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 May 2024
Commission File Number: 001-39789
Fusion Fuel Green PLC
(Translation of registrant’s name into English)
10 Earlsfort Terrace
Dublin 2, D02 T380, 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 ☐
As previously disclosed, 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”).
On May 7, 2024, the Company consummated the initial tranche in the amount of $1,150,000 and
issued to the Investors a Placement Note in such amount. The Company also issued to the Investors, for no additional consideration, warrants
(the “Placement Warrants”) to purchase an aggregate of 208,582 Class A ordinary shares, par value $0.0001 par value per share,
of the Company with an exercise price of $1.6540.
Holders of the Placement Note 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 Class A Ordinary Shares of the Company (“Placement Note Shares”) in accordance
with the Conversion Rate (as defined below).
The number of Placement Note Shares issuable upon conversion of the 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.
A copy of the Placement Note and Placement Warrant issued in the initial tranche is attached
as exhibit 99.1 and 99.2, respectively. The summaries of the Placement Note and Placement Warrant 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.
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Fusion Fuel Green PLC |
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(Registrant) |
|
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Date: May 8, 2024 |
/s/ Frederico Figueira de Chaves |
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Frederico Figueira de Chaves |
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Chief Executive Officer |
2
Exhibit 99.1
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: May 7, 2024 |
Original Principal Amount: U.S. $1,150,000 |
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 $500,000 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 May 6, 2026; 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 $0.40; 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 $0.40, then the “Minimum Conversion Price” shall thereafter be $0.10.
(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.
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FUSION FUEL GREEN PLC |
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/s/ Frederico Figueira de Chaves |
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Name: |
Frederico Figueira de Chaves |
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Title: |
Chief Executive Officer |
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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.
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Date of Conversion: |
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AGGREGATE CONVERSION
AMOUNT TO BE CONVERTED: |
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Please confirm the following information:
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Number of Ordinary Shares to be issued: |
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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:
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Check here if requesting delivery as a certificate to the following name and to the following address: |
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Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: |
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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 ________________________.
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Exhibit 99.2
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.: 01
Date of Issuance: May 7, 2024 (“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, Belike Nominees Pty. Ltd., 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), 208,582 (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 November
21, 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 $1.6540, 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”):
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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.
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FUSION FUEL GREEN PLC |
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/s/ Frederico Figueira de Chaves |
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Name: Frederico Figueira de Chaves |
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Title: Chief Executive Officer |
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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:
o a “Cash
Exercise” with respect to _________________ Warrant Shares; and/or
o 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:
o Check
here if requesting delivery as a certificate to the following name and to the following address:
o Check
here if requesting delivery by Deposit/Withdrawal at Custodian as follows:
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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: _______________,
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Name of Registered Holder |
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By: |
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Name:
Title:
Tax ID:____________________________
Facsimile:__________________________
E-mail Address:_____________________ |
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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 _______________.
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FUSION FUEL GREEN PLC |
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Fusion Fuel Green (NASDAQ:HTOOW)
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