C) such Holder provides the Company with reasonable assurance that
such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor
rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made
only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances
in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933
Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder;
and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state
securities laws. In the event the Holder seeks to sell, assign or transfer the Securities pursuant to a registration statement, the Holder
must deliver a prospectus in accordance with the 1933 Act and the Securities may only be sold in accordance with the plan of distribution
set forth therein. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other
loan or financing arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment
of the Securities hereunder, and no Holder effecting a pledge of Securities shall be required to provide the Company with any notice thereof
or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation,
this Section 2(g).
(h) Validity; Enforcement. This Agreement
and the Registration Rights Agreement have been duly and validly authorized, executed and delivered on behalf of such Holder and shall
constitute the legal, valid and binding obligations of such Holder enforceable against such Holder in accordance with their respective
terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights
and remedies.
(i) No Conflicts. The execution, delivery
and performance by such Holder of this Agreement and the Registration Rights Agreement and the consummation by such Holder of the transactions
contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Holder, or (ii) conflict with,
or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Holder is a party, or
(iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable
to such Holder, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not,
individually or in the aggregate, reasonably be expected to have a material adverse effect on the authority or ability of such Holder
to perform any of its obligations under any of the Transaction Documents or to consummate the transactions contemplated hereby.
(j) Provision of Information. Any Holder that is
entitled to an exemption from withholding tax with respect to payments made on the Securities shall deliver to the Company, at the time
or times reasonably requested by the Company, such properly completed and executed documentation reasonably requested by the Company as
will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Holder, if reasonably requested
by the Company, shall deliver such other documentation as is reasonably requested by the Company as may be necessary for the Company to
achieve compliance with its tax and reporting obligations.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to each of the
Holders that, as of the date hereof and as of each Closing:
(a) Organization and Qualification. The
Company and each of its Subsidiaries (as defined below) are entities duly organized and validly existing and in good standing under the
laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their properties and to carry on
their business as now being conducted and as presently proposed to be conducted. The Company and each of its Subsidiaries are duly qualified
as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the
business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing
would not reasonably be expected to have a Material Adverse Effect (as defined below). As used in this Agreement, “Material Adverse
Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results
thereof), condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole, or (ii) or (ii) the authority
or ability of the Company or any of its Subsidiaries to perform any of their respective obligations under any of the Transaction Documents
or to consummate the transactions contemplated hereby. Other than the Persons set forth on Schedule 3(a), the Company has no Subsidiaries.
“Subsidiaries” means any Person in which the Company, directly or indirectly, (I) owns a majority of any of the outstanding
capital stock or holds a majority of any equity or similar interest of such Person or (II) controls such Person, and each of the foregoing,
is individually referred to herein as a “Subsidiary.”
(b) Authorization;
Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement
and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery
of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated
hereby and thereby (including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion
Shares issuable upon conversion of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant
Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors and (other than the
filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a
Form D with the SEC and any other filings as may be required by any state securities agencies or the Principal Market) no further filing,
consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholder or other
governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to each Closing, duly
executed and delivered by the Company, and each constitutes and will constitute legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity
or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the
enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited
by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants,
the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and
instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby,
as may be amended from time to time.
(c) Issuance of Securities. Each issuance
of the Notes and the Warrants pursuant to this Agreement is duly authorized and upon issuance in accordance with the terms of the Transaction
Documents shall be valid and binding obligations of the Company. As of each Closing, the Company shall have reserved from its duly authorized
capital stock not less than 200% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming
for purposes hereof that (x) the Notes are convertible at the initial Conversion Price (as defined in the Notes), and (y) any such conversion
shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant
Shares initially issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set
forth therein). Upon issuance or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may
be), the Conversion Shares and the Warrant Shares, respectively, when issued (and paid for with respect to the Warrant Shares), will be
validly issued, fully paid and nonassessable and free from all preemptive or similar rights and all mortgages, defects, claims, liens,
pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”)
with respect to the issue thereof, with the Holders being entitled to all rights accorded to a Holder of Ordinary Shares. Subject to the
accuracy of the representations and warranties of the Holders in this Agreement, the offer and issuance by the Company of the Securities
is exempt from registration under the 1933 Act.
(d) No Conflicts. The execution, delivery
and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby
and thereby (including, without limitation, the issuance of the Notes, the Warrants, the Conversion Shares and the Warrant Shares and
the reservation for issuance of the Conversion Shares and the Warrant Shares) will not (i) result in a violation of the Company’s
Articles of Association (“Articles of Association”) (including, without limitation, any certificate of designation
contained therein), , or any capital stock or other securities of the Company, (ii) conflict with, or constitute a default (or an event
which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party, or (iii) result in
a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities
laws and regulations and the rules and regulations of the Principal Market and including all applicable foreign, federal and state laws,
rules and regulations) applicable to the Company or by which any property or asset of the Company is bound or affected.
(e) Consents. The Company is not required
to obtain any consent from, authorization or order of, or make any filing or registration with (other than the filing with the SEC of
one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and
any other filings as may be required by any state securities agencies and the Principal Market), any Governmental Entity or any regulatory
or self-regulatory agency or any other Person in order for the Company to execute, deliver or perform any of its obligations under or
contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations,
orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been or will be obtained
or effected on or prior to the Closing Date, and the Company is not aware of any facts or circumstances which might prevent the Company
from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. The Company is
not in violation of the requirements of the Principal Market and has no knowledge of any facts or circumstances which could reasonably
lead to delisting or suspension of the Ordinary Shares in the foreseeable future.
(f) Acknowledgment Regarding Holder’s
Purchase of Securities. The Company acknowledges and agrees that each Holder is acting solely in the capacity of an arm’s length
purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Holder is (i) an
officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company
or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the Ordinary Shares (as defined
for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further
acknowledges that no Holder is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to
the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Holder or any of its representatives
or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such
Holder’s purchase of the Securities. The Company further represents to each Holder that the Company’s decision to enter into
the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.
(g) No General Solicitation; Placement Agent’s
Fees. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf, has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company
shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other
than for Persons engaged by any Holder or its investment advisor) relating to or arising out of the transactions contemplated hereby.
The Company shall pay, and hold each Holder harmless against, any liability, loss or expense (including, without limitation, attorney’s
fees and out-of-pocket expenses) arising in connection with any such claim. The Company has not engaged any placement agent or other agent
in connection with the offer or sale of the Securities.
(h) No Integrated Offering. None of the
Company, its affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or
solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Securities
under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require
approval of shareholders of the Company for purposes of the 1933 Act or under any applicable shareholder approval provisions, including,
without limitation, under the rules and regulations of the Principal Market. None of the Company, its affiliates nor any Person acting
on their behalf will take any action or steps that would require registration of the issuance of any of the Securities under the 1933
Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.
(i) Dilutive Effect. The Company understands
and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges
that its obligation to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes
and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the Warrants is, in each case, absolute and
unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholder of the Company.
(j) Application of Takeover Protections;
Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable
any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution
under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Articles of Association or other
organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any
Holder as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of
the Securities and any Holder’s ownership of the Securities. The Company and its board of directors have taken all necessary action,
if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership
of Ordinary Shares or a change in control of the Company.
(k) SEC Documents; Financial Statements.
During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements
and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing
filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto
and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company
has delivered or has made available to the Holders or their respective representatives true, correct and complete copies of each of the
SEC Documents not available on the EDGAR system. As of their respective dates, the SEC Documents complied in all material respects with
the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and
none of the SEC Documents, at the time they were filed with the SEC (except as amended by any subsequently filed SEC Document which was
filed prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents (other than quarterly
financial updates furnished to the SEC on Reports of Foreign Private Issuer on Form 6-Ks (“Financial Updates”)) complied
in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto
as in effect as of the time of filing. Such financial statements have been prepared in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board (“IFRS”), consistently applied, during the periods
involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited
interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material
respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually
or in the aggregate). All information, including financial information, contained in the Financial Updates were true and correct in all
material respects as of the date such Financial Updates were filed with the SEC. The reserves, if any, established by the Company or the
lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are
no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting
Standards Board which are not provided for by the Company in its financial statements or otherwise. The Company is not currently contemplating
to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants
of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company
currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each
case, in order for any of the Financials Statements to be in compliance with IFRS and the rules and regulations of the SEC. The Company
has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements
or that there is any need for the Company to amend or restate any of the Financial Statements.
(l) Absence of Certain Changes. Since
the date of the Company’s most recent audited financial statements contained in a Form 20-F, there has been no material adverse
change and no material adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition
(financial or otherwise) or prospects of the Company or any of its Subsidiaries. Since the date of the Company’s most recent audited
financial statements contained in a Form 20-K, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends,
(ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures,
individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken
any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation
or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend
to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The
Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the
transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3(l),
“Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair
saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and
its Subsidiaries’ total Indebtedness (as defined below), (B) the Company and its Subsidiaries are unable to pay their debts and
liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company and its
Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; or
(ii) individually, (A) the present fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is
less than the amount required to pay its respective total Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable
to pay its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and
matured or (C) the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be
beyond its respective ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business
or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s or such Subsidiary’s
remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is now
conducted and is proposed to be conducted.
(m) No Undisclosed Liabilities. The Company
does not have any liabilities which are of a nature required to be reflected in a balance sheet or the notes thereto except for (i) liabilities
incurred (x) in the ordinary course of business since the most recent balance sheet date included in the SEC Reports, (y) in contemplation
of the Transactions or with respect thereto, or (z) incurred outside of the ordinary course of business which would not be, individually
or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.
(n) Conduct of Business; Regulatory Permits.
The Company is not in violation of any term of or in default under its Articles of Association or any certificate of designation, preferences
or rights of any other outstanding series of preferred stock of the Company. The Company is not in violation of any judgment, decree or
order or any statute, ordinance, rule, regulation, order, judgment or other requirement of any Governmental Entity applicable to the Company
or any of its Subsidiaries, and the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing,
except in all cases for possible violations which could not, individually or in the aggregate, have a Material Adverse Effect. Without
limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements of the Principal
Market and has no knowledge of any facts or circumstances that could reasonably be expected to lead to delisting or suspension of the
Ordinary Shares by the Principal Market in the foreseeable future. During the two years prior to the date hereof, (i) the Ordinary Shares
has been listed or designated for quotation on the Principal Market, (ii) trading in the Ordinary Shares has not been suspended by the
SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market
regarding the suspension or delisting of the Ordinary Shares from the Principal Market. The Company and each of its Subsidiaries possess
all certificates, authorizations and permits issued by all relevant Governmental Entities necessary to conduct their respective businesses,
and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any
such certificate, authorization or permit, except where the failure to possess such certificates, authorizations or permits, or the revocation
or modification thereof, would not have, individually or in the aggregate, a Material Adverse Effect. There is no agreement, commitment,
judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries
is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of
the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business
by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have
not had and would not reasonably be expected to have a Material Adverse Effect.
(o) Foreign Corrupt Practices. Neither
the Company, nor any Subsidiary nor, to the knowledge of the Company, or any of their respective directors, officers, agents, employees,
nor any other Person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”)
has or have violated the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act, the OECD Convention
on Combating Bribery of Foreign public Officials in International Business Transactions (1997) or any other applicable anti-bribery or
anti-corruption laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered,
given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official
capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individually
and collectively, a “Government Official”) or to any person under circumstances where such Company Affiliate knew or
was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or
indirectly, to any Government Official, for the purpose of:
(i) (A) influencing any act or decision of such Government
Official in his/her official capacity, (B) inducing such Government Official to do or omit to do any act in violation of his/her lawful
duty, (C) securing any improper advantage, or (D) inducing such Government Official to influence or affect any act or decision of any
Governmental Entity, or
(ii) assisting the Company or its Subsidiaries in
obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.
(p) Sarbanes-Oxley Act. The Company is
in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, and any and all applicable rules
and regulations promulgated by the SEC thereunder.
(q) Transactions with Affiliates. Except
as set forth on Schedule 3(q), no current or former employee, partner, director, officer or stockholder (direct or indirect) of the Company,
or any associate, or, to the knowledge of the Company, any affiliate of any thereof, or any relative with a relationship no more remote
than first cousin of any of the foregoing, is presently, or has ever been, (i) a party to any transaction with the Company (including
any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from,
or otherwise requiring payments to, any such director, officer or stockholder or such associate or affiliate or relative (other than for
ordinary course services as employees, officers or directors of the Company or any of its Subsidiaries)) or (ii) the direct or indirect
owner of an interest in any corporation, firm, association or business organization which is a competitor, supplier or customer of the
Company or its Subsidiaries (except for a passive investment (direct or indirect) in less than 5% of the common stock of a company whose
securities are traded on or quoted through an Eligible Market), nor does any such Person receive income from any source other than the
Company or its Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company
or its Subsidiaries. No employee, officer, stockholder or director of the Company or member of his or her immediate family is indebted
to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted (or committed to make loans
or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable
expenses incurred on behalf of the Company or (iii) for other standard employee benefits made generally available to all employees or
executives (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company).
(r) Equity Capitalization.
(i) Authorized and Outstanding Capital Stock.
As of the date hereof, the authorized capital stock of the Company consists of (A) 100,000,000 Class A Ordinary Shares, of which 14,919,016
shares are issued and outstanding and 30,610,690 shares are reserved for issuance pursuant to Convertible Securities (as defined below)
(other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, Ordinary Shares and (B)10,000,000 shares
of Preferred Stock, none of which are issued and outstanding. The Company was previously authorized to issue an aggregate of 2,125,000
Class B Ordinary Shares but all such shares were issued and subsequently converted into Class A Ordinary Shares in December 2022. No Ordinary
Shares are held in the treasury of the Company.
(iii) Valid Issuance; Available
Shares; Affiliates. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and
are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of Ordinary Shares that are (A) reserved for
issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (B) that are, as of the date
hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption
that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Ordinary Shares are “affiliates”
without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of
its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding Ordinary
Shares (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or
convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including
“blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities
laws).
(iv) Existing Securities; Obligations.
Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock
is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there
are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any
of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may
become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip,
rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable
or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or
arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the
1933 Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company
or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings
or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its
Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the
issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock”
plans or agreements or any similar plan or agreement.
(v) Organizational Documents.
The Company has furnished to the Holders true, correct and complete copies of the Company’s Articles of Association and the terms
of all Convertible Securities and the material rights of the holders thereof in respect thereto.
(s) Indebtedness and Other Contracts.
Neither the Company nor any of its Subsidiaries, (i) except as disclosed on Schedule 3(s), has any outstanding debt securities,
notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined below) of
the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii) is a party to any
contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement
or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations
in any amounts filed in connection with the Company or any of its Subsidiaries, (iv) is in violation of any term of, or in default under,
any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually
or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness,
the performance of which, in the reasonable, good faith judgment of the Company’s officers, has or is expected to have a Material
Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC
Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or
its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse
Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness
for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including,
without limitation, “capital leases” in accordance with IFRS) (other than trade payables entered into in the ordinary course
of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds
and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations
so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under
any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets
acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the
event of default are limited to repossession or sale of such property) (F) all monetary obligations under any leasing or similar arrangement
which, in connection with IFRS, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness
referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person,
even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness. and (H)
all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above;
and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise,
of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent
of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such
liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability
will be protected (in whole or in part) against loss with respect thereto.
(t) Litigation. There is no action, suit,
arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, other Governmental Entity,
self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of
its Subsidiaries, the Ordinary Shares or, any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil
or criminal nature or otherwise, in their capacities as such, except as set forth in Schedule 3(t). To the knowledge of the
Company, no director, officer or employee of the Company or any of its subsidiaries has willfully violated 18 U.S.C. §1519 or engaged
in spoliation in reasonable anticipation of litigation. Without limitation of the foregoing, there has not been, and to the knowledge
of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any
current or former director or officer of the Company or any of its Subsidiaries. Based solely on a review of the SEC’s website,
the SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under
the 1933 Act or the 1934 Act. Neither the Company nor any of its Subsidiaries is subject to any order, writ, judgment, injunction, decree,
determination or award of any Governmental Entity.
(u) Insurance. The Company and each of
its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management
of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the
Company nor any such Subsidiary has been refused any insurance coverage sought or applied for, and neither the Company nor any such Subsidiary
has any reason to believe that it will be unable to renew its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.
(v) Employee Relations. Neither the Company
nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member of a union. The Company and its Subsidiaries
believe that their relations with their employees are good. No executive officer (as defined in Rule 501(f) promulgated under the 1933
Act) or other key employee of the Company or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer
intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such
Subsidiary. No executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to be, in violation
of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement,
or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer or other key
employee (as the case may be) does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing
matters. The Company and its Subsidiaries are in compliance with all federal, state, local and foreign laws and regulations respecting
labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure
to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(w) Title.
(i) Real Property. Each of
the Company and its Subsidiaries holds good title to all real property, leases in real property, facilities or other interests in real
property owned or held by the Company or any of its Subsidiaries (the “Real Property”). The Real Property is free and
clear of all Liens and is not subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations
of any nature except for Permitted Liens. Any Real Property held under lease by the Company or any of its Subsidiaries are held by them
under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed
to be made of such property and buildings by the Company or any of its Subsidiaries.
(ii) Fixtures and Equipment.
Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the tangible personal property,
equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its Subsidiary in connection
with the conduct of its business (the “Fixtures and Equipment”). The Fixtures and Equipment are structurally sound,
are in good operating condition and repair, are adequate for the uses to which they are being put and are not in need of maintenance or
repairs except for ordinary, routine maintenance and repairs. Each of the Company and its Subsidiaries owns or leases all of its Fixtures
and Equipment free and clear of all Liens except for (a) liens for current taxes not yet due and (b) zoning laws and other land use restrictions
that do not impair the present or anticipated use of the property subject thereto.
(x) Intellectual Property Rights. The
Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark
registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses, approvals, governmental
authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor (“Intellectual
Property Rights”) necessary to conduct their respective businesses as now conducted and presently proposed to be conducted.
Each of patents owned by the Company or any of its Subsidiaries is listed on Schedule 3(x)(i). Except as set forth in Schedule 3(x)(ii),
none of the Company’s Intellectual Property Rights have expired or terminated or have been abandoned or are expected to expire or
terminate or are expected to be abandoned, within three years from the date of this Agreement. The Company does not have any knowledge
of any infringement by the Company or its Subsidiaries of Intellectual Property Rights of others. The Company does not have any knowledge
of any infringement by any third party of the Intellectual Property Rights of the Company and its Subsidiaries. There is no claim, action
or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company
or any of its Subsidiaries regarding its Intellectual Property Rights. Neither the Company nor any of its Subsidiaries is aware of any
facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. The Company and
its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual
Property Rights.
(y) Environmental Laws. (i) The Company
and its Subsidiaries (A) are in compliance with any and all Environmental Laws (as defined below), (B) have received all permits, licenses
or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (C) are in compliance
with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (A), (B) and (C), the failure
to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The term “Environmental
Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment
(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation,
laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous
substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations,
codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations
issued, entered, promulgated or approved thereunder.
(ii) No Hazardous Materials:
(A) have been disposed of or otherwise
released from any Real Property of the Company or any of its Subsidiaries in violation of any Environmental Laws; or
(B) are present on, over, beneath, in or
upon any Real Property or any portion thereof in quantities that would constitute a violation of any Environmental Laws. No prior use
by the Company or any of its Subsidiaries of any Real Property has occurred that violates any Environmental Laws, which violation would
have a Material Adverse Effect.
(iii) Neither the Company nor any of
its Subsidiaries knows of any other person who or entity which has stored, treated, recycled, disposed of or otherwise located on any
Real Property any Hazardous Materials, including, without limitation, such substances as asbestos and polychlorinated biphenyls.
(iv) None of the Real Property are on
any federal or state “Superfund” list or Liability Information System (“CERCLIS”) list or any state environmental
agency list of sites under consideration for CERCLIS, nor subject to any environmental related Liens.
(z) Subsidiary Rights. The Company or
one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends
and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.
(aa) Tax Status. The Company and each
of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other tax returns, reports and declarations
required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental assessments and charges that
are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good
faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods
to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for any such claim. The Company is
not operated in such a manner as to qualify as a passive foreign investment company, as defined in Section 1297 of the Code. The net operating
loss carryforwards (“NOLs”) for United States federal income tax purposes of the consolidated group of which the Company
is the common parent, if any, shall not be materially adversely affected by the transactions contemplated hereby. The transactions contemplated
hereby do not constitute an “ownership change” within the meaning of Section 382 of the Code, thereby preserving the Company’s
ability to utilize such NOLs.
(bb) Internal Accounting and Disclosure Controls.
The Company maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance
with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with IFRS and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities
is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets
and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect
to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934
Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under
the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including,
without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports
that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal
executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required
disclosure. Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental
Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over
financial reporting of the Company or any of its Subsidiaries.
(cc) Off Balance Sheet Arrangements.
There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other
off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise
could be reasonably likely to have a Material Adverse Effect.
(dd) Investment Company Status. The Company
is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment
company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter”
or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act
of 1940, as amended.
(ee) Acknowledgement Regarding Holders’
Trading Activity. It is understood and acknowledged by the Company that (i) following the public disclosure of the transactions contemplated
by the Transaction Documents, in accordance with the terms thereof, none of the Holders have been asked by the Company or any of its Subsidiaries
to agree, nor has any Holder agreed with the Company or any of its Subsidiaries or any affiliate of the forgoing, to desist from effecting
any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any securities of the
Company, or “derivative” securities based on securities issued by the Company or to hold any of the Securities for any specified
term; (ii) any Holder, and counterparties in “derivative” transactions to which any such Holder is a party, directly or indirectly,
presently may have a “short” position in the Ordinary Shares which was established prior to such Holder’s knowledge
of the transactions contemplated by the Transaction Documents; (iii) no Holder shall be deemed to have any affiliation with or control
over any arm’s length counterparty in any “derivative” transaction; and (iv) each Holder may rely on the Company’s
obligation to timely deliver Ordinary Shares upon conversion, exercise or exchange, as applicable, of the Securities as and when required
pursuant to the Transaction Documents for purposes of effecting trading in the Ordinary Shares of the Company. The Company further understands
and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press
Release (as defined below) one or more Holders may engage in hedging and/or trading activities (including, without limitation, the location
and/or reservation of borrowable Ordinary Shares) at various times during the period that the Securities are outstanding, including, without
limitation, during the periods that the value and/or number of the Warrant Shares or Conversion Shares, as applicable, deliverable with
respect to the Securities are being determined and such hedging and/or trading activities (including, without limitation, the location
and/or reservation of borrowable Ordinary Shares), if any, can reduce the value of the existing stockholders’ equity interest in
the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned
hedging and/or trading activities do not constitute a breach of this Agreement, the Notes, the Warrants or any other Transaction Document
or any of the documents executed in connection herewith or therewith.
(ff) Manipulation of Price. Neither the
Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on their behalf has, directly or indirectly,
(i) taken any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company or
any of its Subsidiaries to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation
for soliciting purchases of, any of the Securities, (iii) paid or agreed to pay to any Person any compensation for soliciting another
to purchase any other securities of the Company or any of its Subsidiaries or (iv) paid or agreed to pay any Person for research services
with respect to any securities of the Company or any of its Subsidiaries.
(gg) U.S. Real Property Holding Corporation.
Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the Holders,
shall become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary
shall so certify upon any Holder’s request.
(hh) Registration Eligibility. The Company
is eligible to register the Registrable Securities (as defined in the Registration Rights Agreement) for resale by the Holders using Form
F-3 promulgated under the 1933 Act.
(ii) Transfer Taxes. On the Closing Date,
all stock transfer taxes which are required to be paid in connection with the issuance of the Securities to be sold to each Holder hereunder
will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied
with.
(jj) Bank Holding Company Act. Neither
the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”)
and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company
nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares
of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to
the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling
influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.
(kk) Shell Company Status. The Company
is not and has not been since December 10, 2021 an issuer identified in, or subject to, Rule 144(i).
(mm) Money Laundering and Sanctions.
The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act of 2001 and all other applicable
U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws, regulations and Executive Orders
and sanctions programs administered by the U.S. Office of Foreign Assets Control (“OFAC”), including, but not limited,
to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B,
Chapter V. None of the Company, any of its Subsidiaries, nor any of its directors, officers or employees or, to the knowledge of the Company,
any of its agents or representatives, is a Person that is, or is owned or controlled by a Person that is, currently subject to any sanctions
administered or enforced by the United States Government, including, without limitation, by OFAC, or any sanctions or measures imposed
by the United Nations Security Council, the European Union, His Majesty’s Treasury, the Commonwealth of Australia or other relevant
sanctions authority (collectively, the “Sanctions”), nor is the Company or any of its Subsidiaries located, resident,
organized or operating in a country or territory that is the subject of such Sanctions; and the Company and its Subsidiaries will not
directly or indirectly use any proceeds from the sale of the Securities (including from the exercise of the Warrants), or lend, contribute
or otherwise make available all or part of such proceeds to any subsidiary, affiliate, joint venture partner or other Person, for the
purpose of financing or facilitating the activities of or business with any Person that, at the time of such funding or facilitation,
is subject to any Sanctions or operating in any country or territory that is the subject of Sanctions where such operations are in violation
of such Sanctions or in any other manner that would result in a violation by any Person (including any Person participating in the Offering,
whether as underwriter, advisor, investor or otherwise) of such Sanctions.
(nn) Management. Except as set forth
in Schedule 3(nn) hereto, during the past five-year period, no current or former officer or director or, to the knowledge
of the Company, current ten percent (10%) or greater stockholder of the Company or any of its Subsidiaries has been the subject of:
(i) a petition under bankruptcy laws
or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent or similar officer for such Person,
or any partnership in which such person was a general partner at or within two years before the filing of such petition or such appointment,
or any corporation or business association of which such person was an executive officer at or within two years before the time of the
filing of such petition or such appointment;
(ii) a conviction in a criminal proceeding
or a named subject of a pending criminal proceeding (excluding traffic violations that do not relate to driving while intoxicated or driving
under the influence);
(iii) any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining any such
person from, or otherwise limiting, the following activities:
(1) Acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person
regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment
adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank,
savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
(2) Engaging in any particular type of
business practice; or
(3) Engaging in any activity in connection
with the purchase or sale of any security or commodity or in connection with any violation of securities laws or commodities laws;
(iv) any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting for more than sixty (60) days
the right of any such person to engage in any activity described in the preceding sub paragraph, or to be associated with persons engaged
in any such activity;
(v) a finding by a court of competent
jurisdiction in a civil action or by the SEC or other authority to have violated any securities law, regulation or decree and the judgment
in such civil action or finding by the SEC or any other authority has not been subsequently reversed, suspended or vacated; or
(vi) a finding by a court of competent
jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment
in such civil action or finding has not been subsequently reversed, suspended or vacated.
(oo) Stock Option Plans. Each stock option
granted by the Company was granted (i) in accordance with the terms of the applicable stock option plan of the Company and (ii) with an
exercise price at least equal to the fair market value of the Ordinary Shares on the date such stock option would be considered granted
under IFRS and applicable law. No stock option granted under the Company’s stock option plan has been backdated. The Company has
not knowingly granted, and there is no and has been no policy or practice of the Company to knowingly grant, stock options prior to, or
otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding
the Company or its Subsidiaries or their financial results or prospects.
(pp) No Disagreements with Accountants and
Lawyers. There are no material disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between
the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any
fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under any of
the Transaction Documents.
(qq) No Disqualification Events. With
respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the 1933 Act (“Regulation D Securities”),
none of the Company, any of its predecessors, nor, to the best knowledge of the Company, any affiliated issuer, any director, executive
officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and,
together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in
Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered
by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a
Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has
furnished to the Holders a copy of any disclosures provided thereunder.
(rr) Other Covered Persons. The Company
is not aware of any Person that has been or will be paid (directly or indirectly) remuneration for solicitation of Holders or potential
purchasers in connection with the sale of any Regulation D Securities.
(ss) No Additional Agreements. The Company
does not have any agreement or understanding with any Holder with respect to the transactions contemplated by the Transaction Documents
other than as specified in the Transaction Documents.
(tt) Public Utility Holding Act. None
of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate” of a “holding company,”
as such terms are defined in the Public Utility Holding Act of 2005.
(uu) Federal Power Act. None of the Company
nor any of its Subsidiaries is subject to regulation as a “public utility” under the Federal Power Act, as amended.
(vv) Ranking of Notes. At the Closing,
the Notes will rank senior all other Indebtedness of the Company in right of payment, whether with respect to payment or redemptions,
interest, damages, upon liquidation or dissolution or otherwise except with respect to capital leases and other indebtedness incurred
by the Company in the ordinary course of business .
(ww) Disclosure. The Company confirms
that neither it nor any other Person acting on its behalf has provided any of the Holders or their agents or counsel with any information
that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries,
other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Company understands
and confirms that each of the Holders will rely on the foregoing representations in effecting transactions in securities of the Company.
All disclosure provided to the Holders regarding the Company and its Subsidiaries, their businesses and the transactions contemplated
hereby, including the schedules to this Agreement and all information contained in the SEC Documents furnished by or on behalf of the
Company or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not
misleading. All of the written information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to
each Holder pursuant to or in connection with this Agreement and the other Transaction Documents, including the SEC Documents, taken as
a whole, will be true and correct in all material respects as of the date on which such information is so provided and will not contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in
the light of the circumstances under which they were made, not misleading. Each press release issued by the Company or any of its Subsidiaries
during the twelve (12) months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they are made, not misleading. No event or circumstance has occurred or information exists with respect
to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results
thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before
the date hereof or announcement by the Company but which has not been so publicly disclosed. All financial projections and forecasts that
have been prepared by or on behalf of the Company or any of its Subsidiaries and made available to you have been prepared in good faith
based upon reasonable assumptions and represented, at the time each such financial projection or forecast was delivered to each Holder,
the Company’s best estimate of future financial performance (it being recognized that such financial projections or forecasts are
not to be viewed as facts and that the actual results during the period or periods covered by any such financial projections or forecasts
may differ from the projected or forecasted results). The Company acknowledges and agrees that no Holder makes or has made any representations
or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.
(xx) Environmental and Social Risk. The Company
and its Subsidiaries have not engaged and are not currently engaging in any activity in the financial services, mining, agriculture, tobacco,
gambling, nuclear, adult entertainment, military, law enforcement, defense, border patrolling or surveillance sectors (“Restricted
Industries”), and will not engage in any activity in any of these sectors so long as any Holder beneficially owns any Notes
or Warrants. Furthermore, the Company and its Subsidiaries have complied, are complying and will comply with all laws, rules, principles
and standard required of them (including environmental, workplace health and safety, human rights, modern slavery, gaming, and securities
related laws, rules, principles and standard) and have not received any notice of any actual or potential liability under any such laws,
rules, principles or standard. The Company takes and will take all reasonable steps to ensure there is no modern slavery (as defined or
provided by relevant local and international laws and regulations) in its business operations and supply chains. Appropriate records evidencing
such reasonable steps shall be maintained.
4. COVENANTS.
(a) Commercially Reasonable Efforts.
Each Holder shall use its commercially reasonable efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied
by it as provided in Section 6 of this Agreement. The Company shall use its commercially reasonable efforts to timely satisfy each of
the covenants hereunder and conditions to be satisfied by it as provided in Section 7 of this Agreement.
(b) Form D and Blue Sky. The Company
shall file a Form D with respect to the Securities as required under Regulation D. The Company shall, on or before each Closing, take
such action as the Company shall reasonably determine is necessary in order to obtain an exemption from registration or qualification
of, or to register or qualify, the Securities for sale to the Holders at the Closing pursuant to this Agreement under applicable securities
or “Blue Sky” laws of the states of the United States, and shall provide evidence of any such action so taken to the Holders
on or prior to each Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely
make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including,
without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply
with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale
of the Securities to the Holders.
(c) Reporting Status. Until the date
on which the Holders shall have sold all of the Registrable Securities (the “Reporting Period”), the Company shall
timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as
an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require
or otherwise permit such termination. The Company shall take all actions necessary to maintain its eligibility to register the Registrable
Securities for resale by the Holders on Form F-3.
(d) Use of Proceeds. The Company will
use the proceeds from the sale of the Securities for general corporate purposes, but not, directly or indirectly, for (i) the satisfaction
of any Indebtedness of the Company or any of its Subsidiaries other than scheduled repayments relating to the Company’s capital
leases excluding any accelerated or voluntary repayments, (ii) the redemption or repurchase of any securities of the Company or any of
its Subsidiaries, or (iii) the settlement of any outstanding litigation.
(e) Financial Information. The Company
agrees to send the following to each Holder during the Reporting Period (i) unless the following are filed with the SEC through EDGAR
and are available to the public through the EDGAR system, within one (1) Business Day after the filing thereof with the SEC, a copy of
its Annual Reports on Form 20-F, any interim reports or any consolidated balance sheets, income statements, stockholder s’ equity
statements and/or cash flow statements for any period other than annual, any other Reports of Foreign Private Issuer on Form 6-K and any
registration statements or amendments filed pursuant to the 1933 Act, (ii) unless the following are either filed with the SEC through
EDGAR or are otherwise widely disseminated via a recognized news release service (such as PR Newswire), on the same day as the release
thereof, facsimile copies of all press releases issued by the Company or any of its Subsidiaries and (iii) unless the following are filed
with the SEC through EDGAR, copies of any notices and other information made available or given to the stockholder s of the Company generally,
contemporaneously with the making available or giving thereof to the stockholder s.
(f) Listing. The Company shall use its
best efforts to promptly secure the listing or designation for quotation (as the case may be) of all of the Registrable Securities upon
each national securities exchange and automated quotation system, if any, upon which the Ordinary Shares are then listed or designated
for quotation (as the case may be) (subject to official notice of issuance). The Company shall use its best efforts to maintain the listing
or authorization for quotation (as the case may be) of the Ordinary Shares (including, without limitation, the Registrable Securities)
on the Principal Market or any other Eligible Market. Neither the Company nor any of its Subsidiaries shall take any action which could
be reasonably expected to result in the delisting or suspension of the Ordinary Shares on the Principal Market. The Company shall pay
all fees and expenses in connection with satisfying its obligations under this Section 4(f).
(g) Fees. The Company shall be responsible
for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, DTC (as defined below) fees or broker’s
commissions (other than for Persons engaged by any Holder) relating to or arising out of the transactions contemplated hereby. The Company
shall pay, and hold each Holder harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’
fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Additionally, the Company shall reimburse
the Lead Holder up to One Hundred and Twenty Five Thousand Dollars ($125,000) for its legal and due diligence fees, of which $40,000 has
been paid prior to the date of this Agreement]. Except as otherwise set forth in the Transaction Documents, each party to this Agreement
shall bear its own expenses in connection with the sale of the Securities to the Holders.
(h) Pledge of Securities. Notwithstanding
anything to the contrary contained in this Agreement, the Company acknowledges and agrees that the Securities may be pledged by a Holder
in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of
Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Holder effecting a pledge of Securities
shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement
or any other Transaction Document, including, without limitation, Section 2(g) hereof; provided that a Holder and its
pledgee shall be required to comply with the provisions of Section 2(g) hereof in order to effect a sale, transfer or assignment of Securities
to such pledgee. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request
in connection with a pledge of the Securities to such pledgee by a Holder.
(i) Disclosure
of Transactions and Other Material Information.
(1) Disclosure of Transaction. The
Company may, on or before 9:30 a.m., New York time, on the day following the date of this Agreement, issue a press release (the “Press
Release”) reasonably acceptable to the Holders disclosing all the material terms of the transactions contemplated by the Transaction
Documents. On or before 9:30 a.m., New York time, on the day following the date of this Agreement, the Company shall file a Report of
Foreign Private Issuer on Form 6-K describing all the material terms of the transactions contemplated by the Transaction Documents in
the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement,
the form of Note, the form of the Warrant and the form of the Registration Rights Agreement) (including all attachments, the “6-K
Filing”). The Lead Holder shall be given a reasonable period of time to review the Form 6-K Filing prior to its filing and provide
any reasonable comments to the Company in advance of its filing date. From and after the filing of the 6-K Filing, the Company shall have
disclosed all material, non-public information (if any) provided to any of the Holders by the Company or any of its Subsidiaries or any
of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents.
(2) Limitations on Disclosure.
The Company shall not, and the Company shall cause each of its Subsidiaries and affiliates and each of its and their respective officers,
directors, managers, employees, representatives and agents not to, provide any Holder with any material, non-public information regarding
the Company or any of its Subsidiaries from and after the date of the 6-K Filing without the express prior written consent of such Holder
(which may be granted or withheld in such Holder’s sole discretion). To the extent that the Company delivers or allows to be delivered
any material, non-public information to a Holder without such Holder’s consent, the Company hereby covenants and agrees that such
Holder shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information.
Subject to the foregoing, neither the Company, its Subsidiaries nor any Holder shall issue any press releases or any other public statements
with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of
any Holder, to make the Press Release and any press release or other public disclosure with respect to such transactions (i) in substantial
conformity with the 6-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations. Without the
prior written consent of the applicable Holder (which may be granted or withheld in such Holder’s sole discretion), the Company
shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Holder in any filing, announcement,
release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would
otherwise be true, the Company expressly acknowledges and agrees that no Holder shall have (unless expressly agreed to by a particular
Holder after the date hereof in a written definitive and binding agreement executed by the Company and such particular Holder (it being
understood and agreed that no Holder may bind any other Holder with respect thereto)), any duty of confidentiality with respect to any
material, non-public information regarding the Company or any of its Subsidiaries.
(3) Other Confidential Information.
Disclosure Failures; Disclosure Delay Payments. In addition to other remedies set forth in this Section 4(i), and without limiting
anything set forth in any other Transaction Document, at any time after the Initial Closing Date if the Company, any of its Subsidiaries,
any of their respective affiliates or any of their respective officers, directors, managers, employees, representatives or agents, provides
any Holder with material non-public information relating to the Company or any of its Subsidiaries (the “Confidential Information”),
the Company shall, on or prior to the applicable Required Disclosure Date (as defined below), publicly disclose such Confidential Information
on a Report of Foreign Private Issuer on Form 6-K or otherwise (each, a “Disclosure”). From and after such Disclosure,
the Company shall have disclosed all Confidential Information provided to such Holder by the Company or any of its Subsidiaries or any
of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents.
In addition, effective upon such Disclosure, the Company acknowledges and agrees that any and all confidentiality or similar obligations
under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,
affiliates, employees or agents, on the one hand, and any of the Holders or any of their affiliates, on the other hand, shall terminate.
In the event that the Company fails to effect such Disclosure on or prior to the Required Disclosure Date and such Holder shall have possessed
Confidential Information for at least ten (10) consecutive Trading Days (each, a “Disclosure Failure”), then, as partial
relief for the damages to such Holder by reason of any such delay in, or reduction of, its ability to buy or sell Ordinary Shares after
such Required Disclosure Date (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall
pay to such Holder an amount in cash equal to two percent (2%) of the aggregate Subscription Price with respect to the Securities still
held by the Holder at such time on each of the following dates (each, a “Disclosure Delay Payment Date”): (i)
on the date of such Disclosure Failure and (ii) on every 30 day anniversary of such Disclosure Failure until the earlier of (x) the date
such Disclosure Failure is cured and (y) such time as all such non-public information provided to such Holder shall cease to be Confidential
Information (as evidenced by a certificate, duly executed by an authorized officer of the Company to the foregoing effect) (such earlier
date, as applicable, a “Disclosure Cure Date”); provided that such payments shall not exceed Two Million Dollars ($2,000,000)
in the aggregate. Following the initial Disclosure Delay Payment Date for any particular Disclosure Failure, without limiting the foregoing,
if a Disclosure Cure Date occurs prior to any 30 day anniversary of such Disclosure Failure, then such Disclosure Delay Payment (prorated
for such partial month) shall be made on the second Business Day after such Disclosure Cure Date. The payments to which a Holder shall
be entitled pursuant to this Section 4(i)(3) are referred to herein as “Disclosure Delay Payments.” In the event the
Company fails to make Disclosure Delay Payments in a timely manner in accordance with the foregoing, such Disclosure Delay Payments shall
bear interest at the rate of 2% per month (prorated for partial months) until paid in full. For purposes hereof, “Required Disclosure
Date” means (x) if such Holder authorized the delivery of such Confidential Information, either (I) if the Company and such
Holder have mutually agreed upon a date (as evidenced by an e-mail or other writing) of Disclosure of such Confidential Information, such
agreed upon date or (II) otherwise, the seventh calendar day after the date such Holder first received any Confidential Information or
(y) if such Holder did not authorize the delivery of such Confidential Information, the first Business Day after such Holder’s receipt
of such Confidential Information.
(j) Additional Registration Statements.
Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus
contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement)
exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are
not the Registrable Securities. “Applicable Date” means the earlier of (x) the first date on which the resale by the
Holders of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights
Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available
for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Holders pursuant
to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured
such Current Public Information Failure).
(k) Additional Issuance of Securities.
So long as any Holder beneficially owns any Notes, the Company will not, without the prior written consent of the Lead Holder, offer,
issue or sell any (1) Notes (other than to the Holders in accordance with this Agreement) and (2) other equity or securities that could
reasonably be expected to cause a breach or default under the Notes or the Warrants or otherwise impede the ability of any Holder to exercise
any rights thereunder. Additionally, the Company agrees that for as long as the Holder beneficially owns any Notes or Warrants (the “Restricted Period”),
neither the Company nor any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option or right to purchase,
or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any
equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term
is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any preferred stock or any purchase
rights and including any “at-the-market” offering of equity (any such issuance, offer, sale, grant or disposition (whether
occurring during the Restricted Period or at any time thereafter) is referred to as a “Subsequent Placement”). Notwithstanding
the foregoing, this Section 4(k) shall not apply in respect of the issuance of: (i) Ordinary Shares or standard options to purchase Ordinary
Shares to directors, officers or employees of the Company in their capacity as such pursuant to an Approved Stock Plan (as defined below);
provided that (1) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the
date hereof pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately
prior to the date hereof and (2) the exercise price of any such options is not lowered, none of such options are changed, amended, modified
or waived to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially
changed, amended, modified or waived in any manner that adversely affects any the rights of the Holders relating to the Notes or the Warrants
(ii) Ordinary Shares issued upon the conversion or exercise of Convertible Securities (other than those that are covered by clause (i)
above) issued prior to the date hereof, provided that the conversion, exercise or other method of issuance (as the case may be) of any
such Convertible Security is made solely pursuant to the conversion, exercise or other method of issuance (as the case may be) provisions
of such Convertible Security that were in effect on the date immediately prior to the date of this Agreement and the conversion, exercise
or issuance price of any such Convertible Securities is not lowered, none of such Convertible Securities are changed, amended, modified
or waived to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities
are otherwise materially changed, amended, modified or waived in any manner that adversely affects any of the rights of the Holders relating
to the Notes or the Warrants (iii) the Conversion Shares; (iv) the Warrant Shares; and (v) securities issued in connection with a Subsequent
Placement in which the proceeds thereof, in whole or in part, redeems and pays in full all of the Notes then outstanding in accordance
therewith (including, without limitation, all outstanding payment obligations hereunder and thereunder) (a “Permitted Refinancing”)
(each of the foregoing in clauses (i) through (v), collectively the “Excluded Securities”). “Approved Stock
Plan” means any employee benefit plan which has been approved by the board of directors and shareholders of the Company prior
to or subsequent to the date hereof pursuant to which Ordinary Shares and options to purchase Ordinary Shares and other share-based awards
may be issued to any employee, officer or director for services provided to the Company in their capacity as such. “Convertible
Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under
any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the Holder thereof
to acquire, any capital stock or other security of the Company (including, without limitation, Ordinary Shares) or any of its Subsidiaries.
(l) Reservation of Shares. (a) So long
as any of the Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved
for the purpose of issuance, no less than 200% of (i) the maximum number of shares of Ordinary Shares issuable upon conversion of all
the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Conversion Price then in effect and
(y) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the
maximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the
exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time
shall the number of Ordinary Shares reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any
conversion, exercise and/or redemption, as applicable of Notes and Warrants. If at any time the number of Ordinary Shares authorized and
reserved for issuance is not sufficient to meet the Required Reserve Amount (an “Authorized Share Failure”), the Company
will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation,
calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction
Documents, in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number
of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that
the number of authorized shares is sufficient to meet the Required Reserve Amount.
(m) Conduct of Business. The business
of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance, order, regulation or other legal requirement
of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate,
in a Material Adverse Effect.
(n) Other Notes; Variable Securities.
So long as any Notes remain outstanding, the Company and each Subsidiary shall be prohibited from effecting or entering into an agreement
to effect any Subsequent Placement involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction
in which the Company or any Subsidiary (i) issues or sells any Convertible Securities either (A) at a conversion, exercise or exchange
rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary Shares at any time after
the initial issuance of such Convertible Securities, or (B) with a conversion, exercise or exchange price that is subject to being reset
at some future date after the initial issuance of such Convertible Securities or upon the occurrence of specified or contingent events
directly or indirectly related to the business of the Company or the market for the Ordinary Shares, other than pursuant to a customary
“weighted average” anti-dilution provision or (ii) enters into any agreement (including, without limitation, an equity line
of credit or an “at-the-market” offering) whereby the Company or any Subsidiary may sell securities at a future determined
price (other than standard and customary “preemptive” or “participation” rights). Each Holder shall be entitled
to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to
any right to collect damages.
(o) Dilutive Issuances. For so long as
any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or effect any Dilutive Issuance (as defined
in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Notes or
exercise of any Warrant any Ordinary Shares in excess of that number of Ordinary Shares which the Company may issue upon conversion of
the Notes and exercise of the Warrants without breaching the Company’s obligations under the rules or regulations of the Principal
Market.
(p) Passive Foreign Investment Company.
The Company shall conduct its business, and shall cause its Subsidiaries to conduct their respective businesses, in such a manner to avoid
the Company being deemed to constitute a passive foreign investment company within the meaning of Section 1297 of the Code.
(q) Restriction on Redemption and Cash Dividends.
So long as any Notes are outstanding, the Company shall not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution
on, any securities of the Company without the prior express written consent of the Holders.
(r) Corporate Existence. So long as any
Notes or Warrants remain outstanding, the Company shall not be party to any Fundamental Transaction (as defined in the Notes) unless the
Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Notes and the Warrants.
(s) Conversion and Exercise Procedures.
Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined
in the Notes) included in the Notes set forth the totality of the procedures required of the Holders in order to exercise the Warrants
or convert the Notes. Except as provided in Section 5(d), no additional legal opinion, other information or instructions shall be required
of the Holders to exercise their Warrants or convert their Notes. The Company shall honor exercises of the Warrants and conversions of
the Notes and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth
in the Notes and Warrants.
(t) Regulation M. The Company will not
take any action prohibited by Regulation M under the 1934 Act, in connection with the distribution of the Securities contemplated hereby.
(u) General Solicitation. None of the
Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act) or any person acting on behalf of the Company or such affiliate
will solicit any offer to buy or offer or sell the Notes or the Warrants by means of any form of general solicitation or general advertising
within the meaning of Regulation D, including: (i) any advertisement, article, notice or other communication published in any newspaper,
magazine or similar medium or broadcast over television or radio; and (ii) any seminar or meeting whose attendees have been invited by
any general solicitation or general advertising.
(v) Integration. None of the Company,
any of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting on behalf of the Company or such affiliate
will knowingly sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the 1933
Act) which will be integrated with the sale of the Securities in a manner which would require the registration of the Securities under
the 1933 Act or require stockholder approval under the rules and regulations of the Principal Market and the Company will take all action
that is reasonably appropriate or necessary to assure that its offerings of other securities will not be so integrated for purposes of
the 1933 Act or the rules and regulations of the Principal Market with the issuance of Securities contemplated hereby.
(w) Notice of Disqualification Events.
The Company will notify the Holders in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered
Person and (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to
any Issuer Covered Person.
(x) Right of First Refusal. If, for the period
beginning on the Initial Closing Date and ending on the six (6) month anniversary of the day the Lead Holder ceases to hold any Notes
or Warrants, the Company decides to conduct a Subsequent Placement, the Company shall deliver to the Lead Holder written notice of such
decision and the Lead Holder shall have the right, but not the obligation, to participate exclusively as investor with respect to 100%
of such Subsequent Placement.
5. REGISTER; TRANSFER AGENT INSTRUCTIONS; LEGEND.
(a) Register. The Company shall maintain
at its principal executive offices (or such other office or agency of the Company as it may designate by notice to each Holder of Securities),
a register for the Notes and the Warrants in which the Company shall record the name and address of the Person in whose name the Notes
and the Warrants have been issued (including the name and address of each transferee), the principal amount of the Notes held by such
Person, the number of Conversion Shares issuable pursuant to the terms of the Notes and the number of Warrant Shares issuable upon exercise
of the Warrants held by such Person. The Company shall keep the register open and available at all times during business hours for inspection
of any Holder or its legal representatives.
(b) Transfer Agent Instructions. Upon
conversion of the Notes or the exercise of the Warrants, the Company shall issue irrevocable instructions to its transfer agent and any
subsequent transfer agent (as applicable, the “Transfer Agent”) in a form reasonably acceptable to each of the Holders
(the “Irrevocable Transfer Agent Instructions”) to issue certificates or, if restrictive legends are not required in
accordance with Section 5(d) below and the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer
Program, credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the
name of each Holder or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as specified from time
to time by each Holder to the Company upon conversion of the Notes or the exercise of the Warrants (as the case may be). The Company represents
and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer
instructions to give effect to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities,
and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided
in this Agreement and the other Transaction Documents, in each case subject to applicable securities laws. If a Holder effects a sale,
assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and shall promptly instruct
its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such
denominations as specified by such Holder to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer
involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance
with Rule 144, the transfer agent shall issue such shares to such Holder, assignee or transferee (as the case may be) without any restrictive
legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable
harm to a Holder. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b)
will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that
a Holder shall be entitled, in addition to all other available remedies, to seek an order and/or injunction restraining any breach and
requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being
required. The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to
the Company’s transfer agent on each Effective Date (as defined in the Registration Rights Agreement) (provided that a Holder provides
the Company with any certificates or representation letters reasonably required by the Company’s counsel). Any fees (with respect
to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends
on any of the Securities shall be borne by the Company.
(c) Legends. Each Holder understands
that the Securities have been issued (or will be issued in the case of the Conversion Shares and the Warrant Shares) pursuant to an exemption
from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth below, the Securities
shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following
form (and a stop-transfer order may be placed against transfer of such stock certificates):
[NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE BEEN][THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE
144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
(d) Removal of Legends. Certificates
evidencing Securities shall not be required to contain the legend set forth in Section 5(c) above or any other legend (i) while a registration
statement (including a Registration Statement) covering the resale of such Securities is effective under the 1933 Act (provided that a
Holder provides the Company with any reasonably requested representation letter from the Company’s transfer agent, including but
not limited to, if requested, representation letters relating to placing legends on securities if a registration statement relating to
such securities is not effective) , (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an
affiliate of the Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that a Holder
provides the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which
shall not include an opinion of Holder’s counsel, including by providing any certificates or representation letters reasonably required
by the Company’s transfer agent or counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule
144), provided that such Holder provides the Company with an opinion of counsel to such Holder, in a generally acceptable form, to the
effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of
the 1933 Act or (v) if such legend is not required under applicable requirements of the 1933 Act (including, without limitation, controlling
judicial interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall
no later than two Trading Days (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation
for the settlement of a trade initiated on the date such Holder delivers such legended certificate representing such Securities to the
Company) following the delivery by a Holder to the Company or the transfer agent (with notice to the Company) of a legended certificate
representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect
the reissuance and/or transfer, if applicable), together with any other deliveries from such Holder as may be required above in this Section
5(d), as directed by such Holder, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated
Securities Transfer Program and such Securities are Conversion Shares or Warrant Shares, credit the aggregate number of Ordinary Shares
to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal
at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program,
issue and deliver (via reputable overnight courier) to such Holder, a certificate representing such Securities that is free from all restrictive
and other legends, registered in the name of such Holder or its designee (the date by which such credit is so required to be made to the
balance account of such Holder’s or such Holder’s designee with DTC or such certificate is required to be delivered to such
Holder pursuant to the foregoing is referred to herein as the “Required Delivery Date,” and the date such Ordinary
Shares are actually delivered without restrictive legend to such Holder or such Holder’s designee with DTC, as applicable, the “Share
Delivery Date”). The Company shall be responsible for any transfer agent fees or DTC fees with respect to any issuance of Securities
or the removal of any legends with respect to any Securities in accordance herewith.
(e) Failure to Timely Deliver; Buy-In.
If the Company fails, for any reason or for no reason, to issue and deliver (or cause to be delivered) to a Holder (or its designee) by
the Required Delivery Date, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program,
a certificate for the number of Conversion Shares or Warrant Shares (as the case may be) to which such Holder is entitled and register
such Conversion Shares or Warrant Shares (as the case may be) on the Company’s share register or, if the Transfer Agent is participating
in the DTC Fast Automated Securities Transfer Program, to credit the balance account of such Holder or such Holder’s designee with
DTC for such number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Holder pursuant to
Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may
be) submitted for legend removal by such Holder pursuant to Section 5(d) above (the “Unavailable Shares”) is not available
for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration
Rights Agreement (x) so notify such Holder and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without
any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend
removal by such Holder pursuant to Section 5(d) above to such Holder’s or its designee’s balance account with DTC through
its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a
“Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”),
and if on or after such Trading Day such Holder purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction
of a sale by such Holder of Ordinary Shares submitted for legend removal by such Holder pursuant to Section 5(d) above that such Holder
is entitled to receive from the Company (a “Buy-In”), then the Company shall, within two (2) Trading Days after such
Holder’s request and in such Holder’s discretion, (I) pay cash to such Holder in an amount equal to such Holder’s total
purchase price (including brokerage commissions and other out-of-pocket expenses, if any, for the Ordinary Shares so purchased) (including,
without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point
the related conversion or exercise shall be deemed consummated without the need for the Company to deliver such certificate or credit
such Holder’s balance account, or (II) the Company shall promptly honor its obligation to so deliver to such Holder a certificate
or certificates or credit the balance account of such Holder or such Holder’s designee with DTC representing such number of Ordinary
Shares that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Holder in
an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant
Shares (as the case may be) that the Company was required to deliver to such Holder by the Required Delivery Date multiplied by (B) the
lowest Closing Sale Price (as defined in the Warrants) of the Common Stock on any Trading Day during the period commencing on the date
of the delivery by such Holder to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on
the date of such delivery and payment under this clause (ii). Nothing shall limit such Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief
with respect to the Company’s failure to timely deliver certificates representing Ordinary Shares (or to electronically deliver
such Ordinary Shares) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, with respect to any given
Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Holder to the extent the Company has already
paid such amounts in full to such Holder with respect to such Notice Failure and/or Delivery Failure, as applicable, pursuant to the analogous
sections of the Note or Warrant, as applicable, held by such Holder.
(f) FAST Compliance. While any Notes
or Warrants remain outstanding, the Company shall maintain a transfer agent that participates in the DTC Fast Automated Securities Transfer
Program.
6. CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.
(a) The obligation of the Company hereunder to issue
and sell the Notes and the related Warrants to each Holder at each Closing is subject to the satisfaction, at or before such Closing Date,
of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the
Company at any time in its sole discretion by providing each Holder with prior written notice thereof:
(i) Such Holder shall have executed each
of the other Transaction Documents to which it is a party and delivered the same to the Company.
(ii) Such Holder and each other Holder
shall have delivered to the Company the Subscription Price (less, in the case of any Holder, the amounts withheld pursuant to Section
4(g)) for the Note(s) and the related Warrants being purchased by such Holder at the Closing by wire transfer of immediately available
funds in accordance with the Flow of Funds Letter.
(iii) The representations and warranties
of such Holder shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally
made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such
specific date), and such Holder shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by such Holder at or prior to the Closing Date.
7. CONDITIONS TO EACH HOLDER’S OBLIGATION TO PURCHASE.
(a) The obligation of each Holder hereunder to purchase
its Note(s) and its related Warrants at each Closing is subject to the satisfaction, at or before such Closing Date, of each of the following
conditions, provided that these conditions are for each Holder’s sole benefit and may be waived by such Holder at any time in its
sole discretion by providing the Company with prior written notice thereof:
(i) The Company shall have duly executed
and delivered to such Holder each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered
to such Holder (A) a Note or Notes in such original principal amount as agreed to by the Holder and the Company and (B) a Warrant initially
exercisable for such aggregate number of Warrant Shares as calculated pursuant to the terms herein, in each case, as being purchased by
such Holder at the Closing pursuant to this Agreement.
(ii) Such Holder shall have received
the opinion of Arthur Cox LLP, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Holder.
(iii) The Company shall have delivered
to such Holder a certificate evidencing the formation and good standing of the Company as of a date within ten days of the Closing Date.
(iv) The Company shall have delivered
to such Holder a certified copy of the Articles of Association dated within ten days of the Closing Date.
(v) The Company shall have delivered
to such Holder a certificate, in the form acceptable to such Holder, executed by the Secretary of the Company and dated as of the Closing
Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably
acceptable to such Holder and (ii) the Articles of Association of the Company, each as in effect at the Closing.
(vi) The representations and warranties
of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except
for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the
Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed,
satisfied or complied with by the Company at or prior to the Closing Date. Such Holder shall have received a certificate, duly executed
by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may
be reasonably requested by such Holder in the form acceptable to such Holder.
(vii) The Ordinary Shares (A) shall be
designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the applicable
Closing Date, by the SEC or the Principal Market from trading on the Principal Market.
(viii) The Company shall have obtained
all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without
limitation, those required by the Principal Market, if any.
(ix) No statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent
jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.
(x) Such Holder shall have received a
letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of
each Holder and the wire transfer instructions of the Company (the “Flow of Funds Letter”).
(xi) The Company shall have delivered
to such Holder such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Holder
or its counsel may reasonably request.
(xii) The Company shall have provided
evidence of the termination of its At Market Issuance Sales Agreement with H.S. Wainwright & Co., LLC and Fearnley Securities, Inc.
(xiii) A registration statement registering
the resale of the Conversion Shares and Warrant Shares issuable upon conversion of the Notes and exercise of the Warrants issued in the
Closing to the Holder shall have been declared effective by the SEC and no stop order or injunction shall have been issued by the SEC
in connection with such effective registration statement provided that no registration statement shall be filed unless and until
the Lead Investor and the Company have mutually agreed on the size of the applicable tranche.
(xiv) The Company shall have delivered
to such Holder a letter from the Company’s transfer agent certifying the number of Ordinary Shares outstanding on the Closing Date
immediately prior to the Closing.
(xv) No Holder shall be in possession
of any material non-public information regarding the Company, its Subsidiaries or its affiliates.
(xvi) The Company shall have made all
necessary filings with the Principal Market and have not received any notification from the Principal Market that it was objecting to
list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares.
(xvii) A Bankruptcy Event of Default
(as defined in the Notes) shall not have occurred or be continuing.
(xviii) The total average traded
value of the Ordinary Shares on an Eligible Market for the ten (10) consecutive Trading Days immediately preceding the applicable
Closing Date is not less than 50% of the average daily traded value of the Ordinary Shares on the Eligible Market for the 10
consecutive Trading Days immediately preceding the date on which the relevant Registration Statement was filed with the SEC and the
trading price of the Ordinary Shares on an Eligible Market at any time on any of the three (3) Trading Days immediately preceding
the applicable Closing Date is not less than 65% of the Closing Sale Price of the Ordinary Shares on the date on which the relevant
Registration Statement is filed with the SEC (or if such date is not a Trading Date, the Trading Date immediately preceding such
date).
(xix) The Company shall have not failed
to pay the Holder any amount due or owing under any outstanding Notes.
(xx) A default under, redemption of or
acceleration prior to maturity of at least an aggregate of $100,000 of Indebtedness of the Company or any of its Subsidiaries shall not
have occurred.
(xxi) The Company shall have a minimum
balance of cash (and cash equivalent assets) equal to or greater than $500,000 U.S. Dollars within five days of the Closing.
(xxii) With respect to the Initial Closing,
the Company shall have closed on an equity financing of its equity securities with a third party investor in which the Company receives
net proceeds of at least One Million Dollars ($1,000,000).
8. TERMINATION.
| (a) | In the event that the Initial Closing shall not have occurred with respect to a Holder within sixty-five
(65) days of the date hereof, which such timeframe may be extended by the mutual agreement of the Company and the Lead Holder, then such
Holder shall have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close
of business on such date without liability of such Holder to any other party; provided, however, (i) the right to terminate this Agreement
under this Section 8 shall not be available to such Holder if the failure of the transactions contemplated by this Agreement to have been
consummated by such date is the result of such Holder’s breach of this Agreement and (ii) the abandonment of the sale and purchase
of the Notes and the Warrants shall be applicable only to such Holder providing such written notice, provided further that no such termination
shall affect any obligation of the Company under this Agreement to reimburse such Holder for the expenses described in Section 4(g) above. |
| (b) | The Company may terminate this Agreement and the ability to request any further tranches hereunder at
any time prior to the Tranche Termination Date by providing Forty (40) Business Days’, or such other period as may be agreed upon
by the Company and the Holders (such period, the “Termination Notice Period”) written notice to the Holders of such
determination to terminate (the “Tranche Termination”). In connection with the Tranche Termination, within two (2)
Business Days of the expiration of the Termination Notice Period, the Company will have the obligation to purchase all outstanding Notes
from the Holders at price equal to 108% of the then issued and outstanding principal balance of such Notes and all accrued but unpaid
interest thereon by wire transfer of immediately available funds. Notwithstanding the foregoing, nothing in this Section 8(b) shall prohibit
any Holder from converting the Notes or exercising the Warrants during Termination Notice Period. Promptly upon tendering notice to the
Holders of the Tranche Termination, the Company shall issue a press release or file a Report of Foreign Private Issuer on Form 6-K providing
the material details of such Tranche Termination. |
| (c) | Nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach
by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to
compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. |
9. MISCELLANEOUS.
(a) Governing Law; Jurisdiction; Jury Trial.
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of
New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.
The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York,
Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents
or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. Nothing contained herein shall be deemed or operate to preclude any Holder from bringing suit or taking other legal action against
the Company in any other jurisdiction to collect on the Company’s obligations to such Holder or to enforce a judgment or other court
ruling in favor of such Holder. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.
(b) Counterparts. This Agreement may
be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile
transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page
shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force
and effect as if such signature page were an original thereof.
(c) Headings; Gender. The headings of
this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the
context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural
forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed
broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”
and words of like import refer to this entire Agreement instead of just the provision in which they are found.
(d) Severability; Maximum Payment Amounts.
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest
extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity
of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change,
the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the
provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical
realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to
replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible
to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the contrary contained in this Agreement
or any other Transaction Document (and without implication that the following is required or applicable), it is the intention of the parties
that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the case may be), or payable to or received
by any of the Holders, under the Transaction Documents (including without limitation, any amounts that would be characterized as “interest”
under applicable law) exceed amounts permitted under any applicable law. Accordingly, if any obligation to pay, payment made to any Holder,
or collection by any Holder pursuant the Transaction Documents is finally judicially determined to be contrary to any such applicable
law, such obligation to pay, payment or collection shall be deemed to have been made by mutual mistake of such Holder, the Company and
its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest,
as the case may be, as would not be so prohibited by the applicable law. Such adjustment shall be effected, to the extent necessary, by
reducing or refunding, at the option of such Holder, the amount of interest or any other amounts which would constitute unlawful amounts
required to be paid or actually paid to such Holder under the Transaction Documents. For greater certainty, to the extent that any interest,
charges, fees, expenses or other amounts required to be paid to or received by such Holder under any of the Transaction Documents or related
thereto are held to be within the meaning of “interest” or another applicable term to otherwise be violative of applicable
law, such amounts shall be pro-rated over the period of time to which they relate.
(e) Entire Agreement; Amendments. This
Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto and the instruments referenced herein
and therein supersede all other prior oral or written agreements between the Holders, the Company, its Subsidiaries, their affiliates
and Persons acting on their behalf, including, without limitation, any transactions by any Holder with respect to Ordinary Shares or the
Securities, and the other matters contained herein and therein, and this Agreement, the other Transaction Documents, the schedules and
exhibits attached hereto and thereto and the instruments referenced herein and therein contain the entire understanding of the parties
solely with respect to the matters covered herein and therein; provided, however, nothing contained in this Agreement or any other Transaction
Document shall (or shall be deemed to) (i) have any effect on any agreements any Holder has entered into with, or any instruments any
Holder has received from, the Company or any of its Subsidiaries prior to the date hereof with respect to any prior investment made by
such Holder in the Company or (ii) waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries,
or any rights of or benefits to any Holder or any other Person, in any agreement entered into prior to the date hereof between or among
the Company and/or any of its Subsidiaries and any Holder, or any instruments any Holder received from the Company and/or any of its Subsidiaries
prior to the date hereof, and all such agreements and instruments shall continue in full force and effect. Except as specifically set
forth herein or therein, neither the Company nor any Holder makes any representation, warranty, covenant or undertaking with respect to
such matters. For clarification purposes, the Recitals are part of this Agreement. No provision of this Agreement may be amended other
than by an instrument in writing signed by the Company and the Lead Holder, and any amendment to any provision of this Agreement made
in conformity with the provisions of this Section 9(e) shall be binding on all Holders and Holders of Securities, as applicable. No waiver
shall be effective unless it is in writing and signed by an authorized representative of the waiving party, provided that the Lead Holder
may waive any provision of this Agreement on behalf of the Holders, and any waiver of any provision of this Agreement made in conformity
with the provisions of this Section 9(e) shall be binding on all Holders and Holders of Securities, as applicable. The Company has not,
directly or indirectly, made any agreements with any Holders relating to the terms or conditions of the transactions contemplated by the
Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that, except
as set forth in this Agreement, no Holder has made any commitment or promise or has any other obligation to provide any financing to the
Company, any Subsidiary or otherwise. As a material inducement for each Holder to enter into this Agreement, the Company expressly acknowledges
and agrees that (x) no due diligence or other investigation or inquiry conducted by a Holder, any of its advisors or any of its representatives
shall affect such Holder’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s
representations and warranties contained in this Agreement or any other Transaction Document and (y) unless a provision of this Agreement
or any other Transaction Document is expressly preceded by the phrase “except as disclosed in the SEC Documents,” nothing
contained in any of the SEC Documents shall affect such Holder’s right to rely on, or shall modify or qualify in any manner or be
an exception to any of, the Company’s representations and warranties contained in this Agreement or any other Transaction Document.
(f) Notices. Any notices, consents, waivers
or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have
been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission
is mechanically or electronically generated and kept on file by the sending party) or electronic mail (provided that such sent email is
kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated
message from the recipient’s email server that such e-mail could not be delivered to such recipient); or (iii) one (1) Business
Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to
receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be:
If to the Company:
Fusion Fuel Green PLC
The Victorians
15-18 Earlsfort Terrace
Saint Kevin’s
Dublin 2, DD02 YX28 Ireland
Telephone: +353 1 920 1000
Attention: Chief Executive Officer
Email:
With a copy (for informational purposes only) to:
Graubard Miller
405 Lexington Avenue, 44th Floor
New York, New York 10174
Attn: David Alan Miller / Jeffrey M. Gallant / Eric
Schwartz
Email:dmiller@graubard.com / jgallant@graubard.com
/ eschwartz@graubard.com
If to the Transfer Agent:
Continental Stock Transfer & Trust Company
1 State Street
New York, New York 10004
If to a Holder, to its address, e-mail address and facsimile number set
forth on the signature page hereto, with copies to such Holder’s representatives as requested,
with a copy (for informational purposes only) to:
Herrick, Feinstein LLP
2 Park Avenue
New York, NY 10016
Attention: Morris F. DeFeo, Jr., Esq.
E-mail: mdefeo@herrick.com
or to such other address, e-mail address and/or facsimile number and/or
to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior
to the effectiveness of such change, provided that Herrick, Feinstein LLP shall only be provided copies of notices sent to the Lead Holder.
Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine or e-mail containing the time, date, recipient facsimile number and,
with respect to each facsimile transmission, an image of the first page of such transmission or (C) provided by an overnight courier service
shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with
clause (i), (ii) or (iii) above, respectively.
(g) Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of
any of the Notes and Warrants. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written
consent of the Lead Holder, including, without limitation, by way of a Fundamental Transaction (as defined in the Warrants) (unless the
Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Warrants) or a Fundamental
Transaction (as defined in the Notes) (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions
set forth in the Notes). A Holder may assign some or all of its rights hereunder in connection with any transfer of any of its Securities
without the consent of the Company, in which event such assignee shall be deemed to be a Holder hereunder with respect to such assigned
rights. The Company acknowledges that a Holder may use the assignment agreement, substantially in the form attached hereto as Exhibit
D in order to effectuate the assignment of the Notes, the Warrants and its rights under this Agreement and the Registration Rights
Agreement.
(h) No Third Party Beneficiaries. This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person, other than the Indemnitees referred to in Section 9(k).
(i) Survival. The representations, warranties,
agreements and covenants shall survive the Closing. Each Holder shall be responsible only for its own representations, warranties, agreements
and covenants hereunder.
(j) Further Assurances. Each party shall
do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated hereby.
(k) Indemnification. In consideration
of each Holder’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to
all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless
each Holder, each Holder of any Securities, each of their respective affiliates, and each of their respective stockholders, partners,
members, officers, directors, managers, employees, direct or indirect investors agents and other representatives (including, without limitation,
those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses
in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought),
and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee
as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company
in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of the Company contained in any of the Transaction
Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including
for these purposes a derivative action brought on behalf of the Company) or which otherwise involves such Indemnitee that arises out of
or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents, (B) any transaction financed
or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (C) any disclosure
properly made by such Holder pursuant to Section 4(i), or (D) the status of such Holder or Holder of the Securities either as an investor
in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without
limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief); provided that no
indemnification shall be required if any claim is the result of Holder’s fraud or willful misconduct. To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable law. Except as otherwise set forth herein, the mechanics
and procedures with respect to the rights and obligations under this Section 9(k) shall be the same as those set forth in Section 6 of
the Registration Rights Agreement.
(l) Construction. The language used in
this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction
will be applied against any party. No specific representation or warranty shall limit the generality or applicability of a more general
representation or warranty. Each and every reference to share prices, Ordinary Shares and any other numbers in this Agreement that relate
to the Ordinary Shares shall be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or
other similar transactions that occur with respect to the Ordinary Shares after the date of this Agreement. Notwithstanding anything in
this Agreement to the contrary, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty against,
or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or
securing of, securities of the Company in order for such Holder (or its broker or other financial representative) to effect short sales
or similar transactions in the future.
(m) Remedies. Each Holder and in the
event of assignment by Holder of its rights and obligations hereunder, each Holder of Securities, shall have all rights and remedies set
forth in the Transaction Documents and all rights and remedies which such Holders have been granted at any time under any other agreement
or contract and all of the rights which such Holders have under any law. Any Person having any rights under any provision of this Agreement
shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any
breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in
the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such Subsidiary’s (as the case
may be) obligations under the Transaction Documents, any remedy at law would inadequate relief to the Holders. The Company therefore agrees
that the Holders shall be entitled to specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief
from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or
other security. The remedies provided in this Agreement and the other Transaction Documents shall be cumulative and in addition to all
other remedies available under this Agreement and the other Transaction Documents, at law or in equity (including a decree of specific
performance and/or other injunctive relief).
(n) Withdrawal Right. Notwithstanding
anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Holder
exercises a right, election, demand or option under a Transaction Document and the Company or any Subsidiary does not timely perform its
related obligations within the periods therein provided, then such Holder may rescind or withdraw, in its sole discretion from time to
time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice, demand or election in whole or in
part without prejudice to its future actions and rights.
(o) Payment Set Aside; Currency. To the
extent that the Company makes a payment or payments to any Holder hereunder or pursuant to any of the other Transaction Documents or any
of the Holders enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement
or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged
by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law
(including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the
extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full
force and effect as if such payment had not been made or such enforcement or setoff had not occurred. Unless otherwise expressly indicated,
all dollar amounts referred to in this Agreement and the other Transaction Documents are in United States Dollars (“U.S. Dollars”),
and all amounts owing under this Agreement and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated
in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date
of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant
to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation.
(p) Judgment Currency.
(i) If for the purpose of obtaining or
enforcing judgment against the Company in connection with this Agreement or any other Transaction Document in any court in any jurisdiction
it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 9(p) referred to as the
“Judgment Currency”) an amount due in US Dollars under this Agreement, the conversion shall be made at the Exchange
Rate prevailing on the Trading Day immediately preceding:
(1) the date actual payment of the amount
due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction that will give effect to such
conversion being made on such date: or
(2) the date on which the foreign court
determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant
to this Section 9(p)(i)(2) being hereinafter referred to as the “Judgment Conversion Date”).
(ii) If in the case of any proceeding
in the court of any jurisdiction referred to in Section 9(p)(i)(2) above, there is a change in the Exchange Rate prevailing between the
Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay such adjusted amount as may
be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate prevailing on the date of payment,
will produce the amount of US Dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment
or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.
(iii) Any amount due from the Company
under this provision shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under
or in respect of this Agreement or any other Transaction Document.
(q) Independent Nature of Holders’
Obligations and Rights. The obligations of each Holder under the Transaction Documents are several and not joint with the obligations
of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any
Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Holder pursuant hereto
or thereto, shall be deemed to constitute the Holders as, and the Company acknowledges that the Holders do not so constitute, a partnership,
an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in
concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions
contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Holders are not acting in concert or as
a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction
Documents. The decision of each Holder to purchase Securities pursuant to the Transaction Documents has been made by such Holder independently
of any other Holder. Each Holder acknowledges that no other Holder has acted as agent for such Holder in connection with such Holder making
its investment hereunder and that no other Holder will be acting as agent of such Holder in connection with monitoring such Holder’s
investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Holder confirms that each Holder
has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the
advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without
limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any
other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase
and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Holder, and
was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Holder.
It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between
the Company, each Subsidiary and a Holder, solely, and not between the Company, its Subsidiaries and the Holders collectively and not
between and among the Holders.
(r) Withholding. The Company shall be entitled
to make a deduction or withholding from any payment which it makes in respect of the Securities for or on account of any taxes, duties
or charges if and to the extent so required by any applicable law, in which event the Company shall make such payment after such withholding
or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have no obligation
to gross up any payment or pay any additional amount to the relevant Holder as a result of such withholding or deduction.
10. CERTAIN
DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings:
| (a) | “Eligible Market” means The New York Stock Exchange, the NYSE American or the
Principal Market. |
| (b) | “Equity Conditions” means with respect to an given date of determination: (i) on each
day during the period beginning thirty calendar days prior to such applicable date of determination and ending on and including such applicable
date of determination either (x) one or more Registration Statements filed pursuant to the Registration Rights Agreement shall be effective
and the prospectus contained therein shall be available on such applicable date of determination (with, for the avoidance of doubt, any
Ordinary Shares previously sold pursuant to such prospectus deemed unavailable) for the resale of all Ordinary Shares to be issued pursuant
to all Notes and Warrants already outstanding and issued to the Holders at the Conversion Price then in effect (without regard to any
limitations on conversion set forth herein)) (each, a “Required Minimum Securities Amount”), in each case, in accordance
with the terms of the Registration Rights Agreement or (y) all Registrable Securities shall be eligible for sale pursuant to Rule 144
without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on
conversion of the Notes and exercise of the Warrants, other issuance of securities with respect to the Notes and exercise of the Warrants)
and no Current Public Information Failure (as defined in the Registration Rights Agreement) exists or is continuing; (ii) on each day
during the period beginning thirty calendar days prior to the applicable date of determination and ending on and including the applicable
date of determination (the “Equity Conditions Measuring Period”), the Ordinary Shares (including all Registrable Securities)
is listed or designated for quotation (as applicable) on an Eligible Market and shall not have been suspended from trading on an Eligible
Market (other than suspensions of not more than two (2) days and occurring prior to the applicable date of determination due to business
announcements by the Company) nor shall delisting or suspension by an Eligible Market have been threatened (with a reasonable prospect
of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods) or reasonably likely to occur
or pending as evidenced by (A) a writing by such Eligible Market or (B) the Company falling below the minimum listing maintenance requirements
of the Eligible Market on which the Ordinary Shares are then listed or designated for quotation (as applicable); (iii) prior to the delivery
of a New Tranche Notice, the Company shall have delivered all Ordinary Shares issuable upon conversion of the Notes and upon exercise
of the Warrants previously issued and sold to the Holders on a timely basis as set forth in the Notes and Warrants and all other shares
of capital stock required to be delivered by the Company on a timely basis as set forth in the other Transaction Documents; (iv) any Ordinary
Shares to be issued in connection with the event requiring determination may be issued in full without violating the rules or regulations
of the Eligible Market on which the Ordinary Shares are then listed or designated for quotation (as applicable); (v) on each date of delivery
of a New Tranche Notice (the “Notice Delivery Date”) and on each date of any Subsequent Closing, no public announcement
of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated;
(vi) the Company shall have no knowledge of any fact that would reasonably be expected to cause (1) any Registration Statement required
to be filed pursuant to the Registration Rights Agreement to not be effective or the prospectus contained therein to not be available
for the resale of the applicable Required Minimum Securities Amount of Registrable Securities in accordance with the terms of the Registration
Rights Agreement or (2) any Registrable Securities to not be eligible for sale pursuant to Rule 144 without the need for registration
under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of the Notes, other issuance
of securities with respect to the Notes and exercise of the Warrants) and no Current Public Information Failure exists or is continuing;
(vii) the Holders shall not be in (and no other Holder of Notes shall be in) possession of any material, non-public information provided
to any of them by the Company, any of its Subsidiaries or any of their respective affiliates, employees, officers, representatives, agents
or the like; (viii) on Notice Delivery Date, the Company otherwise shall have been in compliance with each, and shall not have breached
any representation or warranty in any material respect (other than representations or warranties subject to material adverse effect or
materiality, which may not be breached in any respect) or any covenant or other term or condition of any Transaction Document, including,
without limitation, the Company shall not have failed to timely make any payment pursuant to any Transaction Document; (ix) on each Notice
Delivery Date, the principal amount (including any accrued but unpaid interest thereon) of the Notes outstanding shall not be greater
than the lower of (x) Seven Million U.S. Dollars ($7,000,000), (y) 9.9% of the Company’s then Market Capitalization on the date
immediately preceding the applicable Subsequent Closing and (z) the Liquidity Threshold; (xi) on the applicable date of determination
(A) no Authorized Share Failure shall exist or be continuing and the applicable Required Minimum Securities Amount of Ordinary Shares
are available under the Articles of Association of the Company and reserved by the Company to be issued pursuant to the Notes and the
Warrants and (B) all Ordinary Shares to be issued in connection with the event requiring this determination (without regard to any limitations
on conversion or exercise set forth herein)) may be issued in full without resulting in an Authorized Share Failure; (xii) on the New
Tranche Delivery Date, there shall not have occurred and there shall not exist an Event of Default or an event that with the passage of
time or giving of notice would constitute an Event of Default under any of the Transaction Documents or any other Indebtedness of the
Company nor shall any fact or circumstance exist (in the sole discretion of the Lead Holder) that would result in an Event of Default
under any Transaction Document or other Indebtedness of the Company; (xiii) there has been no material adverse change in the Company’s
business, financial condition, assets, prospects, results of operations or management including, without limitation, pending legal proceedings
or Insolvency; (xiv) the Company’s Market Capitalization as of the Notice Delivery Date shall not be less than 70% of the Market
Capitalization as of the date of the prior Closing of Notes and Warrants; (xv) the Company’s outstanding Indebtedness shall not
have materially increased from the date of the prior Closing; (xvi) the Company shall not be in violation of Section 4(i)(1), (2) or (3);
and (xvii) the Ordinary Shares issuable pursuant the event requiring the satisfaction of the Equity Conditions (without regard to any
limitations on conversion set forth herein)) are duly authorized and listed and eligible for trading without restriction on an Eligible
Market. |
| (c) | “Liquidity Threshold” means Five Times (5x) the lower of (y) the VWAP of the Company’s
Ordinary Shares for the prior sixty (60) Trading Days and (z) the VWAP of the Company’s Ordinary Shares for the prior five (5) Trading
Days, each calculated from the Notice Delivery Date. |
| (d) | “Market Capitalization” means the value of multiplying the total number of Ordinary
Shares outstanding held by all non-affiliates of the Company by the VWAP of the Company’s Ordinary Shares for the prior sixty (60)
Trading Days. |
| (e) | “Permitted Liens” means, with respect to a Person or to a Real Property (as the case
may be), (a) statutory or constitutional liens for Taxes, special assessments or other governmental or quasi-governmental levies, fees
or charges that are, as of the Closing Date, either not yet due and payable or which may be due and payable but the amount or validity
of which is being contested in good faith in appropriate proceedings for which adequate reserves have been established, in accordance
with IFRS, on the financial statements, (b) mechanics’, materialmen’s, carriers’, workers’, warehousemens’,
repairers’ and similar statutory or constitutional liens arising or incurred in the ordinary course of business for amounts that,
as of the Closing Date, are not delinquent, (c) all applicable law including, without limitation, zoning, entitlement, building and other
land use regulations imposed by Governmental Entities, none of which, individually or in the aggregate, interfere in any material respect
with the present use of or occupancy of the affected land or building by such Person, (d) liens to secure landlords, lessors or renters
under leases or rental agreements, (e) liens incurred or deposits or pledges made in connection with, or to secure payment of, workers’
compensation, unemployment insurance, old age pension programs mandated under applicable law or other social security regulations, (f)
purchase money security interests and other vendor security for the unpaid purchase price of goods and Liens securing rental payments
under capital lease arrangements, (g) non-exclusive licenses in Intellectual Property Rights granted in the ordinary course of business,
(h) leases, subleases, licenses, and other agreements entered into in the ordinary course of business, (i) all validly existing easements,
restrictions, reservations, covenants, conditions, and other matters of record (including, without limitation, any oil and gas leases,
mineral interests, water interests outstanding in any Person other than the Company or its Subsidiaries), (j) all matters that would be
disclosed by a survey or inspection of the Real Property and (k) de minimis Liens that arise by operation of law in the ordinary course
of business. |
| (f) | “Trading Day” means, as applicable, (x) with respect to all price or trading volume
determinations relating to the Ordinary Shares, any day on which the Ordinary Shares are traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Ordinary Shares, then on the principal securities exchange or securities market on
which the Ordinary Shares are then traded, provided that “Trading Day” shall not include any day on which the Ordinary Shares
are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Ordinary Shares are suspended from trading
during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated
as a Trading Day in writing by the Holder or (y) with respect to all determinations other than price determinations relating to the Ordinary
Shares, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities. |
| (g) | “VWAP” means, for any security as of any date, the dollar volume-weighted average price
for such security on the Principal Market with reference only to trading within the regular trading session of an Eligible Market (including
the closing auction session, if any), as published by Bloomberg at 4:00:00 p.m. New York time, on Bloomberg page “VWAP” (or
any successor thereto) by selecting from the respective dropdown menu only (i) the regular time for the opening of trading on such Trading
Day and the closing time of the Eligible Market (including the closing auction session, if any) on such Trading Day as the start date/time
and the end date/time, respectively, and (ii) the “Continuous: Normal Trade” and “Auction: Auction Trade” Custom
Condition Codes and de-selecting all other Custom Conditions. If the VWAP cannot be calculated for such security on such date on any of
the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and the
Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be
resolved in accordance with the procedures in Section 23. All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination, recapitalization or other similar transaction during such period. |
[signature pages follow]
IN WITNESS WHEREOF, each Holder and the
Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.
| |
COMPANY: |
|
| |
|
|
| |
FUSION FUEL GREEN PLC |
|
| |
|
|
|
| |
By: |
|
|
| |
|
Name: |
|
| |
|
Title: |
|
IN WITNESS WHEREOF, each Holder and the
Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.
| |
LEAD HOLDER:
Belike Nominees Pty Ltd.
By:_____________________
Name:
Title:
By:_____________________
Name:
Title:
|
|
| |
| |
| |
| |
| |
| |
Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this
“Agreement”), dated as of November 21, 2023, is by and among Fusion Fuel Green PLC, a public limited company formed
under the laws of Ireland with offices located at The Victorians, 15-18 Earlsfort Terrace, Saint Kevin’s, Dublin 2, D02 YX28, Ireland
(the “Company”), and the undersigned subscribers (each, a “Buyer,” and collectively, the “Buyers”).
RECITALS
A. In connection with the Securities Subscription
Agreement by and among the parties hereto, dated as of the date hereof (the “Securities Subscription Agreement”),
the Company has agreed, upon the terms and subject to the conditions of the Securities Subscription Agreement, to issue and sell to each
Buyer (i) the Notes (as defined in the Securities Subscription Agreement) which will be convertible into Conversion Shares (as defined
in the Securities Subscription Agreement) in accordance with the terms of the Notes and (ii) the Warrants (as defined in the Securities
Subscription Agreement) which will be exercisable to acquire Warrant Shares (as defined in the Securities Subscription Agreement) in accordance
with the terms of the Warrants.
B. The Notes and the related Warrants will be issued
to the Buyers in tranches pursuant to the terms of the Securities Subscription Agreement at the Initial Closing and thereafter at Subsequent
Closings.
C. To induce the Buyers to consummate the transactions
contemplated by the Securities Subscription Agreement, and as a condition to the purchase of the Notes and Warrants at the Initial Closing
and each Subsequent Closing, the Company has agreed to register the Conversion Shares and Warrant Shares under the Securities Act of 1933,
as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933 Act”),
and applicable state securities laws.
AGREEMENT
NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and each of the Buyers hereby agree as follows:
1. Definitions.
Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings set forth in the Securities Subscription Agreement. As used in this Agreement, the following
terms shall have the following meanings:
(a) “Business Day” means any day
other than Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law to remain
closed.
(b) “Closing Date” shall have
the meaning set forth in the Securities Subscription Agreement.
(c) “Effective Date” means the
date that the applicable Registration Statement has been declared effective by the SEC.
(d) “Effectiveness Deadline” means
(i) only if the Lead Buyer has waived the Registration Condition Precedent, with respect to Subsequent Registration Statements (as defined
below), the earlier of the (A) 60th calendar day after the date of the applicable Subsequent Closing and (B) 2nd
Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement
will not be reviewed or will not be subject to further review; and (ii) with respect to any additional Registration Statements that may
be required to be filed by the Company pursuant to this Agreement, the earlier of the (A) 60th calendar day following
the date on which the Company was required to file such additional Registration Statement and (B) 2nd Business Day after the
date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed
or will not be subject to further review.
(e) “Filing Deadline” means (i)
with respect to any Subsequent Registration Statements for which the Registration Condition Precedent has been waived by the Lead Buyer,
the 10th calendar day after the appliable date of the Subsequent Closing; and (ii) with respect to any additional Registration
Statements that may be required to be filed by the Company pursuant to this Agreement, the date on which the Company was required to file
such additional Registration Statement pursuant to the terms of this Agreement.
(d) “Investor” means a Buyer or
any transferee or assignee of any Registrable Securities, Notes or Warrants, as applicable, to whom a Buyer assigns its rights under this
Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee
thereof to whom a transferee or assignee of any Registrable Securities, Notes or Warrants, as applicable, assigns its rights under this
Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9.
(e) “Person” means an individual,
a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or
any department or agency thereof.
(f) “register,” “registered,”
and “registration” refer to a registration effected by preparing and filing one or more Registration Statements in
compliance with the 1933 Act and pursuant to Rule 415 and the declaration of effectiveness of such Registration Statement(s) by the SEC.
(g) “Registrable Securities” means
(i) the Conversion Shares, (ii) the Warrant Shares and (iii) any capital stock of the Company issued or issuable with respect to the Conversion
Shares, the Warrant Shares, the Notes or the Warrants, including, without limitation, (1) as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the Ordinary Shares
(as defined in the Notes) are converted or exchanged and shares of capital stock of a Successor Entity (as defined in the Warrants) into
which the Ordinary Shares are converted or exchanged, in each case, without regard to any limitations on conversion of the Notes or exercise
of the Warrants.
(j) “Registration Statement” means
a registration statement or registration statements of the Company filed under the 1933 Act covering Registrable Securities, including,
the registration statement filed with respect to the Conversion Shares and Warrant Shares issuable upon conversion and exercise of the
Notes and Warrants, respectively, issued in the Initial Closing and any Subsequent Closing, including, without limitation, the Initial
Registration Statement and the Subsequent Registration Statement (for the avoidance of doubt, the Initial Registration Statement and all
Subsequent Registration Statements filed, regardless of the occurrence of the waiver of a Registration Condition Precedent shall be deemed
a “Registration Statement” for purposes of this Agreement).
(k) “Required Buyers” means, as
of any given time, the Buyers of a majority of the Registrable Securities as of such time (excluding any Registrable Securities held by
the Company or any of its Subsidiaries as of such time).
(l) “Required Registration Amount”
means 200% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof
that (x) the Notes are convertible at the Adjusted Minimum Conversion Price (as defined in the Notes), and (y) any such conversion shall
not take into account any limitations on the conversion of the Notes set forth in the Notes) and (ii) the maximum number of Warrant Shares
issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein),
all subject to adjustment as provided in Section 2(d) and/or Section 2(f).
(m) “Rule 144” means Rule 144
promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any other similar or successor rule or regulation
of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration.
(n) “Rule 415” means Rule 415
promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any other similar or successor rule or regulation
of the SEC providing for offering securities on a continuous or delayed basis.
(o) “SEC” means the United States
Securities and Exchange Commission or any successor thereto.
2. Registration.
(a) Mandatory Registration. The Company
shall prepare and file with the SEC an initial Registration Statement on Form F-3 (the “Initial Registration Statement”)
covering the resale of all of the Registrable Securities constituting the Required Registration Amount issuable in connection with the
Initial Closing as a condition precedent to the Initial Closing and the Initial Registration Statement shall have been declared effective
by the SEC. Thereafter, pursuant to the terms of the Securities Subscription Agreement, the Company shall, as a condition precedent to
any Subsequent Closing (the “Registration Condition Precedent”), file a Registration Statement on Form F-3 (each, a
“Subsequent Registration Statement”) covering the resale of all of the Registrable Securities constituting the Required
Registration Amount issuable in connection with such Subsequent Closing and such Subsequent Registration Statement shall have been declared
effective by the SEC, provided that each Registration Statement shall register for resale at least the number of Ordinary Shares equal
to the Required Registration Amount as of the date such Registration Statement is initially filed with the SEC; provided further that
if Form F-3 is unavailable for such a registration, the Company shall use such other form as is required by Section 2(c). Each Registration
Statement required to be filed pursuant to the terms of this Agreement, shall contain (except if otherwise directed by the Required Buyers)
the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached
hereto as Exhibit B. If the Company waives the Registration Condition Precedent, then the Company shall prepare and as soon
as practical, but in no event later than the applicable Filing Deadline, file with the SEC such Subsequent Registration Statement. In
connection with the Initial Registration Statement and any Subsequent Registration Statement or which the Lead Buyer has waived the Registration
Condition Precedent, the Company shall use its reasonable best efforts to have each Registration Statement required to be filed pursuant
to the terms of this Agreement, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness
Deadline for such Registration Statement
(b) Legal Counsel. Subject to Section
5 hereof, Herrick, Feinstein LLP, counsel solely to the Lead Buyer (as defined in the Securities Subscription Agreement) (“Legal
Counsel”) shall review any registration, solely on behalf of the Lead Buyer, pursuant to this Section 2.
(c) Ineligibility to Use Form F-3. In
the event that Form F-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i)
register the resale of the Registrable Securities on Form F-1 or another appropriate form reasonably acceptable to the Required Buyers
and (ii) undertake to register the resale of the Registrable Securities on Form F-3 as soon as such form is available, provided that the
Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on
Form F-3 covering the resale of all the Registrable Securities has been declared effective by the SEC and the prospectus contained therein
is available for use.
(d) Sufficient Number of Shares Registered.
In the event the number of shares available under any Registration Statement is insufficient to cover all of the Registrable Securities
required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant
to Section 2(h), the Company shall amend such Registration Statement (if permissible), or file with the SEC a new Registration Statement
(on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading
Day immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable,
but in any event not later than ten (10) days after the necessity therefor arises (but taking account of any Staff position with respect
to the date on which the Staff will permit such amendment to the Registration Statement and/or such new Registration Statement (as the
case may be) to be filed with the SEC). The Company shall use its reasonable best efforts to cause such amendment to such Registration
Statement and/or such new Registration Statement (as the case may be) to become effective as soon as practicable following the filing
thereof with the SEC, but in no event later than the appliable Effectiveness Deadline with respect to any Subsequent Registration Statement
filed for which the Registration Condition Precedent has been waived (such Registration Statement, a “CP Waived Registration
Statement”). For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be
deemed “insufficient to cover all of the Registrable Securities” if at any time the number of Ordinary Shares available for
resale under the applicable Registration Statement is less than the product determined by multiplying (i) the Required Registration Amount
as of such time by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on conversion,
amortization and/or redemption of the Notes or exercise of the Warrants (and such calculation shall assume (A) that the Notes are then
convertible in full into Ordinary Shares at the then Minimum Conversion Price, (B) the initial outstanding principal amount of the Notes
remains outstanding through the scheduled Maturity Date (as defined in the Notes) and no redemptions of the Notes occur prior to the scheduled
Maturity Date and (C) the Warrants are then exercisable in full into Ordinary Shares at the then prevailing Exercise Price (as defined
in the Warrants)).
(e) Effect of Failure to File and Obtain
and Maintain Effectiveness of any Registration Statement. Subject to Section 2(f), if (i) a Registration Statement covering the resale
of all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement
(A) is a CP Waived Registration Statement and is not filed with the SEC on or before the applicable Filing Deadline for such Registration
Statement (a “Filing Failure”) (it being understood that if the Company files a Registration Statement without affording
each Investor and Legal Counsel the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall
be deemed to not have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure) or (B) is a CP Waived Registration
Statement and is not declared effective by the SEC on or before the Effectiveness Deadline for such Registration Statement (an “Effectiveness
Failure”) (it being understood that if on the second Business Day immediately following the Effective Date for such Registration
Statement the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b)
in accordance with Section 3(b) (whether or not such a prospectus is technically required by such rule), the Company shall be deemed to
not have satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure), or (ii)(i)other than during any
Grace Period (as defined below), if on any day after the Effective Date of a Registration Statement sales of all of the Registrable Securities
required to be included on such Registration Statement cannot be made pursuant to such Registration Statement (including, without limitation,
because of a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to
be made pursuant to such Registration Statement, a suspension or delisting of (or a failure to timely list) the Ordinary Shares on the
Principal Market (as defined in the Securities Subscription Agreement) or any other limitations imposed by the Principal Market, or a
failure to register a sufficient number of Ordinary Shares or by reason of a stop order) or the prospectus contained therein is not available
for use for any reason (a “Maintenance Failure”), or (ii) if a Registration Statement is not effective for any reason
or the prospectus contained therein is not available for use for any reason, and either (x) the Company fails for any reason to satisfy
the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under
Rule 144(c) or (y) the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Current Public Information
Failure”) as a result of which any of the Investors are unable to sell Registrable Securities without restriction under Rule
144 (including, without limitation, volume restrictions), then, as partial relief for the damages to any holder by reason of any such
delay in, or reduction of, its ability to sell its Registrable Securities (which remedy shall not be exclusive of any other remedies available
at law or in equity, including, without limitation, specific performance), the Company shall pay to each holder of Registrable Securities
relating to such Registration Statement an amount in cash equal to one percent (1%) of the aggregate Purchase Price with respect to the
Registrable Securities still held by the Investor at such time (1) on the date of such Filing Failure, Effectiveness Failure, Maintenance
Failure or Current Public Information Failure, as applicable; (2) on every thirty (30) day anniversary of (I) a Filing Failure until such
Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; or (III) a Maintenance Failure until
such Maintenance Failure is cured; and (3)with respect to a Current Public Information Failure until the earlier of (i) the date such
Current Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144
(in each case, pro rated for periods totaling less than thirty (30) days). The payments to which a holder of Registrable Securities shall
be entitled pursuant to this Section 2(e) are referred to herein as “Registration Delay Payments.” Following the initial
Registration Delay Payment for any particular event or failure (which shall be paid on the date of such event or failure, as set forth
above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments is cured prior to any thirty
(30) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business
Day after such cure. In the event the Company fails to make Registration Delay Payments in a timely manner in accordance with the foregoing,
such Registration Delay Payments shall bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid
in full. Notwithstanding the foregoing, no Registration Delay Payments shall be owed to an Investor (other than with respect to a Maintenance
Failure resulting from a suspension or delisting of (or a failure to timely list) the Ordinary Shares on the Principal Market) with respect
to any period during which all of such Investor’s Registrable Securities may be sold by such Investor without restriction under
Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1)
(or Rule 144(i)(2), if applicable) (assuming a cashless exercise of any Warrants).
(f) Offering. Notwithstanding anything
to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize
any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on
behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective
and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the
Investors participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,”
then the Company shall reduce the number of shares to be included in such Registration Statement by all Investors until such time as the
Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Company
shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities
otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors
are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares
held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis
by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided,
that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion
among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to
sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter”
in order to permit such Registration Statement to become effective, and such Investor does not consent to being so named as an underwriter
in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered
on behalf of such Investor, until such time as the Staff or the SEC does not require such identification or until such Investor accepts
such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other
than those issued pursuant to the Securities Subscription Agreement. In the event of any reduction in Registrable Securities pursuant
to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such
Investor, the Company to file a Registration Statement within twenty (20) days of such request (subject to any restrictions imposed by
Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall
following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this
Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such Investor
have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable
Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144
(taking account of any Staff position with respect to “affiliate” status) and without the need for current public information
required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).
(g) Piggyback Registrations. Without
limiting any obligation of the Company hereunder or under the Securities Subscription Agreement, if there is not an effective Registration
Statement covering all of the Registrable Securities or the prospectus contained therein is not available for use and the Company shall
determine to prepare and file with the SEC a registration statement or offering statement relating to an offering for its own account
or the account of others under the 1933 Act of any of its equity securities (other than (i) on Form F-4 (as promulgated under the 1933
Act) or its then equivalent relating to equity securities to be issued solely in connection with any acquisition of any entity or business,
(ii) in connection with any employee stock option or other benefit plan or (iii) for a dividend reinvestment plan or a rights offering),
then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen (15) days after the date
of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement
or offering statement all or any part of such Registrable Securities such Investor requests to be registered; provided, however, the Company
shall not be required to register any Registrable Securities pursuant to this Section 2(g) that are eligible for resale pursuant to Rule
144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required
by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement.
(h) Allocation of Registrable Securities.
The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities
included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at
the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective
by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee
or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remaining number of Registrable
Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any Ordinary Shares included
in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration
Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors
which are covered by such Registration Statement.
(i) No Inclusion of Other Securities.
The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance
herewith without the prior written consent of the Required Buyers. Until the Applicable Date (as defined in the Securities Purchase Agreement),
the Company shall not enter into any agreement providing any registration rights to any of its security Buyers, except as otherwise permitted
under the Securities Purchase Agreement
3. Related Obligations.
The Company shall use its reasonable best efforts
to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof, and, pursuant
thereto, the Company shall have the following obligations:
(a) Subject to any Grace Periods, the Company shall
use its best efforts to keep each Registration Statement effective (and the prospectus contained therein available for use) pursuant to
Rule 415 for resales by the Investors on a delayed or continuous basis at then-prevailing market prices (and not fixed prices) at all
times until the earlier of (i) the date as of which all of the Investors may sell all of the Registrable Securities required to be covered
by such Registration Statement without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without
the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Investors
shall have sold all of the Registrable Securities covered by such Registration Statement (the “Registration Period”).
Notwithstanding anything to the contrary contained in this Agreement, the Company shall ensure that, when filed and at all times while
effective, each Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including,
without limitation, all amendments and supplements thereto) used in connection with such Registration Statement (1) shall not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements
therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading and (2) will disclose
(whether directly or through incorporation by reference to other SEC filings to the extent permitted) all material information regarding
the Company and its securities. The Company shall submit to the SEC, within one (1) Business Day after the later of the date that (i)
the Company learns that no review of a particular Registration Statement will be made by the Staff or that the Staff has no further comments
on a particular Registration Statement (as the case may be) and (ii) the consent of Legal Counsel is obtained pursuant to Section 3(c)
(which consent shall be promptly sought), a request for acceleration of effectiveness of such Registration Statement to a time and date
not later than forty-eight (48) hours after the submission of such request. The Company shall respond in writing to comments made by the
SEC in respect of a Registration Statement as soon as practicable, but in no event later than ten (10) Business Days after the receipt
of comments by or notice from the SEC that an amendment is required in order for a Registration Statement to be declared effective.
(b) Subject to Section 3(r) of this Agreement, the
Company shall prepare and file with the SEC such amendments (including, without limitation, post-effective amendments) and supplements
to each Registration Statement and the prospectus used in connection with each such Registration Statement, which prospectus is to be
filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep each such Registration Statement effective at all
times during the Registration Period for such Registration Statement, and, during such period, comply with the provisions of the 1933
Act with respect to the disposition of all Registrable Securities of the Company required to be covered by such Registration Statement
until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition
by the seller or sellers thereof as set forth in such Registration Statement; provided, however, by 8:30 a.m. (New York time) on the second
Business Day immediately following each Effective Date, the Company shall file with the SEC in accordance with Rule 424(b) under the 1933
Act the final prospectus to be used in connection with sales pursuant to the applicable Registration Statement (whether or not such a
prospectus is technically required by such rule). In the case of amendments and supplements to any Registration Statement which are required
to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b)) by reason of the Company filing
a Report of Foreign Private Issuer on Form 6-K or Annual Report on Form 20-F or any analogous report under the Securities Exchange Act
of 1934, as amended (the “1934 Act”), the Company shall, if permitted under the applicable rules and regulations of
the SEC, have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or
supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend
or supplement such Registration Statement.
(c) The Company shall (A) permit Legal Counsel and
legal counsel for each other Investor to review and comment upon (i) each Registration Statement at least five (5) Business Days prior
to its filing with the SEC and (ii) all amendments and supplements to each Registration Statement (including, without limitation, the
prospectus contained therein) (except for Annual Reports on Form 20-F, Reports on Form 6-K, and any similar or successor reports) within
a reasonable number of days prior to their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement
thereto in a form to which Legal Counsel or any legal counsel for any other Investor reasonably objects. The Company shall not submit
a request for acceleration of the effectiveness of a Registration Statement or any amendment or supplement thereto or to any prospectus
contained therein without the prior consent of Legal Counsel, which consent shall not be unreasonably withheld, conditioned or delayed.
The Company shall promptly furnish to Legal Counsel and legal counsel for each other Investor, without charge, (i) copies of any correspondence
from the SEC or the Staff to the Company or its representatives relating to each Registration Statement, provided that such correspondence
shall not contain any material, non-public information regarding the Company or any of its Subsidiaries (as defined in the Securities
Subscription Agreement), (ii) after the same is prepared and filed with the SEC, one (1) copy of each Registration Statement and any amendment(s)
and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference,
if requested by an Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) copy of the prospectus
included in such Registration Statement and all amendments and supplements thereto. The Company shall reasonably cooperate with Legal
Counsel and legal counsel for each other Investor in performing the Company’s obligations pursuant to this Section 3.
(d) The Company shall promptly furnish to each Investor
whose Registrable Securities are included in any Registration Statement, without charge, (i) after the same is prepared and filed with
the SEC, at least one (1) copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation,
financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, all exhibits and each
preliminary prospectus, (ii) upon the effectiveness of each Registration Statement, ten (10) copies of the prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably request
from time to time) and (iii) such other documents, including, without limitation, copies of any preliminary or final prospectus, as such
Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.
(e) The Company shall use its reasonable best efforts
to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by Investors of the Registrable
Securities covered by a Registration Statement under such other securities or “blue sky” laws of all applicable jurisdictions
in the United States, (ii) prepare and file in those jurisdictions, such amendments (including, without limitation, post-effective amendments)
and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration
Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during
the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale
in such jurisdictions; provided, however, the Company shall not be required in connection therewith or as a condition thereto to (x) qualify
to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to
general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall
promptly notify Legal Counsel, legal counsel for each other Investor and each Investor who holds Registrable Securities of the receipt
by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities
for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice
of the initiation or threatening of any proceeding for such purpose.
(f) The Company shall notify Legal Counsel, legal
counsel for each other Investor and each Investor in writing of the happening of any event, as promptly as practicable after becoming
aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, may include an untrue
statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any
material, non-public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(r), promptly prepare a supplement
or amendment to such Registration Statement and such prospectus contained therein to correct such untrue statement or omission and deliver
ten (10) copies of such supplement or amendment to Legal Counsel, legal counsel for each other Investor and each Investor (or such other
number of copies as Legal Counsel, legal counsel for each other Investor or such Investor may reasonably request). The Company shall also
promptly notify Legal Counsel, legal counsel for each other Investor and each Investor in writing (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed, when a Registration Statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to Legal Counsel, legal counsel for each other Investor and each Investor by facsimile
or e-mail on the same day of such effectiveness and by overnight mail), and when the Company receives written notice from the SEC that
a Registration Statement or any post-effective amendment will be reviewed by the SEC, (ii) of any request by the SEC for amendments or
supplements to a Registration Statement or related prospectus or related information, (iii) of the Company’s reasonable determination
that a post-effective amendment to a Registration Statement would be appropriate; and (iv) of the receipt of any request by the SEC or
any other federal or state governmental authority for any additional information relating to the Registration Statement or any amendment
or supplement thereto or any related prospectus. The Company shall use its best efforts to respond as promptly as practicable to any comments
received from the SEC with respect to each Registration Statement or any amendment thereto.
(g) The Company shall (i) use its reasonable best
efforts to prevent the issuance of any stop order or other suspension of effectiveness of each Registration Statement or the use of any
prospectus contained therein, or the suspension of the qualification, or the loss of an exemption from qualification, of any of the Registrable
Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension
at the earliest possible moment and (ii) notify Legal Counsel, legal counsel for each other Investor and each Investor who holds Registrable
Securities of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any
proceeding for such purpose.
(h) If any Investor may be required under applicable
securities law to be described in any Registration Statement as an underwriter and such Investor consents to so being named an underwriter,
at the request of any Investor, the Company shall furnish to such Investor, on the date of the effectiveness of such Registration Statement
and thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company’s
independent certified public accountants in form and substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of counsel representing
the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public
offering, addressed to the Investors.
(i) If any Investor may be required under applicable
securities law to be described in any Registration Statement as an underwriter and such Investor consents to so being named an underwriter,
upon the written request of such Investor, the Company shall make available for inspection by (i) such Investor, (ii) legal counsel for
such Investor and (iii) one (1) firm of accountants or other agents retained by such Investor (collectively, the “Inspectors”),
all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the “Records”),
as shall be reasonably deemed necessary by each Inspector, and cause the Company’s officers, directors and employees to supply all
information which any Inspector may reasonably request; provided, however, each Inspector shall agree in writing to hold in strict confidence
and not to make any disclosure (except to such Investor) or use of any Record or other information which the Company’s board of
directors determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (1) the disclosure
of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under
the 1933 Act, (2) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government
body of competent jurisdiction, or (3) the information in such Records has been made generally available to the public other than by disclosure
in violation of this Agreement or any other Transaction Document (as defined in the Securities Subscription Agreement). Such Investor
agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction
or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement
between the Company and such Investor, if any) shall be deemed to limit any Investor’s ability to sell Registrable Securities in
a manner which is otherwise consistent with applicable laws and regulations.
(j) The Company shall hold in confidence and not
make any disclosure of information concerning an Investor provided to the Company unless (i) disclosure of such information is necessary
to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement
or omission in any Registration Statement or is otherwise required to be disclosed in such Registration Statement pursuant to the 1933
Act, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental
body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation
of this Agreement or any other Transaction Document. The Company agrees that it shall, upon learning that disclosure of such information
concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means (including pursuant
to the foregoing items (i), (ii) or (iii) in this subparagraph (j)), give prompt written notice to such Investor and allow such Investor,
at such Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such
information.
(k) Without limiting any obligation of the Company
under the Securities Subscription Agreement, the Company shall use its reasonable best efforts either to (i) cause all of the Registrable
Securities covered by each Registration Statement to be listed on each securities exchange on which securities of the same class or series
issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such
exchange, (ii) secure designation and quotation of all of the Registrable Securities covered by each Registration Statement on an Eligible
Market (as defined in the Securities Subscription Agreement), or (iii) if, despite the Company’s reasonable best efforts to satisfy
the preceding clauses (i) or (ii) the Company is unsuccessful in satisfying the preceding clauses (i) or (ii), without limiting the generality
of the foregoing, to use its reasonable best efforts to arrange for at least two market makers to register with the Financial Industry
Regulatory Authority (“FINRA”) as such with respect to such Registrable Securities. In addition, the Company shall
cooperate with each Investor and any broker or dealer through which any such Investor proposes to sell its Registrable Securities in effecting
a filing with FINRA pursuant to FINRA Rule 5110 as requested by such Investor. The Company shall pay all fees and expenses in connection
with satisfying its obligations under this Section 3(k).
(l) The Company shall cooperate with the Investors
who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates
(not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable
such certificates to be in such denominations or amounts (as the case may be) as the Investors may reasonably request from time to time
and registered in such names as the Investors may request.
(m) If requested by an Investor, the Company shall
as soon as practicable after receipt of notice from such Investor and subject to Section 3(r) hereof, (i) incorporate in a prospectus
supplement or post-effective amendment such information as an Investor reasonably requests to be included therein relating to the sale
and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities
being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be
sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of
the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any
Registration Statement or prospectus contained therein if reasonably requested by an Investor holding any Registrable Securities.
(n) The Company shall use its reasonable best efforts
to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies
or authorities as may be necessary to consummate the disposition of such Registrable Securities.
(o) If requested by an Investor, the Company shall
make generally available to its security Buyers as soon as practical, but not later than ninety (90) days after the close of the period
covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under the 1933
Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the applicable
Effective Date of each Registration Statement.
(p) The Company shall otherwise use its reasonable
best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.
(q) Within one (1) Business Day after a Registration
Statement which covers Registrable Securities is declared effective by the SEC, the Company shall deliver, and shall cause legal counsel
for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investors whose Registrable Securities
are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in the
form attached hereto as Exhibit A.
(r) Notwithstanding anything to the contrary herein
(but subject to the last sentence of this Section 3(r)), at any time after the Effective Date of a particular Registration Statement,
the Company may delay the disclosure of material, non-public information concerning the Company or any of its Subsidiaries the disclosure
of which at the time is not, in the good faith opinion of the board of directors of the Company, in the best interest of the Company and,
in the opinion of counsel to the Company, otherwise required (a “Grace Period”), provided that the Company shall promptly
notify the Investors in writing of the (i) existence of material, non-public information giving rise to a Grace Period (provided that
in each such notice the Company shall not disclose the content of such material, non-public information to any of the Investors) and the
date on which such Grace Period will begin and (ii) date on which such Grace Period ends, provided further that (I) no Grace Period shall
exceed five (5) consecutive days and during any three hundred sixty five (365) day period all such Grace Periods shall not exceed an aggregate
of twenty (20) days (II) the first day of any Grace Period must be at least fifteen (15) Trading Days after the last day of any prior
Grace Period and (III) no Grace Period may exist during the ninety (90) Trading Day period immediately following the Effective Date of
such Registration Statement (provided that such ninety (90) Trading Day period shall be extended by the number of Trading Days during
such period and any extension thereof contemplated by this proviso during which such Registration Statement is not effective or the prospectus
contained therein is not available for use). For purposes of determining the length of a Grace Period above, such Grace Period shall begin
on and include the date the Investors receive the notice referred to in clause (i) above and shall end on and include the later of the
date the Investors receive the notice referred to in clause (ii) above and the date referred to in such notice. The provisions of Section
3(g) hereof shall not be applicable during the period of any Grace Period. Upon expiration of each Grace Period, the Company shall again
be bound by the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information
is no longer applicable. Notwithstanding anything to the contrary contained in this Section 3(r), the Company shall cause its transfer
agent to deliver unlegended Ordinary Shares to a transferee of an Investor in accordance with the terms of the Securities Subscription
Agreement in connection with any sale of Registrable Securities with respect to which such Investor has entered into a contract for sale,
and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, prior to such
Investor’s receipt of the notice of a Grace Period and for which the Investor has not yet settled.
(s) The Company shall take all other reasonable actions
necessary to expedite and facilitate disposition by each Investors of its Registrable Securities pursuant to each Registration Statement.
(t) Neither the Company nor any Subsidiary or affiliate
thereof shall identify any Buyer as an underwriter in any public disclosure or filing with the SEC, the Principal Market or any Eligible
Market without the written consent of such Buyer and any Buyer being deemed an underwriter by the SEC shall not relieve the Company of
any obligations it has under this Agreement or any other Transaction Document (as defined in the Securities Subscription Agreement); provided,
however, that the foregoing shall not prohibit the Company from including the disclosure found in the “Plan of Distribution”
section attached hereto as Exhibit B in the Registration Statement.
(u) Neither the Company nor any of its Subsidiaries
has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into
any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Buyers in this Agreement
or otherwise conflicts with the provisions hereof.
4. Obligations of the Investors.
(a) At least five (5) Business Days prior to the
first anticipated filing date of each Registration Statement, the Company shall notify each Investor in writing of the information the
Company requires from each such Investor with respect to such Registration Statement. It shall be a condition precedent to the obligations
of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor
that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended
method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect and maintain the effectiveness
of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company
may reasonably request.
(b)
Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested
by the Company in connection with the preparation and filing of each Registration Statement hereunder, unless such Investor has notified
the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration
Statement.
(c) Each Investor agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f), such Investor
will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable
Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or
the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary
in this Section 4(c), the Company shall cause its transfer agent to deliver unlegended Ordinary Shares to a transferee of an Investor
in accordance with the terms of the Securities Subscription Agreement in connection with any sale of Registrable Securities with respect
to which such Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the
happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f) and for which such Investor has not
yet settled.
5. Expenses of Registration.
All reasonable expenses, other than underwriting
discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including,
without limitation, all registration, listing and qualifications fees, printers and accounting fees, FINRA filing fees (if any) and fees
and disbursements of counsel for the Company shall be paid by the Company. The Company shall reimburse Legal Counsel for its fees and
disbursements in connection with registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement which amount shall
be limited to $10,000 for each such registration, filing or qualification and an aggregate of $25,000 for all registrations, filings or
qualifications.
6. Indemnification.
(a) To the fullest extent permitted by law, the Company
will, and hereby does, indemnify, hold harmless and defend each Investor and each of its directors, officers, shareholders, members, partners,
employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding the lack of such title or any other title) and each Person, if any, who controls such Investor within the meaning of the
1933 Act or the 1934 Act and each of the directors, officers, shareholders, members, partners, employees, agents, advisors, representatives
(and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any
other title) of such controlling Persons (each, an “Indemnified Person”), against any losses, obligations, claims,
damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable
attorneys’ fees and costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively,
“Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation
or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC,
whether pending or threatened, whether or not an Indemnified Person is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement
or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities
or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”),
or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein
not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used
prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company
files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading
or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation,
any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to
a Registration Statement or (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively,
“Violations”). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses
are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating
or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this
Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance
upon and in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly
for use in connection with the preparation of such Registration Statement or any such amendment thereof or supplement thereto, if such
prospectus was timely made available by the Company pursuant to Section 3(d); and (ii) shall not apply to amounts paid in settlement of
any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld
or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified
Person and shall survive the transfer of any of the Registrable Securities by any of the Investors pursuant to Section 9.
(b) In connection with any Registration Statement
in which an Investor is participating, such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same
extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the
Registration Statement and each Person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act (each, an
“Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933
Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in the case
of any Violation described in clauses (i) and (ii) above, to the extent, and only to the extent, that such Violation occurs in reliance
upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration
Statement; and, subject to Section 6(c) and the below provisos in this Section 6(b), such Investor will reimburse an Indemnified Party
any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Claim;
provided, however, the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in
Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent
of such Investor, which consent shall not be unreasonably withheld or delayed, provided further that such Investor shall be liable under
this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result
of the applicable sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of any of the Registrable
Securities by any of the Investors pursuant to Section 9.
(c) Promptly after receipt by an Indemnified Person
or Indemnified Party (as the case may be) under this Section 6 of notice of the commencement of any action or proceeding (including, without
limitation, any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party (as the case may be)
shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with
counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party (as the case may be); provided,
however, an Indemnified Person or Indemnified Party (as the case may be) shall have the right to retain its own counsel with the fees
and expenses of such counsel to be paid by the indemnifying party if: (i) the indemnifying party has agreed in writing to pay such fees
and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably
satisfactory to such Indemnified Person or Indemnified Party (as the case may be) in any such Claim; or (iii) the named parties to any
such Claim (including, without limitation, any impleaded parties) include both such Indemnified Person or Indemnified Party (as the case
may be) and the indemnifying party, and such Indemnified Person or such Indemnified Party (as the case may be) shall have been advised
by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Person or such Indemnified
Party and the indemnifying party (in which case, if such Indemnified Person or such Indemnified Party (as the case may be) notifies the
indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying
party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the indemnifying party, provided
further that in the case of clause (iii) above the indemnifying party shall not be responsible for the reasonable fees and expenses of
more than one (1) separate legal counsel for such Indemnified Person or Indemnified Party (as the case may be). The Indemnified Party
or Indemnified Person (as the case may be) shall reasonably cooperate with the indemnifying party in connection with any negotiation or
defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person (as the case may be) which relates to such action or Claim. The indemnifying party shall
keep the Indemnified Party or Indemnified Person (as the case may be) reasonably apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or
proceeding effected without its prior written consent; provided, however, the indemnifying party shall not unreasonably withhold, delay
or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person
(as the case may be), consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person (as the case may be) of a release
from all liability in respect to such Claim or litigation, and such settlement shall not include any admission as to fault on the part
of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights
of the Indemnified Party or Indemnified Person (as the case may be) with respect to all third parties, firms or corporations relating
to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified
Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially and adversely prejudiced
in its ability to defend such action.
(d) The indemnification required by this Section
6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received
or Indemnified Damages are incurred.
(e) The indemnity and contribution agreements contained
herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying
party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.
7. Contribution.
To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for
which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however: (i) no contribution shall
be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section
6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved
in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable
Securities shall be limited in amount to the amount of net proceeds received by such seller from the applicable sale of such Registrable
Securities pursuant to such Registration Statement. Notwithstanding the provisions of this Section 7, no Investor shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Investor from the
applicable sale of the Registrable Securities subject to the Claim exceeds the amount of any damages that such Investor has otherwise
been required to pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or alleged untrue statement or
omission or alleged omission.
8. Reports Under the 1934 Act.
With a view to making available to the Investors
the benefits of Rule 144, the Company agrees to:
(a) make and keep public information available, as
those terms are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports
and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements
(it being understood and agreed that nothing herein shall limit any obligations of the Company under the Securities Purchase Agreement)
and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and
(c) furnish to each Investor so long as such Investor
owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting,
submission and posting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report
of the Company and such other reports and documents so filed by the Company with the SEC if such reports are not publicly available via
EDGAR, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule
144 without registration.
9. Assignment of Registration Rights.
All or any portion of the rights under this Agreement
shall be automatically assignable by each Investor to any transferee or assignee (as the case may be) of all or any portion of such Investor’s
Registrable Securities, Notes or Warrants if: (i) such Investor agrees in writing with such transferee or assignee (as the case may be)
to assign all or any portion of such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such
transfer or assignment (as the case may be); (ii) the Company is, within a reasonable time after such transfer or assignment (as the case
may be), furnished with written notice of (a) the name and address of such transferee or assignee (as the case may be), and (b) the securities
with respect to which such registration rights are being transferred or assigned (as the case may be); (iii) immediately following such
transfer or assignment (as the case may be) the further disposition of such securities by such transferee or assignee (as the case may
be) is restricted under the 1933 Act or applicable state securities laws if so required; (iv) at or before the time the Company receives
the written notice contemplated by clause (ii) of this sentence such transferee or assignee (as the case may be) agrees in writing with
the Company to be bound by all of the provisions contained herein; (v) such transfer or assignment (as the case may be) shall have been
made in accordance with the applicable requirements of the Securities Subscription Agreement, the Notes and the Warrants (as the case
may be); and (vi) such transfer or assignment (as the case may be) shall have been conducted in accordance with all applicable federal
and state securities laws.
10. Amendment of Registration Rights.
Provisions of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Required Buyers; provided that any such amendment or waiver that complies with the foregoing, but
that disproportionately, materially and adversely affects the rights and obligations of any Investor relative to the comparable rights
and obligations of the other Investors shall require the prior written consent of such adversely affected Investor. Any amendment or waiver
effected in accordance with this Section 10 shall be binding upon each Investor and the Company, provided that no such amendment shall
be effective to the extent that it (1) applies to less than all of the Buyers of Registrable Securities or (2) imposes any obligation
or liability on any Investor without such Investor’s prior written consent (which may be granted or withheld in such Investor’s
sole discretion). No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.
No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement
unless the same consideration (other than the reimbursement of legal fees) also is offered to all of the parties to this Agreement.
11. Miscellaneous.
(a) Solely for purposes of this Agreement, a Person
is deemed to be a Buyer of Registrable Securities whenever such Person owns, or is deemed to own, of record such Registrable Securities.
If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities,
the Company shall act upon the basis of instructions, notice or election received from such record owner of such Registrable Securities.
(b) Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i)
upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically
or electronically generated and kept on file by the sending party) or electronic mail (provided that such sent email is kept on file (whether
electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s
email server that such e-mail could not be delivered to such recipient); or (iii) one (1) Business Day after deposit with a nationally
recognized overnight delivery service with next day delivery specified, in each case, properly addressed to the party to receive the same.
The addresses, facsimile numbers and email addresses for such communications shall be:
If to the Company:
Fusion Fuel Green PLC
The Victorians
15-18 Earlsfort Terrace
Saint Kevin’s
Dublin 2, DD02 YX28 Ireland
Telephone: +353 1 920 1000
Attention: Chief Executive Officer
Email:
With a copy (for informational purposes only) to:
Graubard Miller
The Chrysler Building
405 Lexington Avenue, 44th
Floor
New York, NY 10174
Attn: Jeffrey M. Gallant, Esq.
If to the Transfer Agent:
Continental Stock Transfer & Trust
1 State Street, 30th Floor
New York, NY 10004
Attn: Ana Gois
If to Legal Counsel:
Herrick, Feinstein LLP
2 Park Avenue
New York, NY 10016
Attention: Morris F. DeFeo, Jr., Esq.
E-mail: mdefeo@herrick.com
If to a Buyer, to its address, facsimile number and/or email address set
forth on the Schedule of Buyers attached to the Securities Subscription Agreement, with copies to such Buyer’s representatives as
set forth on the Schedule of Buyers, or to such other address, facsimile number, and/or email address and/or to the attention of such
other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness
of such change, provided that Herrick, Feinstein LLP shall only be provided notices sent to the Lead Buyer. Written confirmation of receipt
(A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the
sender’s facsimile machine or email containing the time, date, recipient facsimile number or email address and an image of the first
page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above,
respectively.
(c) Failure of any party to exercise any right or
remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.
The Company and each Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each party
hereto shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by any other
party hereto and to enforce specifically the terms and provisions hereof (without the necessity of showing economic loss and without any
bond or other security being required), this being in addition to any other remedy to which any party may be entitled by law or equity.
(d) All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.
(e) If any provision of this Agreement is prohibited
by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise
be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable,
and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so
long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the
subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially
impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise
be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable
provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).
(f) This Agreement, the other Transaction Documents,
the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein constitute the entire agreement
among the parties hereto and thereto solely with respect to the subject matter hereof and thereof. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the other Transaction Documents,
the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein supersede all prior agreements
and understandings among the parties hereto solely with respect to the subject matter hereof and thereof; provided, however, nothing contained
in this Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Investor has
entered into with the Company or any of its Subsidiaries prior to the date hereof with respect to any prior investment made by such Investor
in the Company, (ii) waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries or any rights
of or benefits to any Investor or any other Person in any agreement entered into prior to the date hereof between or among the Company
and/or any of its Subsidiaries and any Investor and all such agreements shall continue in full force and effect or (iii) limit any obligations
of the Company under any of the other Transaction Documents.
(g) Subject to compliance with Section 9 (if applicable),
this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto. This
Agreement is not for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective
permitted successors and assigns and the Persons referred to in Sections 6 and 7 hereof.
(h) The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof. Unless the context clearly indicates otherwise, each pronoun
herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,”
“includes,” “include” and words of like import shall be construed broadly as if followed by the words “without
limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this
entire Agreement instead of just the provision in which they are found.
(i) This Agreement may be executed in two or more
identical counterparts, each of which shall be deemed an original, but all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature
is delivered by facsimile transmission or by an email which contains a portable document format (.pdf) file of an executed signature page,
such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such signature page were an original thereof.
(j) Each party shall do and perform, or cause to
be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments
and documents as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement
and the consummation of the transactions contemplated hereby.
(k) The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any
party. Notwithstanding anything to the contrary set forth in Section 10, terms used in this Agreement but defined in the other Transaction
Documents shall have the meanings ascribed to such terms on the applicable Closing Date in such other Transaction Documents unless otherwise
consented to in writing by each Investor.
(l) All consents and other determinations required
to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified in this Agreement, by the Required Buyers,
determined as if all of the outstanding Notes then held by the Investors have been converted for Registrable Securities without regard
to any limitations on redemption, amortization and/or conversion of the Notes and the outstanding Warrants then held by Investors have
been exercised for Registrable Securities without regard to any limitations on exercise of the Warrants.
(m) This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof
be enforced by, any other Person.
(n) The obligations of each Investor under this Agreement
and the other Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible
in any way for the performance of the obligations of any other Investor under this Agreement or any other Transaction Document. Nothing
contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed
to constitute the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a
joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as
a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the
Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with
respect to such obligations or the transactions contemplated by this Agreement or any of the other the Transaction Documents. Each Investor
shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement
or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in
any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained herein was solely
in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and
not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained
in this Agreement and in each other Transaction Document is between the Company and an Investor, solely, and not between the Company and
the Investors collectively and not between and among Investors.
[signature page follows]
IN WITNESS WHEREOF, each Buyer and the Company
have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.
| |
COMPANY:
FUSION FUEL GREEN PLC |
|
| |
|
|
|
| |
By: |
|
|
| |
Name: |
|
|
| |
Title: |
|
|
| |
BUYER:
Belike Nominees Pty Ltd.
By:_____________________
Name:
Title:
By:_____________________
Name:
Title: |
EXHIBIT A
FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT
______________________
______________________
______________________
Attention: _____________
Re: Fusion Fuel Green PLC
Ladies and Gentlemen:
[We are][I am] counsel to Fusion Fuel Green PLC,
a public limited company formed under the laws of Ireland (the “Company”), and have represented the Company in connection
with that certain Securities Subscription Agreement (the “Securities Subscription Agreement”) entered into by and among
the Company and the subscribers named therein (collectively, the “Buyers”) pursuant to which the Company issued to
the Buyers convertible notes (the “Notes”) convertible into the Company’s Class A Ordinary Shares, $0.0001 par
value per share (the “Ordinary Shares”), and warrants exercisable for Ordinary Shares (the “Warrants”).
Pursuant to the Securities Subscription Agreement, the Company also has entered into a Registration Rights Agreement with the Buyers (the
“Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable
Securities (as defined in the Registration Rights Agreement), including the Ordinary Shares issuable upon conversion of the Notes and
exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s
obligations under the Registration Rights Agreement, on March ___, 2019, the Company filed a Registration Statement on Form [F-1][F-3]
(File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
relating to the Registrable Securities which names each of the Buyers as a selling stockholder thereunder.
In connection with the foregoing, [we][I] advise
you that [a member of the SEC’s staff has advised [us][me] by telephone that [the SEC has entered an order declaring the Registration
Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS]] [an order declaring the Registration
Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS]] has been posted on the web site
of the SEC at www.sec.gov] and [we][I] have no knowledge, after a review of information posted on the website of the SEC at http://www.sec.gov/litigation/stoporders.shtml,
that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened
by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.
| |
Very truly yours,
GRAUBARD MILLER |
|
| |
|
|
|
| |
By: |
|
|
EXHIBIT B
SELLING STOCKHOLDERS
The Class A Ordinary Shares being offered by the
selling stockholders are those issuable to the selling stockholders upon conversion of the notes and exercise of the warrants. For additional
information regarding the issuance of the notes and the warrants, see “Private Placement of Notes and Warrants” above. We
are registering the Class A Ordinary Shares in order to permit the selling stockholders to offer the shares for resale from time to time.
Except for the ownership of the notes and the warrants issued pursuant to the Securities Subscription Agreement, the selling stockholders
have not had any material relationship with us within the past three years.
The table below lists the selling stockholders and
other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder) of the ordinary shares held by each of the selling stockholders. The second column lists the
number of ordinary shares beneficially owned by the selling stockholders, based on their respective ownership of ordinary shares, notes
and warrants, as of ________, 20__, assuming conversion of the notes and exercise of the warrants held by each such selling stockholder
on that date but taking account of any limitations on conversion and exercise set forth therein.
The third column lists the ordinary shares being
offered by this prospectus by the selling stockholders and does not take in account any limitations on (i) conversion of the notes set
forth therein or (ii) exercise of the warrants set forth therein.
In accordance with the terms of a registration rights
agreement with the Buyers of the notes and the warrants, this prospectus generally covers the resale of 200% of the sum of (i) the maximum
number of Class A Ordinary Shares issued or issuable pursuant to the Notes, and (ii) the maximum number of Class A Ordinary Shares issued
or issuable upon exercise of the warrants, in each case, determined as if the outstanding notes and warrants were converted or exercised
(as the case may be) in full (without regard to any limitations on conversion or exercise contained therein solely for the purpose of
such calculation) at a conversion price or exercise price (as the case may be) calculated as of the trading day immediately preceding
the date this registration statement was initially filed with the SEC. Because the conversion price of the notes and the exercise price
of the warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being
offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this
prospectus.
Under the terms of the notes and the warrants, a
selling stockholder may not convert the notes or exercise the warrants to the extent (but only to the extent) such selling stockholder
or any of its affiliates would beneficially own a number of ordinary shares which would exceed 9.99% of the outstanding shares of the
Company. The number of shares in the second column reflects these limitations. The selling stockholders may sell all, some or none of
their shares in this offering. See “Plan of Distribution.”
| Name of Selling Stockholder |
|
Number of Class A Ordinary Shares Owned Prior to Offering |
|
Maximum Number of Class A Ordinary Shares to be Sold Pursuant to this Prospectus |
|
Number of Class A Ordinary Shares of Owned After Offering |
| |
|
|
|
|
|
|
|
|
PLAN OF DISTRIBUTION
We are registering the Class A Ordinary Shares issuable
upon conversion of the notes and exercise of the warrants to permit the resale of these Class A Ordinary Shares by the Buyers of the notes
and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling
stockholders of the Class A Ordinary Shares, although we will receive the exercise price of any Warrants not exercised by the selling
stockholders on a cashless exercise basis. We will bear all fees and expenses incident to our obligation to register the Class A Ordinary
Shares.
The selling stockholders may sell all or a portion
of the Class A Ordinary Shares held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers
or agents. If the Class A Ordinary Shares are sold through underwriters or broker-dealers, the selling stockholders will be responsible
for underwriting discounts or commissions or agent’s commissions. The Class A Ordinary Shares may be sold in one or more transactions
at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated
prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following
methods:
| |
· |
on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; |
| |
|
|
| |
· |
in the over-the-counter market; |
| |
|
|
| |
· |
in transactions otherwise than on these exchanges or systems or in the over-the-counter market; |
| |
|
|
| |
· |
through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; |
| |
|
|
| |
· |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| |
|
|
| |
· |
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| |
|
|
| |
· |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| |
|
|
| |
· |
an exchange distribution in accordance with the rules of the applicable exchange; |
| |
|
|
| |
· |
privately negotiated transactions; |
| |
|
|
| |
· |
short sales made after the date the Registration Statement is declared effective by the SEC; |
| |
· |
broker-dealers may agree with a selling security Buyer to sell a specified number of such shares at a stipulated price per share; |
| |
|
|
| |
· |
a combination of any such methods of sale; and |
| |
|
|
| |
· |
any other method permitted pursuant to applicable law. |
The selling stockholders may also sell Class A Ordinary
Shares under Rule 144 promulgated under the Securities Act of 1933, as amended, if available, rather than under this prospectus. In addition,
the selling stockholders may transfer the Class A Ordinary Shares by other means not described in this prospectus. If the selling stockholders
effect such transactions by selling Class A Ordinary Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers
or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from
purchasers of the Class A Ordinary Shares for whom they may act as agent or to whom they may sell as principal (which discounts, concessions
or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions
involved). In connection with sales of the Class A Ordinary Shares or otherwise, the selling stockholders may enter into hedging transactions
with broker-dealers, which may in turn engage in short sales of the Class A Ordinary Shares in the course of hedging in positions they
assume. The selling stockholders may also sell Class A Ordinary Shares short and deliver Class A Ordinary Shares covered by this prospectus
to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan
or pledge Class A Ordinary Shares to broker-dealers that in turn may sell such shares.
The selling stockholders may pledge or grant a security
interest in some or all of the notes, warrants or Class A Ordinary Shares owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell the Class A Ordinary Shares from time to time pursuant to this
prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary,
the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this
prospectus. The selling stockholders also may transfer and donate the Class A Ordinary Shares in other circumstances in which case the
transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
Under the securities laws of some states, the Class
A Ordinary Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the Class
A Ordinary Shares may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration
or qualification is available and is complied with.
There can be no assurance that any selling stockholder
will sell any or all of the Class A Ordinary Shares registered pursuant to the registration statement, of which this prospectus forms
a part.
The selling stockholders and any other person participating
in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases
and sales of any of the Class A Ordinary Shares by the selling stockholders and any other participating person. To the extent applicable,
Regulation M may also restrict the ability of any person engaged in the distribution of the Class A Ordinary Shares to engage in market-making
activities with respect to the Class A Ordinary Shares. All of the foregoing may affect the marketability of the Class A Ordinary Shares
and the ability of any person or entity to engage in market-making activities with respect to the Class A Ordinary Shares.
We will pay all expenses of the registration of the
Class A Ordinary Shares pursuant to the registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities
and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however,
a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders
against liabilities, including some liabilities under the Securities Act in accordance with the registration rights agreements or the
selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including
liabilities under the Securities Act that may arise from any written information furnished to us by the selling stockholder specifically
for use in this prospectus, in accordance with the related registration rights agreements or we may be entitled to contribution.
Once sold under the registration statement, of which
this prospectus forms a part, the Class A Ordinary Shares will be freely tradable in the hands of persons other than our affiliates.
EXHIBIT 99.1
Fusion Fuel Green Announces Strategic Tranched Financing from Belike Nominees Pty Ltd., a Macquarie Group Company
DUBLIN, Ireland, Nov. 27, 2023 (GLOBE NEWSWIRE) -- Fusion Fuel Green PLC (Nasdaq: HTOO) (“Fusion Fuel” or the “Company”), an emerging leader in the green hydrogen sector, today announced that it has entered into an agreement with Macquarie Group’s Commodities and Global Markets business (“Macquarie”) for financing of up to $20 million of senior convertible notes (the “Financing”) pursuant to a securities subscription agreement (“Subscription Agreement”), subject to the satisfactions of certain conditions, as further set forth therein. The Financing will be conducted in several tranches based on the specific needs of the Company and the conditions set forth in the Subscription Agreement, with each tranche size, including the initial tranche size, to be determined by mutual agreement of Macquarie and the Company. Although subject to change, based on current market conditions, the initial tranche is not expected to be greater than 10% of the total Financing. Until the conditions precedent as described herein are satisfied or waived, there can be no assurance that any portion of the Financing will be consummated.
Highlights of the Financing
The Financing is expected to support the Company for its near-term objectives and milestones of delivering HEVO solutions to contracted clients and achieving its 2023 revenue guidance and further developing the Company’s project portfolio and the sale of these projects to infrastructure investors, as well as to provide additional funding for general working capital needs.
The Financing will be conducted in multiple tranches in which Macquarie purchases from the Company and the Company issues and sells to Macquarie (a) convertible notes at an issue price equal to 98% of the principal amount of the notes and (b) warrants to purchase such number of the Company’s ordinary shares as shall equal (x) 30% of the aggregate amount funded by Macquarie in consideration for the related convertible notes issued, divided by (y) the initial exercise price of the warrants. The timing and size of each tranche will be mutually agreed upon by Fusion Fuel and Macquarie, subject to the satisfaction of certain closing conditions, and there are no minimum funding obligations. Given the various criteria necessary to consummate the initial and further tranches, the Company continues to consider available financing options that may complement this transaction.
Frederico Figueira de Chaves, CEO of Fusion Fuel, stated, “We are excited to enter into this agreement with Macquarie. The Financing, when consummated, will provide the Company with near-term financing and will allow the team to focus on delivering its near-term objectives and create value for our shareholders.
Details of the Financing
Pursuant to the terms of the Purchase Agreement, Fusion Fuel will issue to Macquarie convertible notes with a term of two years that bear interest at 4% per annum over the Secured Overnight Financing Rate (the “Convertible Notes”) and two-year immediately exercisable warrants (the “Warrants”) to purchase ordinary shares of the Company. For each tranche of Convertible Notes issued, the Company will issue to the holder Warrants to purchase ordinary shares as calculated above, with an exercise price equal to 130% of the Volume Weighted Average Price for the 5 trading days immediately preceding any tranche issuance. The holder will have the right, at its sole option, to convert the Convertible Notes into ordinary shares of the Company, pursuant to the terms and conditions of the Convertible Notes based on a conversion price equal to the higher of (i) Ninety Percent (90%) of the VWAP of the Company’s ordinary shares on a single trading day selected by Macquarie out of the five trading days immediately prior to the conversion date and (ii) $0.20 per ordinary share, subject to adjustment.
Additional information about the Financing, including a copy of the Purchase Agreement, form of Convertible Note and form of Warrant, will be provided in a Report of Foreign Private Issuer on Form 6-K to be filed by Fusion Fuel with the Securities and Exchange Commission and available at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. There can be no assurance that the Company will be able to complete the private placement on the terms described herein or at all.
About Fusion Fuel Green plc
Fusion Fuel is rapidly emerging as a leader in the green hydrogen sector committed to accelerating the energy transition through the development of disruptive, clean hydrogen solutions. Fusion Fuel’s patented miniaturized Proton Exchange Membrane (PEM) electrolyzer, the HEVO, and building-block approach to green hydrogen production, unlock unprecedented modularity and flexibility in the design and deployment of cost-competitive, decentralized green hydrogen solutions. Its business lines include the sale of its electrolyzer technology to customers interested in building their own green hydrogen production, the development of turnkey hydrogen plants to be owned and operated by Fusion Fuel, and the sale of green hydrogen as a commodity to end-users through long-term hydrogen purchase agreements. Learn more about Fusion Fuel by visiting our website at https://www.fusion-fuel.eu, and by following us on LinkedIn.
About Macquarie Group
Macquarie Group Limited (Macquarie) is a global financial services group providing clients with asset management, retail and business banking, wealth management, leasing and asset financing, market access, commodity trading, renewables development, specialist advice, access to capital and principal investment. Founded in 1969, Macquarie employs over 21,000 people in 34 markets. At September 30, 2023, Macquarie had assets under management of €542.5 billion. For further information, visit www.macquarie.com.
Investor Relations Contact
ir@fusion-fuel.eu
Media Contact
fusionfuel@celicourt.uk
Fusion Fuel Green (NASDAQ:HTOO)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Fusion Fuel Green (NASDAQ:HTOO)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
