6-K - BTOG - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACTOF 1934

For the month of July 2025

Commission File Number: 001-38857

BITORIGIN LTD

(Translation of registrant’s name into English)

27F, Samsung Hub

3 Church Street Singapore 049483

T: 347-556-4747

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On July 13, 2025, Bit Origin Ltd (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the buyers mentioned in the schedule thereto (the “Buyers”), pursuant to which the Company agreed to sell (the “Offering”) up to (i) an aggregate principal amount of $100,000,000 in Senior Secured Convertible Notes, convertible into Class A ordinary shares of the Company, par value $0.30 per share (“Common Shares”), in one or more closings. The Purchase Agreement contains representations and warranties of the Company and the Buyers which are typical for transactions of this type. In addition, the Purchase Agreement contains customary covenants on the Company’s part that are typical for transactions of this type, as well as the following additional covenants.

The Purchase Agreement provides for the purchase of the Initial Note (as defined in the Purchase Agreement) at the Initial Closing (as defined in the Purchase Agreement) and such aggregate principal amount of additional notes as is set forth in such applicable additional closing notice (each such closing of the purchase of such additional notes, each, an “Additional Closing”).

Convertible Notes

Pursuant to the Purchase Agreement, at the Initial Closing on July 16, 2025, the Company issued (i) a Series A-1 Senior Secured Convertible Note (the “Series A-1 Senior Secured Convertible Note”) in the principal amount of Ten Million Dollars ($10,000,000) maturing on July 16, 2029, with a conversion price of $0.32, subject to adjustment as provided therein; and (ii) a Series B-1 Senior Secured Convertible Note (the “Series B-1 Senior Secured Convertible Note”) in the principal amount of Five Million Dollars ($5,000,000) maturing on July 16, 2029, with a conversion price of $0.30, subject to adjustment as provided therein.

Pursuant to the Purchase Agreement, on July 31, 2025 at the first Additional Closing, the Company issued a Series C-1 Senior Secured Convertible Note (the “Series C-1 Senior Secured Convertible Note”, and together with the Series A-1 Senior Secured Convertible Note and Series B-1 Senior Secured Convertible Note, the “Convertible Notes”) in the principal amount of One Million Three Hundred Thirty Eight Thousand Five Hundred and Six Dollars ($1,338,506) maturing on July 31, 2029, with a conversion price of $0.395, subject to adjustment as provided therein.

The Convertible Notes are senior secured obligations of the Company and are secured by all personal property and assets of the Company, pursuant to a Security Agreement.

The Convertible Notes also contain certain negative covenants, including prohibitions on the incurrence of indebtedness, liens, restrictions on redemption and cash dividends, restrictions on the transfer of assets and changes in the nature of business. The Convertible Notes also contain standard and customary events of default including, but not limited to, failure to make payments when due, failure to observe or perform covenants or agreements contained in the Convertible Notes, existence of a default or event of default under any of the Transaction Documents (as defined in the Convertible Notes), the bankruptcy or insolvency of the Company or any of its subsidiaries and unsatisfied judgments against the Company.

The Convertible Notes and Common Shares issuable upon conversion and exercise of the Convertible have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. Each Buyer acquired the securities for investment and acknowledged that it is an accredited investor as defined by Rule 501 under the Securities Act. The Convertible Notes and Common Shares may not be offered or sold in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.

The foregoing summary of the Series C-1 Senior Secured Convertible Note does not purport to be complete and is qualified in its entirety by reference to the Series C-1 Senior Secured Convertible Note, the form of which is filed with this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) as Exhibit 10.1, and is incorporated herein by reference.

Approval of Reduction in Par Value

In May 2025, the Company petitioned the Grand Court of the Cayman Islands (Financial Services Division) under Cause No. FSD 115 of 2025 (DDJ) for a reduction of its authorized share capital. The application sought to reduce the par value of each of the Company’s issued and authorized but unissued ordinary shares from US$0.30 to US$0.000001(the “Capital Reduction”). Following due process and consideration, the Court issued its final order on June 5, 2025, approving the Capital Reduction. The court order was registered by the Cayman Islands General Registry on 28 July 2025. After the Capital Reduction, the authorized share capital of the Company was $500, divided into 500,000,000 shares of par value $0.000001 each, comprising of 475,000,000 Class A ordinary shares, par value $0.000001 per share, and 25,000,000 Class B ordinary shares, par value $0.000001 per share.

The Company replaced the Fourth Amended and Restated Memorandum and Articles of Association in their entirety with the Fifth Amended and Restated Memorandum and Articles of Association to account for the Capital Reduction. Pursuant to the Fifth Amended and Restated Memorandum and Articles of Association the authorized share capital of the Company is US$15,000 divided into 15,000,000,000 shares of par value $0.000001 each, comprising of 14,250,000,000 Class A ordinary shares, par value US$0.000001 per share and 750,000,000 Class B ordinary shares, par value US$0.000001 per share. The Fifth Amended and Restated Memorandum and Articles of Association was filed with the General Registry of the Cayman Islands on July 28, 2025.

EXHIBIT INDEX

Exhibit No.	Description
1.1	Fifth Amended and Restated Memorandum and Articles of Association
10.1	Form of Series C-1 Senior Secured Convertible Note

SIGNATURE

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.

	BIT ORIGIN LTD.
Date: August 1, 2025	By:	/s/ Jinghai Jiang
	Name:	Jinghai Jiang
	Title:	Chief Executive Officer, Chief Operating Officer and Chairman of the Board

Exhibit 1.1

1<br>The Companies Act<br>(As Revised)<br>Company Limited by Shares<br>Fifth Amended and Restated<br>Memorandum of Association<br>of<br>Bit Origin Ltd<br>(Adopted by Special Resolution passed on March 14, 2025)<br>1.The name of the Company is Bit Origin Ltd.<br>2.The registered office will be situate at the offices of McGrath Tonner Corporate Services Limited, Genesis Building,<br>5th Floor, Genesis Close, PO Box 446, Grand Cayman, Cayman Islands, KY1-1106 or at such other place in the<br>Cayman Islands as the Directors may from time to time decide.<br>3.The objects for which the Company is established are unrestricted and the Company shall have full power to carry<br>out any object not prohibited by any law as provided by Section 7 (4) of the Companies Act (Revised).<br>4.Except as prohibited or limited by the laws of the Cayman Islands, the Company shall have full power and authority<br>to carry out any object and shall have and be capable of from time to time and at all times exercising any and all of<br>the powers at any time or from time to time exercisable by a natural person or body corporate in any part of the world<br>whether as principal, agent, contractor or otherwise.<br>5.The Company shall not be permitted to carry on any business where a licence is required under the laws of the<br>Cayman Islands to carry on such a business until such time as the relevant licence has been obtained.<br>6.If the Company is an exempted company, its operations will be carried on subject to the provisions of Section 174<br>of the Companies Act (Revised).<br>7.The liability of each Member is limited to the amount from time to time unpaid on such member’s share.<br>8.The authorised share capital of the Company is US$15,000 divided into 15,000,000,000 shares of par value<br>US$0.000001 each, comprising of 14,250,000,000 Class A ordinary shares of par value US$0.000001 each and<br>750,000,000 Class B ordinary shares of par value US$0.000001 each, with the power for the Company to increase<br>or reduce the said capital and to issue any part of its capital, original or increased, with or without any preference,<br>priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that,<br>unless the condition of issue shall otherwise expressly declare, every issue of shares, whether declared to be<br>preference or otherwise, shall be subject to the power hereinbefore contained.<br>Filed: 28-Jul-2025 04:25 EST<br>www.verify.gov.ky File#: 332059 Auth Code: D24961707506
2<br>The Companies Act<br>(As Revised)<br>Company Limited by Shares<br>Fifth Amended and Restated<br>Articles of Association<br>of<br>Bit Origin Ltd<br>(Adopted by Special Resolution passed on March 14, 2025)<br>1.The Regulations contained or incorporated in Table A of the First Schedule of the Act (as defined below) shall not<br>apply to this Company.<br>INTERPRETATION<br>2.<br>(a)<br>In these Articles the following terms shall have the meanings set opposite unless the context otherwise<br>requires:-<br>Articles these Articles of Association as from time to time amended by Special Resolution<br>Auditors the Auditors for the time being of the Company, if any<br>Class A<br>Ordinary<br>Share<br>a Class A ordinary share in the capital of the Company, having the rights provided for in these<br>Articles<br>Class B<br>Ordinary<br>Share<br>a Class B ordinary share in the capital of the Company, having the rights provided for in these<br>Articles<br>Company Bit Origin Ltd<br>Directors the directors of the Company for the time being or, as the case may be, the directors assembled<br>as a board<br>the Act the Companies Act (Revised) of the Cayman Islands and any amendment or other statutory<br>modification thereof and where in these Articles any provision of the Act is referred to, the<br>reference is to that provision as modified by law for the time being in force<br>Member a person who is registered in the Register of Members as the holder of any Share in the<br>Company<br>Month a calendar month<br>Ordinary<br>Resolution<br>a resolution passed by a simple majority of the votes of such Members as, being entitled to do<br>so, vote in person or, where proxies are allowed, by proxy, at a general meeting, or a written<br>resolution signed by all Members entitled to vote at a general meeting<br>Registered Office the registered office of the Company as provided in Section 50 of the Act<br>Filed: 28-Jul-2025 04:25 EST<br>www.verify.gov.ky File#: 332059 Auth Code: D24961707506
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3<br>Register of<br>Members the register of Members to be kept pursuant to section 40 of the Act<br>Secretary any person appointed by the Directors to perform any of the duties of the secretary of the Company<br>and including any assistant secretary<br>Seal the common seal of the Company or any facsimile for official seal for use outside of the Cayman<br>Islands<br>Share a share of any class in the capital of the Company<br>Special<br>Resolution<br>a resolution passed by a majority of at least two-thirds of the votes of such Members as, being<br>entitled to do so, vote in person or, where proxies are allowed, by proxy, at a general meeting of<br>which notice specifying the intention to propose the resolution as a special resolution has been duly<br>given, or a written resolution signed by all Members entitled to vote at a general meeting and<br>otherwise in accordance with Section 60 of the Act<br>(b)Unless the context otherwise requires, expressions defined in the Act and used herein shall have the<br>meanings so defined.<br>(c) In these Articles unless the context otherwise requires:-<br>(i) words importing the singular number shall include the plural number and vice-versa;<br>(ii) words importing the masculine gender only shall include the feminine gender; and<br>(iii)words importing persons only shall include companies or associations or bodies of persons whether<br>incorporated or not.<br>(d)The headings herein are for convenience only and shall not affect the construction of these Articles.<br>3.(a)Subject to the provisions, if any, in that behalf in the Memorandum of Association, and without prejudice to any<br>special rights previously conferred on the holders of existing Shares, any Share may be issued with such<br>preferred, deferred, or other special rights, or such restrictions, whether in regard to dividend, voting, return of<br>Share capital or otherwise, as the Company may from time to time by Special Resolution determine, and subject<br>to the provisions of section 3 7 of the Act, any Share may, with the sanction of a Special Resolution, be issued<br>on the terms that it is, or at the option of the Company or the holder is liable, to be redeemed.<br>(b)If at any time the share capital is divided into different classes of Shares, the rights attached to any class (unless<br>otherwise provided by the terms of issue of the Shares of that class) may be varied with the consent in writing of<br>the holders of three-fourths of the issued Shares of that class or with the sanction of a resolution passed by not<br>less than three-fourths of such holders of the Shares of that class as may be present in person or by proxy at a<br>separate general meeting of the holders of the Shares of that class. To every such separate general meeting, the<br>provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary<br>quorum shall be any one or more persons holding or representing by proxy not less than one-third of the issued<br>Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.<br>Filed: 28-Jul-2025 04:25 EST<br>www.verify.gov.ky File#: 332059 Auth Code: D24961707506
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4<br>4.(a)Every person whose name is entered as a Member in the Register of Members shall, without payment, be<br>entitled to a certificate under the seal of the Company specifying the Share or Shares held by him and the<br>amount paid up thereon, provided that in respect of a Share or Shares held jointly by several persons, the<br>Company shall not be bound to issue more than one certificate, and delivery of a certificate for a Share to one<br>of several joint holders shall be sufficient delivery to all.<br>(b)If a Share certificate is defaced, lost or destroyed it may be renewed on payment of such fee, if any, and on such<br>terms, if any, as to evidence and indemnity, as the Directors think fit.<br>5.Except as required by law, no person shall be recognised by the Company as holding any Share upon any trust,<br>and the Company shall not be bound by or be compelled in any way to recognise (even when having notice<br>thereof) any equitable, contingent, future or actual interest in any Share (except only as by these Articles or by law<br>otherwise provided or under an order of a court of competent jurisdiction) or any other rights in respect of any<br>Share except an absolute right to the entirety thereof in the registered holder, but the Company may in accordance<br>with the Act issue fractions of Shares.<br>6.The Shares shall be at the disposal of the Directors, and they may (subject to the provisions of the Act) allot, grant<br>options over, or otherwise dispose of them to such persons, on such terms and conditions, and at such times as<br>they think fit, but so that no Share shall be issued at a discount, except in accordance with the provisions of the<br>Act.<br>LIEN<br>7.The Company shall have a first and paramount lien on every Share (not being a fully paid Share) for all moneys<br>(whether presently payable or not) called or payable at a fixed time in respect of that Share, and the Company shall<br>also have a lien on all Shares (other than fully paid-up Shares) standing registered in the name of a single person<br>for all moneys presently payable by him or his estate to the Company; but the Directors may at any time declare<br>any Share to be wholly or in part exempt from the provision of this Article. The Company’s lien, if any, on a Share<br>shall extend to all dividends payable thereon.<br>8.The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien,<br>but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the<br>expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the amount in<br>respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of<br>the Share, or the persons entitled thereto by reason of his death or bankruptcy.<br>9.For giving effect to any such sale, the Directors may authorise some person to transfer the Shares sold to the<br>purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and<br>he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected<br>by any irregularity or invalidity in the proceedings in reference to the sale.<br>10.The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in<br>respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not<br>presently payable as existed upon the Shares prior to the sale) be paid to the person entitled to the Shares at the<br>date of the sale.<br>CALLS ON SHARES<br>11.The Directors may from time to time make calls upon the Members in respect of any moneys unpaid on their<br>Shares provided that no call shall be payable earlier than one month from the last call; and each Member shall<br>(subject to receiving at least fourteen days, notice specifying the time or times of payment) pay to the Company<br>at the time or times so specified the amount called on his Shares.<br>12. The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.<br>Filed: 28-Jul-2025 04:25 EST<br>www.verify.gov.ky File#: 332059 Auth Code: D24961707506
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5<br>13.If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the person<br>from whom the sum is due shall pay interest upon the sum at the rate of six per cent per annum from the day<br>appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive<br>payment of that interest wholly or in part.<br>14.The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the<br>case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time,<br>whether on account of the amount of the Share, or by way of premium, as if the same had become payable by<br>virtue of a call duly made and notified.<br>15.The Directors may make arrangements on the issue of Shares for a difference between the holders in the amount<br>of calls to be paid and in the times of payment.<br>16.The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the<br>moneys uncalled and unpaid upon any Shares held by him; and upon all or any of the moneys so advanced may<br>(until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding<br>without the sanction at the Company in general meeting six per cent per annum) as may be agreed upon between<br>the Member paying the sum in advance and the Directors.<br>FORFEITURE OF SHARES<br>17.If a Member fails to pay any call or installment of a call on the day appointed for payment thereof, the Directors<br>may, at any time thereafter during such time as any part of such call or installment remains unpaid, serve a notice<br>on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may<br>have accrued.<br>18.The notice shall name a further day (not earlier than the expiration of fourteen days from the date of the notice)<br>on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed, the Shares in respect of which the call was made will be liable to be<br>forfeited.<br>19.If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the<br>notice has been given may at any time thereafter, before the payment required by the notice has been made, be<br>forfeited by a resolution of the Directors to that effect.<br>20.A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think<br>fit, and at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the Directors<br>think fit.<br>21.A person whose Shares have been forfeited shall cease to be a Member in respect of the forfeited Shares, but<br>shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were<br>payable by him to the Company in respect of the Shares, but his liability shall cease if and when the Company<br>receives payment in full of the amount due on the Shares.<br>22.A statutory declaration in writing that the declarant is a Director of the Company, and that a Share in the<br>Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts<br>therein stated as against all persons claiming to be entitled to the Share. The Company may receive the<br>consideration, if any, given for the Share on any sale or disposition thereof and may execute a transfer of the<br>Share in favour of the person to whom the Share is sold or disposed of and he shall thereupon be registered as the<br>holder of the Share, and shall not be bound to see to the application of the purchase money, if any, nor shall his<br>title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale<br>or disposal of the Share.<br>23.The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the<br>terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by<br>way of premium, as if the same had been made payable by virtue of a call duly made and notified.<br>Filed: 28-Jul-2025 04:25 EST<br>www.verify.gov.ky File#: 332059 Auth Code: D24961707506
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6<br>TRANSFER AND TRANSMISSION OF SHARES<br>24.The instrument of transfer of any Share shall be executed by or on behalf of the transferor (but need not be<br>executed by or on behalf of the transferee unless the Share has been issued nil paid), and the transferor shall be<br>deemed to remain a holder of the Share until the name of the transferee is entered in the Register of Members in<br>respect thereof.<br>25.Shares shall be transferred in the following form, or in any usual or common form approved by the Directors:<br>I, _____________ of ____________ in consideration of the sum of $____ paid to me by _____________ of<br>______________ (hereinafter called “the Transferee”) do hereby transfer to the Transferee the __ Share (or<br>Shares) numbered __ in the Company called [ ], to hold the same unto the Transferee, subject to the several<br>conditions on which I hold the same.<br>As witness our hands on the ______ day of __________ 20____.<br>______________________________________<br>Transferor<br>26.The Directors may, in their absolute discretion and without assigning any reason therefore decline to register any<br>transfer of Shares to a person of whom they do not approve. The Directors may also suspend the registration of<br>transfers at such times and for such periods (not exceeding thirty days in aggregate in each year) as the Directors<br>may from time to time determine. The Directors may decline to recognise any instrument of transfer unless (a) a<br>fee not exceeding one dollar is paid to the Company in respect thereof, and (b) the instrument of transfer is<br>accompanied by the certificate of the Shares to which it relates, and such other evidence as the Directors may<br>reasonably require to show the right of the transferor to make the transfer.<br>If the Directors refuse to register a transfer of Shares, they shall within one month after the date on<br>which the transfer was lodged with the Company, send to the transferee notice of the refusal.<br>27.The legal personal representative of a deceased sole holder of a Share shall be the only person recognised by the<br>Company as having any title to the Share. In case of a Share registered in the names of two or more holders, the<br>survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only persons<br>recognised by the Company as having any title to the Share.<br>28.Any person becoming entitled to a Share in consequence of the death or bankruptcy of a Member shall upon such<br>evidence being produced as may from time to time be properly required by the Directors, have the right either to<br>be registered as a Member in respect of the Share or, instead of being registered himself, to make such transfer of<br>the Share as the deceased or bankrupt person could have made; but the Directors shall, in either case, have the<br>same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the<br>deceased or bankrupt person before the death or bankruptcy.<br>29.A person becoming entitled to a Share by reason of the death or bankruptcy of the holder shall be entitled to the<br>same dividends and other advantages to which he would be entitled if he were the registered holder of the Share,<br>except that he shall not, before being registered as a Member in respect of the Share, be entitled in respect of it to<br>exercise any right conferred by membership in relation to meetings of the Company.<br>CONVERSION OF SHARES INTO STOCK<br>30.The Company may by ordinary Resolution convert any paid-up Shares into stock, and reconvert any stock into<br>paid-up Shares of any denomination.<br>Filed: 28-Jul-2025 04:25 EST<br>www.verify.gov.ky File#: 332059 Auth Code: D24961707506
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7<br>31.The holders of stock may transfer the same, or any part thereof in the same manner and subject to the same<br>regulations as and subject to which the Shares from which the stock arose might prior to conversion have been<br>transferred, or as near thereto as circumstances admit; but the Directors may from time to time fix the minimum<br>amount of stock transferable, and restrict or forbid the transfer of fractions of that minimum, but the minimum<br>shall not exceed the nominal amount of the Shares from which the stock arose.<br>32.The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges<br>and advantages as regards dividends, voting at meetings of the Company and other matters as if they held the<br>Shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and<br>profits of the Company) shall be conferred by any such aliquot part of stock as would not, if existing as Shares,<br>have conferred that privilege or advantage.<br>33.Such of the Articles of the Company as are applicable to paid-up Shares shall apply to stock, and the words<br> “Share” and “Member” herein shall include “stock” and “stock-holder”.<br>ALTERATION OF CAPITAL<br>34.The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be<br>divided into Shares of such amount, as the resolution shall prescribe.<br>35.Subject to any direction to the contrary that may be given by the Company in general meeting, all new Shares<br>shall be at the disposal of the Directors in accordance with Article 6.<br>36.The new Shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer,<br>transmission, forfeiture and otherwise as the Shares in the original share capital.<br>37. The Company may by Ordinary Resolution:<br>(a)consolidate and divide all or any of its Share capital into Shares of larger amount than its existing Shares;<br>(b)sub-divide its existing Shares, or any of them, into Shares of smaller amount than is fixed by the Memorandum of<br>Association, subject nevertheless to the provisions of section 13 of the Act; and<br>(c)cancel any Shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by<br>any person.<br>37A.Subject to the Companies Act, the Company may by Special Resolution from time to time reduce its share capital<br>in any way, and in particular, without prejudice to the generality of the foregoing power, may:<br>(a) cancel any paid-up share capital which is lost, or which is not represented by available assets; or<br>(b) pay off any paid-up share capital which is in excess of the requirements of the Company,<br>and may, if and so far as is necessary, alter the Memorandum of Association by reducing the amounts of its share<br>capital and of its Shares accordingly.<br>38.Subject to the provisions of the Act and the Memorandum of Association, the Company may purchase its own<br>Shares, including any redeemable Shares, provided that the manner of purchase has first been authorised by<br>Ordinary Resolution or by resolution of the Directors and may make payment therefor or for any redemption of<br>Shares in any manner authorised by the Act, including out of capital.<br>RIGHTS OF CLASS A ORDINARY SHARES AND CLASS B ORDINARY SHARES<br>Filed: 28-Jul-2025 04:25 EST<br>www.verify.gov.ky File#: 332059 Auth Code: D24961707506
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8<br>39.Except as otherwise provided in these Articles, holders of Class A Ordinary Shares and Class B Ordinary Shares<br>shall at all times vote together as one class on all resolutions submitted to a vote by the Shareholders. At any<br>general meeting, each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters<br>subject to vote at general meetings of the Company, and each Class B Ordinary Share shall entitle the holder<br>thereof to twenty (20) votes on all such matters.<br>40.Each Class A Ordinary Share confers upon the holder thereof the right to receive dividends as provided for in<br>these Articles. Class B Ordinary Shares do not confer upon the holders thereof any rights to receive dividends.<br>41.Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Class B<br>Ordinary Shares are convertible into Class A Ordinary Shares on a one for one basis at the option of the holder of<br>such Class B Ordinary Shares, provided that the applicable conversion ratio for Class B Ordinary Shares shall be<br>adjusted to account for (i) any subdivision (by share split, subdivision, exchange, capitalisation, rights issue,<br>reclassification, recapitalisation or otherwise) or combination (by reverse share split, share consolidation,<br>exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class<br>A Ordinary Shares in issue into a greater or lesser number of shares occurring after the adoption of these Articles<br>without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation<br>of the Class B Ordinary Shares in issue, and (ii) any subdivision (by share split, subdivision, exchange,<br>capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by reverse share split,<br>share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or<br>recapitalisation of the Class B Ordinary Shares in issue into a greater or lesser number of shares occurring after<br>the adoption of these Articles without a proportionate and corresponding subdivision, combination or similar<br>reclassification or recapitalisation of the Class A Ordinary Shares in issue. References in this Article 41 to<br> “convert” (or similar terms) shall mean the compulsory redemption without notice of Class B Ordinary Shares of<br>any shareholder and, on behalf of such shareholder, automatic application of such redemption proceeds in paying<br>for such new Class A Ordinary Shares into which the Class B Ordinary Shares have been converted at a price per<br>Class B Ordinary Share necessary to give effect to a conversion calculated on the basis that the Class A Ordinary<br>Shares to be issued as part of the conversion will be issued at par.<br>42.Except as set out in the preceding Articles 39, 40 and 41, the Class A Ordinary Shares and the Class B Ordinary<br>Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and<br>restrictions.<br>STATUTORY MEETINGS<br>43.If required by the Act the Directors shall hold at least one Directors’ meeting in the Cayman Islands in each<br>calendar year.<br>GENERAL MEETINGS<br>44.The Directors may whenever they think fit, convene a general meeting. If at any time there are not sufficient<br>Directors capable of acting to form a quorum, any Director, or any one or more Members holding Shares<br>representing in the aggregate not less than one-third of the total voting rights of all of the issued Shares entitled to<br>vote, may convene a general meeting in the same manner as nearly as possible as that in which meetings may be<br>convened by the Directors. The Directors shall, upon the requisition in writing of one or more Members holding<br>Shares representing in the aggregate not less than one-tenth of the total voting rights of all of the issued Shares as<br>at the date of the requisition carries the right of voting at general meetings, convene a general meeting. Any such<br>requisition shall express the object of the meeting proposed to be called, and shall be left at the Registered Office<br>of the Company. If the Directors do not proceed to convene a general meeting within twenty-one days from the<br>date of such requisition being left as aforesaid, the requisitionists or any or either of them or any other Member or<br>Members holding Shares representing in the aggregate not less than one-tenth of the total voting rights of all of<br>the issued Shares as at the date of the requisition carries the right of voting at general meetings, may convene a<br>general meeting to be held at the Registered Office of the Company or at some convenient place within the<br>Cayman Islands at such time, subject to the Company’s Articles as to notice, as the persons convening the<br>meeting fix.<br>Filed: 28-Jul-2025 04:25 EST<br>www.verify.gov.ky File#: 332059 Auth Code: D24961707506
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9<br>45.Not less than seven days notice (exclusive of the day on which the notice is served or deemed to be served, but<br>inclusive of the day for which the notice is given) specifying the place, the day and the hour of meeting and, in<br>the case of special business, the general nature of that business shall be given in manner hereinafter provided, or<br>in such other manner (if any) as may be prescribed by the Company in general meeting, to such persons as are<br>entitled to vote or may otherwise be entitled under the Articles of the Company to receive such notices from the<br>Company; but with the consent of all the Members entitled to receive notice of some particular meeting, that<br>meeting may be convened by such shorter notice or without notice and in such manner as those Members may<br>think fit.<br>46.The accidental omission to give notice of a meeting to, or the non-receipt of a notice of a meeting by, any<br>Member entitled to receive notice shall not invalidate the proceedings at any meeting.<br>47.(a)No business shall be transacted at any general meeting unless a quorum of Members is present at the time that<br>the meeting proceeds to business; save as herein otherwise provided, one or more Members holding Shares<br>representing in the aggregate not less than one-third of the total voting rights of all of the issued Shares<br>entitled to vote present in person or by proxy and entitled to vote shall be a quorum.<br>(b)An Ordinary Resolution or a Special Resolution (subject to the provisions of the Act) in writing signed by all the<br>Members for the time being entitled to receive notice of and to attend and vote at general meetings, (or being<br>corporations by their duly authorised representatives) including a resolution signed in counterpart by or on behalf<br>of such Members or by way of signed telefax transmission, shall be as valid and effective as if the same had been<br>passed at a general meeting of the Company duly convened and held.<br>48.If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened<br>upon the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in<br>the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an<br>hour from the time appointed for the meeting, the Members present shall be a quorum.<br>49.The chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of the<br>Company.<br>50.If there is no such chairman, or if at any meeting he is not present within fifteen minutes after the time appointed<br>for holding the meeting or is unwilling to act as chairman, the Members present shall choose one of their number<br>to be chairman.<br>51.The chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the<br>meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at<br>any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took<br>place. When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the<br>case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of<br>the business to be transacted at an adjourned meeting.<br>52.At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a<br>poll is (before or on the declaration of the result of the show of hands) demanded by the chairman of the meeting,<br>by a resolution of the Directors or by one or more Members present in person or by a proxy who together hold<br>Shares representing not less than fifteen per cent of the total voting rights of all of the issued Shares entitled to<br>vote, and, unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands,<br>been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the minutes<br>of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or<br>proportion of the votes recorded in favour of, or against, that resolution.<br>53.If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall<br>be deemed to be the resolution of the meeting at which the poll was demanded.<br>Filed: 28-Jul-2025 04:25 EST<br>www.verify.gov.ky File#: 332059 Auth Code: D24961707506
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10<br>54.In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at<br>which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting<br>vote.<br>55.A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll<br>demanded on any other question shall be taken at such time as the chairman of the meeting directs.<br>VOTES OF MEMBERS<br>56.On a show of hands every Member present in person or by proxy and entitled to vote shall have one vote and on<br>a poll every Member entitled to vote shall have one (1) vote for each Class A Ordinary Share of which he is the<br>holder and twenty (20) votes for each Class B Ordinary Share of which he is the holder.<br>57.In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy, shall be<br>accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined<br>by the order in which the names stand in the Register of Members.<br>58.A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in<br>lunacy, may vote, whether on a show of hands or on a poll, by his committee or other person in the nature of a<br>committee appointed by that court, and any such committee or other person may vote by proxy.<br>59.No Member shall be entitled to vote at any general meeting, unless all calls or other sums presently payable by<br>him in respect of Shares in the Company have been paid.<br>60. On a poll votes may be given either personally or by proxy.<br>61.The instrument appointing a proxy shall be in writing under the hand of the Member or, if the Member is a<br>corporation, either under seal or under the hand of a director or officer or attorney duly authorised. A proxy need<br>not be a Member of the Company.<br>62.The instrument appointing a proxy shall be deposited at the Registered Office of the Company or at such other<br>place as is specified for that purpose in the notice convening the meeting no later than the time for holding the<br>meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the<br>instrument of proxy shall not be treated as valid PROVIDED THAT the chairman of the meeting may in his<br>discretion accept an instrument of proxy sent by telex or telefax upon receipt of telex or telefax confirmation that<br>the signed original thereof has been sent.<br>63.An instrument appointing a proxy may be in the following form or any other form approved by the Directors:<br>[ ]<br>I, __________________________, of _______________________, hereby appoint<br>__________________________ of _______________________ as my proxy, to vote for me and on my<br>behalf at the general meeting of the Company to be held on the ______ day of ________________, 20___.<br>Signed this ______ day of ________________________, 20___.<br>64.The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a<br>poll.<br>CORPORATIONS ACTING BY REPRESENTATIVES AT MEETING<br>Filed: 28-Jul-2025 04:25 EST<br>www.verify.gov.ky File#: 332059 Auth Code: D24961707506
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11<br>65.Any corporation which is a Member of the Company may by resolution of its Directors or any committee of the<br>Directors authorise such person as it thinks fit to act as its representative at any meeting of the Company or of<br>any class of Members of the Company, and the person so authorised shall be entitled to exercise the same powers<br>on behalf of the corporation which he represents as that corporation could exercise if it were an individual<br>Member of the Company.<br>DIRECTORS AND OFFICERS<br>66.(a)<br>The names of the first Directors shall be determined in writing by the subscribers of the Memorandum of<br>Association.<br>(b)Notwithstanding any provision in these Articles to the contrary, a sole Director shall be entitled to exercise all of<br>the powers and functions of the Directors which may be conferred on them by the Act or by these Articles.<br>67.The remuneration of the Directors shall from time to time be determined by the Company in general meeting or<br>by resolution of the Directors or any committee of the Directors. The Directors shall also be entitled to be paid<br>their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from<br>meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise<br>in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be<br>determined by the Directors from time to time, or a combination partly of one such method and partly the other.<br>68.No shareholding qualification shall be required for Directors unless otherwise required by the Company by<br>Ordinary Resolution.<br>69.Any Director may in writing appoint another person who is approved by the majority of the Directors to be his<br>alternate to act in his place at any meeting of the Directors at which he is unable to be present. Every such<br>alternate shall be entitled to notice of meetings of the Directors and to attend and vote there at as a Director when<br>the person appointing him is not personally present, and where he is a Director, to have a separate vote on behalf<br>of the Director he is representing in addition to his own vote. A Director may at any time, in writing, revoke the<br>appointment of an alternate appointed by him and such appointment shall be revoked automatically if the<br>appointor of the alternate ceases to be a Director at any time. Every such alternate shall be an officer of the<br>Company and shall not be deemed to be the agent of the Director appointing him. The remuneration of such<br>alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall<br>be agreed between them.<br>70.The Directors may by resolution, appoint one of their number to be President upon such terms as to duration of<br>office, remuneration and otherwise as they may think fit.<br>71.The Directors may also by resolution appoint a Secretary and such other officers as may from time to time be<br>required upon such terms as to duration of office, remuneration and otherwise as they may think fit. Such<br>Secretary or other officers need not be Directors and in the case of the other officers may be ascribed such titles<br>as the Directors may decide.<br>POWERS AND DUTIES OF DIRECTORS<br>72.The business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up<br>and registering the Company and may exercise all such powers of the Company as are not, by the Act or these<br>Articles, required to be exercised by the Company in general meeting, subject, nevertheless, to any clause of<br>these Articles, to the provisions of the Act, and to such regulations, being not inconsistent with the aforesaid<br>clauses or provisions, as may be prescribed by the Company in general meeting but no regulation made by the<br>Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that<br>regulation had not been made.<br>Filed: 28-Jul-2025 04:25 EST<br>www.verify.gov.ky File#: 332059 Auth Code: D24961707506
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12<br>73.The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its<br>undertaking, property and uncalled capital or any part thereof, to issue debentures, debenture stock and other<br>securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of<br>any third party.<br>74.(a)The Directors may from time to time and at any time by power of attorney appoint any company, firm or<br>person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or<br>attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding<br>those vested in or exercisable by the Directors under these Articles) and for such period and subject to such<br>conditions as they may think fit, and any such powers of attorney may contain such provisions for the<br>protection and convenience of persons dealing with any such attorney as the Directors may think fit and may<br>also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.<br>(b)The Directors may delegate any of the powers exercisable by them to a Managing Director or any other person<br>or persons acting individually or jointly as they may from time to time by resolution appoint upon such terms<br>and conditions (including without limitation as to duration of office and remuneration) and with such<br>restrictions as they may think fit, and may from time to time by resolution revoke, withdraw, alter or vary all<br>or any such powers.<br>(c)All cheques promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for<br>moneys paid to the Company shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may<br>be, in such manner as the Directors shall from time to time by resolution determine.<br>75. The Directors shall cause minutes to be prepared:-<br>(a) of all appointments of officers made by the Directors;<br>(b)of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;<br>(c)of all resolutions and proceedings at all meetings of the Members of the Company and of the Directors and of<br>committees of Directors; and the chairman of all such meetings or of any meeting confirming the minutes thereof<br>shall sign the same.<br>DISQUALIFICATION AND CHANGES OF DIRECTORS<br>76. The office of Director shall be vacated if the Director:-<br>(a) becomes bankrupt or makes any arrangement or composition with his creditors generally; or<br>(b) is found to be or becomes of unsound mind; or<br>(c) resigns his office by notice in writing to the Company.<br>77.The number of Directors shall be not less than one, nor unless the Company in general meeting may otherwise<br>determine, more than ten.<br>78. Any casual vacancy occurring in the Board of Directors may be filled by the Directors.<br>79.The Company may by Ordinary Resolution or by resolution of the Directors at any time, and from time to time,<br>appoint a person as an additional Director or persons as additional Directors.<br>80.The Company may by Ordinary Resolution or by resolution of the Directors remove a Director before the<br>expiration of his period of office, and may by Ordinary Resolution or by resolution of the Directors appoint<br>another person in his stead.<br>Filed: 28-Jul-2025 04:25 EST<br>www.verify.gov.ky File#: 332059 Auth Code: D24961707506
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13<br>PROCEEDINGS OF DIRECTORS<br>81.The Directors may meet together (either within or without the Cayman Islands) for the dispatch of business,<br>adjourn, and otherwise regulate their meetings and proceedings, as they think fit. Questions arising at any<br>meeting shall be decided by a majority of votes. In case of an equality of votes the chairman shall have a second<br>or casting vote.<br>82.A Director or alternate Director may, and the Secretary on the requisition of a Director or alternate Director shall,<br>at any time, summon a meeting of Directors by at least five days notice in writing to every Director and alternate<br>Director which notice shall set forth the general nature of the business to be considered PROVIDED HOWEVER<br>that notice may be waived by all the Directors (or their alternates) either at, before or after the meeting is held<br>PROVIDED FURTHER that notice or waiver thereof may be given by telex or telefax.<br>83.The quorum necessary for the transaction of the business of the Directors, may be fixed by the Directors and<br>unless so fixed by the Directors, shall be two Directors save where the subscriber of the Memorandum of<br>Association or the Members in general meeting have appointed a sole Director when such Director acting alone<br>shall constitute a quorum. For the purpose of this Article, an alternate appointed by a Director shall be counted in<br>a quorum at a meeting at which the Director appointing him is not present.<br>84.The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number<br>is reduced below the number fixed by or pursuant to the Articles of the Company as the necessary quorum of<br>Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number,<br>or of summoning a general meeting of the Company, but for no other purpose.<br>85.Any Director or officer may act by himself or his firm in a professional capacity for the Company, and he or his<br>firm shall be entitled to remuneration for professional services as if he were not a Director or officer PROVIDED<br>THAT nothing herein contained shall authorise a Director or officer or his firm to act as Auditor of the Company.<br>86.No person shall be disqualified from the office of Director or alternate Director or prevented by such office from<br>contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any<br>contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director<br>shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so<br>contracting or being so interested be liable to account to the Company for any profit realised by any such contract<br>or transaction by reason of such Director or alternate Director holding office or of the fiduciary relation thereby<br>established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any<br>contract or transaction in which he is so interested as aforesaid PROVIDED HOWEVER that the nature of the<br>interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him or the<br>alternate Director appointed by him at or prior to its consideration and any vote thereon and a general notice that<br>a Director or alternate Director is a shareholder of any specified firm or company and/or is to be regarded as<br>interested in any transaction with such firm or company shall be sufficient disclosure hereunder and after such<br>general notice it shall not be necessary to give special notice relating to any particular transaction.<br>87.The Directors may elect a chairman of their meetings and determine the period for which he is to hold office; but<br>if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time<br>appointed for holding the same, the Directors present may choose one of their number to be chairman of the<br>meeting.<br>88.The Directors may delegate any of their powers to committees consisting of such member or members of their<br>body as they think fit; any committee so formed shall, in the exercise of the powers so delegated, conform to any<br>regulations that may be imposed on it by the Directors.<br>89.A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the<br>chairman is not present within five minutes after the time appointed for holding the same, the members present<br>may choose one of their number to be chairman of the meeting.<br>Filed: 28-Jul-2025 04:25 EST<br>www.verify.gov.ky File#: 332059 Auth Code: D24961707506
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14<br>90.A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a<br>majority of votes of the members present and in case of an equality of votes the chairman shall not have a second<br>or casting vote.<br>91.All acts done by any meeting of the Directors or of a committee of Directors, or by any person acting as a<br>Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of<br>any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if<br>every such person had been duly appointed and was qualified to be a Director.<br>92.Upon the Directors (being in number at least a quorum) signing the minutes of a meeting of the Directors the<br>same shall be deemed to have been duly held notwithstanding that the Directors have not actually come together<br>or that there may have been a technical defect in the proceedings. A resolution signed by all such Directors,<br>including a resolution signed in counterpart by the Directors or by way of signed telefax transmission, shall be as<br>valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted. To the extent<br>permitted by law, the Directors may also meet by telephone conference call where all Directors are capable of<br>speaking to and hearing the other Directors at the same time.<br>SEALS AND DEEDS<br>93.(a)If the Directors determine that the Company shall have a common Seal, the Directors shall provide for the safe<br>custody of the common Seal and the common Seal of the Company shall not be affixed to any instrument<br>except by the authority of a resolution of the Directors, and in the presence of a Director and of the Secretary<br>or, in place of the Secretary, by such other person as the Directors may appoint for the purpose; and that<br>Director and the Secretary or other person as aforesaid shall sign every instrument to which the common Seal<br>of the Company is so affixed in their presence. Notwithstanding the provisions hereof, annual returns and<br>notices filed under the Act may be executed either as a deed in accordance with the Act or by the common<br>Seal being affixed thereto in either case without the authority of a resolution of the Directors by one Director<br>or the Secretary.<br>(b)The Company may maintain a facsimile of any common Seal in such countries or places as the Directors shall<br>appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of the Directors<br>and in the presence of such person or persons as the Directors shall for this purpose appoint and such person or<br>persons as aforesaid shall sign every instrument to which the facsimile Seal of the Company is so affixed in<br>their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning<br>and effect as if the common Seal had been affixed in the presence of and the instrument signed by a Director<br>and the Secretary or such other person as the Directors may appoint for the purpose.<br>(c)In accordance with the Act, the Company may execute any deed or other instrument which would otherwise<br>be required to be executed under Seal by the signature of such deed or instrument as a deed by two Directors<br>of the Company or where there is a Sole Director of the Company, by such Sole Director, or by a Director and<br>the Secretary of the Company or, in place of the Secretary, by such other person as the Directors may appoint<br>or by any other person or attorney on behalf of the Company appointed by a deed or other instrument executed<br>as a deed by two Directors of the Company, or a Sole Director or by a Director and the Secretary or such other<br>person as aforesaid.<br>DIVIDENDS AND RESERVE<br>94.The Company may by Ordinary Resolution or by resolution of the Directors declare dividends, but no dividend<br>shall exceed the amount recommended by the Directors.<br>95. The Directors may from time to time pay to the Members interim dividends.<br>96.No dividend shall be paid otherwise than out of profits or out of monies otherwise available for dividend in<br>accordance with the Act.<br>Filed: 28-Jul-2025 04:25 EST<br>www.verify.gov.ky File#: 332059 Auth Code: D24961707506
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15<br>97.Subject to the rights of persons, if any, entitled to Shares with special rights as to dividends, all dividends on any<br>class of Shares not fully paid shall be declared and paid according to the amounts paid on the Shares of that class,<br>but if and so long as nothing is paid up on any of the Shares in the Company, dividends may be declared and paid<br>according to the number of Shares. No amount paid on a Share in advance of calls shall, while carrying interest,<br>be treated for the purposes of this article as paid on the Share.<br>98.The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as<br>they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for meeting<br>contingencies, or for equalising dividends, or for any other purpose to which the profits of the Company may be<br>properly applied, and pending such application may, at their like discretion, either be employed in the business of<br>the Company or be invested in such investments as the Directors may from time to time think fit.<br>99.If several persons are registered as joint holders of any Share, any of them may give effectual receipts for any<br>dividend or other monies payable on or in respect of the Share.<br>100.Any dividend may be paid by cheque or warrant sent through the post to the registered address of the Member<br>or person entitled thereto or in the case of joint holders to any one of such joint holders at his registered address<br>or to such person at such address as the Member or person entitled or such joint holders, as the case may be,<br>may direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or<br>to the order of such other person as the Member or person entitled or such joint holders, as the case may be, may<br>direct.<br>101.The Directors may declare that any dividend is paid wholly or partly by the distribution of specific assets and in<br>particular of paid-up shares, debentures or debenture stock of any other company or in any one or more of such<br>ways, and the Directors shall give effect to such resolution, and where any difficulty arises with regard to such<br>distribution, the Directors may settle the same as they, think expedient, and in particular may issue fractional<br>certificates and fix the value for distribution of such specific assets or any part thereof and may determine that<br>cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights<br>of all parties, and may vest any such specific assets in trustees as may seem expedient to the Directors.<br>102. No dividend shall bear interest against the Company.<br>CAPITALISATION OF PROFITS<br>103.The Company may upon the recommendation of the Directors by Ordinary Resolution authorise the Directors to<br>capitalise any sum standing to the credit of any of the Company’s reserve accounts (including share premium<br>account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or<br>otherwise available for distribution and to appropriate such sums to Members in the proportions in which such<br>sum would have been divisible amongst them had the same been a distribution of profits by way of dividend<br>and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution<br>credited as fully paid up to and amongst them in the proportion aforesaid. In such event the Directors shall do<br>all action and things required to give effect to such capitalisation, with full power to the Directors to make such<br>provision as they think fit for the case of Shares becoming distributable in fractions (including provision<br>whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned).<br>The Directors may authorise any person to enter on behalf of all the Members interested into an agreement with<br>the Company providing for such capitalisation and matters incidental thereto and any agreement made under<br>such authority shall be effective and binding on all concerned.<br>ACCOUNTS<br>104.The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from<br>time to time by the Company by Ordinary Resolution or failing such determination by the Directors of the<br>Company.<br>Filed: 28-Jul-2025 04:25 EST<br>www.verify.gov.ky File#: 332059 Auth Code: D24961707506
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16<br>105.The Company may by Ordinary Resolution from time to time determine or, failing such determination, the<br>Directors may from time to time determine that Auditors shall be appointed and that the accounts relating to the<br>Company’s affairs shall be audited in such manner as the Company by Ordinary Resolution or the Directors (as<br>the case may be) shall determine PROVIDED THAT nothing contained in this Article shall require Auditors to<br>be appointed or the accounts relating to the Company’s affairs to be audited.<br>WINDING UP<br>106.If the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution of the<br>Company and any other sanction required by the Act, divide amongst the Members in specie or kind the whole<br>or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and<br>may for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may<br>determine how such division shall be carried out as between the Members or different classes of Members. The<br>liquidator may with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for<br>the benefit of the contributors as the liquidator, with the like sanction, shall think fit, but so that no Member<br>shall be compelled to accept any Shares or other securities upon which there is any liability. This Article is to be<br>without prejudice to the rights of the holders of Shares issued upon special terms and conditions.<br>107.If the Company shall be wound up and the assets available for distribution amongst the Members as such shall<br>be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that, as nearly as may<br>be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been<br>paid up, at the commencement of the winding up, on the Shares held by them respectively. And if in a winding<br>up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of<br>the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the<br>Members in proportion to the capital paid up at the commencement of the winding up on the Shares held by<br>them respectively. This Article is to be without prejudice to the rights of the holders of Shares issued upon<br>special terms and conditions.<br>NOTICES<br>108.(a)A notice may be given by the Company to any Member either personally or by sending it by post, telex or<br>telefax to him to his registered address, or (if he has no registered address) to the address, if any, supplied by<br>him to the Company for the giving of notices to him.<br>(b)Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing,<br>prepaying, and posting a letter containing the notice ( by airmail if the address is outside the Cayman Islands)<br>and to have been effected, in the case of a notice of a meeting at the expiration of three days after the time at<br>which the letter would be delivered in the ordinary course of post.<br>(c)Where a notice is sent by telex or telefax, service of the notice shall be deemed to be effected by properly<br>addressing and sending such notice through the appropriate transmitting medium and to have been effected on<br>the day the same is sent.<br>109.If a Member has no registered address and has not supplied to the Company an address for the giving of notice<br>to him, a notice addressed to him and advertised in a newspaper circulating in the Cayman Islands shall be<br>deemed to be duly given to him at noon on the day following the day on which the newspaper is circulated and<br>the advertisement appeared therein.<br>110.A notice may be given by the Company to the joint holders of a Share by giving the notice to the joint holder<br>named first in the Register of Members in respect of the Share.<br>Filed: 28-Jul-2025 04:25 EST<br>www.verify.gov.ky File#: 332059 Auth Code: D24961707506
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17<br>111.A notice may be given by the Company to the person entitled to a Share in consequence of the death or<br>bankruptcy of a Member by sending it through the post in a prepaid letter addressed to them by name, or by the<br>title of representatives of the deceased, or trustee of the bankrupt, or by any like description, at the address, if<br>any supplied for the purpose by the persons claiming to be so entitled or (until such an address has been so<br>supplied) by giving the notice in any manner in which the same might have been given if the death or<br>bankruptcy had not occurred.<br>112. Notice of every general meeting shall be given in the same manner hereinbefore authorised to:<br>(a)every Member entitled to vote, except those Members entitled to vote who (having no registered address) have<br>not supplied to the Company an address for the giving of notices to them; and<br>(b)every person entitled to a Share in consequence of the death or bankruptcy of a Member, who, but for his death<br>or bankruptcy would be entitled to receive notice of the meeting.<br>No other persons shall be entitled to receive notices of general meetings.<br>RECORD DATE<br>113.The Directors may fix in advance a date as the record date for any determination of Members entitled to notice<br>of or to vote at a meeting of the Members and, for the purpose of determining the Members entitled to receive<br>payment of any dividend, the Directors may, at or within 9 0 days prior to the date of the declaration of such<br>dividend, fix a subsequent date as the record date for such determination.<br>AMENDMENT OF MEMORANDUM AND ARTICLES<br>114.Subject to and insofar as permitted by the provisions of the Act, the Company may from time to time by Special<br>Resolution alter or amend its Memorandum of Association or these Articles in whole or in part provided<br>however that no such amendment shall effect the rights attaching to any class of shares without the consent or<br>sanction provided for in Article 3 (b).<br>ORGANISATION EXPENSES<br>115.The preliminary and organisation expenses incurred in forming the Company shall be paid by the Company and<br>may be amortised in such manner and over such period of time and at such rate as the Directors shall determine<br>and the amount so paid shall in the accounts of the Company, be charged against income and/or capital.<br>OFFICES OF THE COMPANY<br>116.Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of<br>its Registered Office. The Company, in addition to its Registered Office, may establish and maintain an office in<br>the Cayman Islands or elsewhere as the Directors may from time to time determine.<br>INDEMNITY<br>Filed: 28-Jul-2025 04:25 EST<br>www.verify.gov.ky File#: 332059 Auth Code: D24961707506
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18<br>117.Every Director and officer for the time being of the Company or any trustee for the time being acting in relation<br>to the affairs of the Company and their respective heirs, executors, administrators, personal representatives or<br>successors or assigns shall, in the absence of wilful neglect or default, be indemnified by the Company against,<br>and it shall be the duty of the Directors out of the funds and other assets of the Company to pay, all costs, losses,<br>damages and expenses, including travelling expenses, which any such Director, officer or trustee may incur or<br>become liable in respect of by reason of any contract entered into, or act or thing done by him as such Director,<br>officer or trustee or in any way in or about the execution of his duties and the amount for which such indemnity<br>is provided shall immediately attach as a lien on the property of the Company and have priority as between the<br>Members over all other claims. No such Director, officer or trustee shall be liable or answerable for the acts,<br>receipts, neglects or defaults of any other Director, officer or trustee or for joining in any receipt or other act for<br>conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of any<br>security in or upon which any of the monies of the Company shall be invested or for any loss of the monies of<br>the Company which shall be invested or for any loss or damage arising from the bankruptcy, insolvency or<br>tortious act of any person with whom any monies, securities or effects shall be deposited, or for any other loss,<br>damage or misfortune whatsoever which shall happen in or about the execution of the duties of his respective<br>office or trust or in relation thereto unless the same happens through his own wilful neglect or default.<br>FINANCIAL YEAR<br>118.Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each<br>year and, following the year of incorporation, shall begin on 1st January in each year.<br>TRANSFER BY WAY OF CONTINUATION<br>119.The Company shall, subject to the provisions of the Statute and, with the approval of a Special Resolution, have<br>the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the<br>Cayman Islands and the Directors may cause an application to be made to the Registrar of Companies to<br>deregister the Company.<br>Filed: 28-Jul-2025 04:25 EST<br>www.verify.gov.ky File#: 332059 Auth Code: D24961707506
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Exhibit 10.1

NEITHER THEISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVEBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFEREDFOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDERTHE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLYACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANTTO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONAFIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEWTHE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTEDBY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACEHEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUEDISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1). THE COMPANY WILL, BEGINNING TEN DAYS AFTER THE ISSUANCEDATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i).THE COMPANY MAY BE REACHED AT TELEPHONE NUMBER (347)556-4747.

BitOrigin Ltd

SERIESC-1 Senior Secured Convertible Note

Issuance<br> Date:  July 31, 2025	Original Principal<br> Amount: U.S. $1,338,506

FORVALUE RECEIVED, Bit Origin Ltd, a Cayman Islands exempted company (the “Company”), hereby promises to pay to the order of ATW Digital Asset Opportunities IV LLC 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”) when due, whether upon the Maturity Date, or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest 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, or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Series C-1 Senior Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement hereof, this “Note”) is one of an issue of Senior Secured Convertible Notes issued pursuant to the Securities Purchase Agreement, dated as of July 13, 2025 (the “Subscription Date”), by and among the Company and the investors (the “Buyers”) referred to therein, as amended from time to time (collectively, the “Notes”, and such other Senior Secured Convertible Notes, the “Other Notes”). Certain capitalized terms used herein are defined in Section 33.

1.            PAYMENTS OF PRINCIPAL. On the Maturity Date, the Company shall pay to the Holder an amount in cash (excluding any amounts paid in Ordinary Shares on the Maturity Date in accordance with Section 9) representing all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges (as defined in Section 26(c)) 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)            Interest on this Note shall commence accruing on the Issuance Date and shall accrue on all outstanding principal amounts and shall be computed on the basis of a 360-day year and twelve 30-day months and shall be payable in arrears on the first calendar day of each calendar quarter (each, an “Interest Date”) with the first Interest Date being October 1, 2025. Interest shall be payable on each Interest Date, to the record holder of this Note on the applicable Interest Date, in Ordinary Shares (“Interest Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or in a combination of Cash Interest and Interest Shares. The Company shall deliver a written notice (each, an “Interest Election Notice”) to each holder of the Notes on or prior to the sixth (6^th^) Trading Day prior to the applicable Interest Date (the date such notice is delivered to all of the holders of Notes, the “Interest Notice Date”) which notice (i) either (A) confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as Cash Interest or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of Interest, if any, that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions Failure. If an Equity Conditions Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs at any time prior to the Interest Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest shall be paid in cash. Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a)) of Ordinary Shares equal to the quotient of (1) the amount of Interest payable on such Interest Date less any Cash Interest paid and (2) the Interest Conversion Price in effect on the applicable Interest Date.

(b)            When any Interest Shares are to be paid on an Interest Date, the Company shall (i) (A) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Interest Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (B) if the Transfer Agent is not participating in FAST, issue and deliver on the applicable Interest Date, to the address set forth in the register maintained by the Company for such purpose pursuant to the Securities Purchase Agreement or to such address as specified by the Holder in writing to the Company at least two (2) Business Days prior to the applicable Interest Date, a certificate, registered in the name of the Holder or its designee, for the number of Interest Shares to which the Holder shall be entitled and (ii) with respect to each Interest Date, pay to the Holder, in cash by wire transfer of immediately available funds, the amount of any Cash Interest; provided further, that, in the event of the Conversion Floor Price Condition, on the applicable Interest Date the Company shall also deliver to the Holder the applicable Interest Floor Amount.

(c)            Prior to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate on all outstanding principal amounts and be payable by way of inclusion of the Interest in the Conversion Amount on each Conversion Date in accordance with Section 3(b)(i) or upon any redemption in accordance with Section 13 or any required payment upon any Bankruptcy Event of Default. From and after the occurrence and during the continuance of any Event of Default, the Interest Rate shall automatically be adjusted on each Trading Day in which an Event of Default is continuing to the sum of (x) the Interest Rate then in effect on such date of determination and (y) five percent (5.0%) per annum (the “Default Rate”). In the event that such Event of Default is subsequently cured (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), the adjustment referred to in the preceding sentence shall cease to be effective as of the calendar day immediately following the date of such cure; provided that the Interest as calculated and unpaid at such increased rate 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 of such Event of Default.

3.            CONVERSION OF NOTES. At any time after the date hereof, 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 date hereof, the Holder shall be entitled to convert 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)            “ConversionAmount” 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 (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)            “ConversionPrice” means, as of any Conversion Date or other date of determination, $0.395, subject to adjustment as provided herein.

(i)            Optional Conversion. To convert any Conversion Amount into Ordinary Shares on any date (a “Conversion Date”), the Holder shall deliver (whether via 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 (each, a “Conversion Notice”) to the Company. If required by Section 3(c)(iii), within one (1) Trading Day 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 20(b)). On the date of receipt of a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment, in the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and representation as to whether such Ordinary Shares may then be resold pursuant to Rule 144 or an effective and available registration statement (each, an “Acknowledgement”) to the Holder and the Transfer Agent 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 first (1^st^) 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 “ShareDelivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in FAST, 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 FAST, 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 20(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; provided, that the Holder shall be deemed to have waived any voting rights of any such Ordinary Shares that may arise during the period commencing on such Conversion Date, through, and including, such applicable Share Delivery Deadline (each, an “Conversion Period”), as necessary, such that the aggregate voting rights of any Ordinary Shares beneficially owned by the Holder and/or any Attribution Parties, collectively, on any such applicable date shall not exceed the Maximum Percentage (as defined below) as a result of any such conversion of this Note. 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) 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 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, 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 FAST, 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 FAST, 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 “ConversionFailure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such Ordinary Shares is not timely effected an amount equal to 2% of the product of (A) the sum of the number of Ordinary Shares not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (B) any trading price of the Ordinary Shares selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Deadline and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (A) if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such Ordinary Shares on the Company’s share register or, if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder or the Holder’s designee with DTC for the number of Ordinary Shares to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below or (B) a Notice Failure occurs, and if on or after such Share Delivery Deadline the Holder acquires (in an open market transaction, stock loan or otherwise) 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 one (1) Business Day 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, stock loan costs and other out-of-pocket expenses, if any) for the Ordinary Shares so acquired (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue 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 to issue such Ordinary Shares) shall terminate, or (II) 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 registered 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 20, 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 25.

(d)            Limitations on Conversions. 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 4.99% (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 shares or 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 3(d). For purposes of this Section 3(d), 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-F, Report of Foreign 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), 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. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61^st^) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61^st^) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. 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) 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) 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 amended, modified or waived and shall apply to a successor holder of this Note.

(e)            Right of Alternate Conversion.

(i)             General.

(1)            Alternate Optional Conversion. Subject to Section 3(d), if on a Trading Day the aggregate dollar trading volume (as reported on Bloomberg) of the Ordinary Shares during the period commencing on 4:30 AM New York City time on such Trading Day through 11:00 AM, New York City time, on such Trading Day, is greater than or equal to than $150,000 (such time during such period that such aggregate dollar trading volume exceeds $150,000 on such Trading Day, each an “Alternate Optional Conversion Eligibility Time”, and such period, each an “Alternate Optional Conversion Eligibility Measuring Period”), at the option of the Holder at any time on or after such applicable Alternate Optional Conversion Eligibility Time on such applicable Trading Day, the Holder may convert (each, an “Alternate Optional Conversion”, and the date of such Alternate Optional Conversion, an “Alternate OptionalConversion Date”) all, or any part, of this Note into Ordinary Shares (such portion of the Conversion Amount subject to such Alternate Optional Conversion, the “Alternate Optional Conversion Amount”) at the Alternate Conversion Price. Notwithstanding the foregoing, at any time after the occurrence of an Event of Default, regardless as to whether such Event of Default is subsequently cured, the Alternate Optional Conversion Eligibility Time shall be deemed to have occurred as of 4:30AM New York City time on any such Trading Day thereafter.

(2)            Alternate Conversion Upon an Event of Default. Subject to Section 3(d), at any time after the occurrence of an Event of Default (regardless of whether such Event of Default has been cured, or if the Company has delivered an Event of Default Notice to the Holder or if the Holder has delivered an Event of Default Redemption Notice to the Company or otherwise notified the Company that an Event of Default has occurred), the Holder may, at the Holder’s option, convert (each, an “Alternate Event of Default Conversion” and together with each Alternate Optional Conversion, each, an “Alternate Conversion”, and the date of such Alternate Event of Default Conversion, each, an “Alternate Event of Default Conversion Date”, and together with each Alternate Optional Conversion Date, each, an “Alternate Conversion Date”) all, or any part of, the Conversion Amount (such portion of the Conversion Amount subject to such Alternate Conversion, the “Alternate Event of Default Conversion Amount” and together with each Alternate Optional Conversion Amount, each, an “Alternate Conversion Amount”) into Ordinary Shares at the Alternate Conversion Price.

(ii)            Mechanics of Alternate Conversion. On any Alternate Conversion Date, the Holder may voluntarily convert any Alternate Conversion Amount pursuant to Section 3(c) (with “Alternate Conversion Price” replacing “Conversion Price” for all purposes hereunder with respect to such Alternate Conversion and, solely with respect to the calculation of the number of Ordinary Shares issuable upon conversion of any Conversion Amount in an Alternate Event of Default Conversion, with “Redemption Premium of the Conversion Amount” replacing “Conversion Amount” in clause (x) of the definition of Conversion Rate above with respect to such Alternate Conversion) by designating in the Conversion Notice delivered pursuant to this Section 3(e) of this Note that the Holder is electing to use the Alternate Conversion Price for such conversion; provided that in the event of the Conversion Floor Price Condition, on the applicable Alternate Conversion Date the Company shall also deliver to the Holder the applicable Alternate Conversion Floor Amount solely to the extent that a Floor Price Event has occurred and is continuing for greater than forty (40) calendar days. Notwithstanding anything to the contrary in this Section 3(e), but subject to Section 3(d), until the Company delivers Ordinary Shares representing the applicable Alternate Conversion Amount to the Holder, such Alternate Conversion Amount may be converted by the Holder into Ordinary Shares pursuant to Section 3(c) without regard to this Section 3(e).

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 (ix), (x) and (xi) 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 five (5) consecutive days or for more than an aggregate of ten (10) days in any 365-day period (excluding days during an Allowable Grace Period (as defined in the Registration Rights Agreement));

(iii)           the suspension (or threatened suspension) from trading or the failure (or threatened failure) of the Ordinary Shares to be trading or listed (as applicable) on an Eligible Market for a period of five (5) consecutive Trading Days;

(iv)           the Company’s (A) failure to cure a Conversion Failure 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, 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);

(v)           except to the extent the Company is in compliance with Section 12(b) below, at any time following the tenth (10^th^) consecutive day that the Holder’s Authorized Share Allocation (as defined in Section 12(a) below) is less than 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),;

(vi)           the Company’s or any Subsidiary’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 or any Subsidiary’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 two (2) Trading Days;

(vii)          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 $250,000 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)           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;

(x)            the commencement by the Company or any Subsidiary 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 or any Subsidiary 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 any Subsidiary 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 or any Subsidiary 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;

(xi)            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;

(xii)          a final judgment or judgments for the payment of money aggregating in excess of $250,000 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 $250,000 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;

(xiii)         the Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace period, any payment with respect to any Indebtedness in excess of $250,000 due to any third party (other than, with respect to unsecured Indebtedness only, payments contested by the Company and/or such Subsidiary (as the case may be) in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP) or is otherwise in breach or violation of any agreement for monies owed or owing in an amount in excess of $250,000, 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 or any Subsidiary, which default or event of default would or is likely to have a material adverse effect on the business, assets, operations (including results thereof), liabilities, properties, condition (including financial condition) or prospects of the Company or any of its Subsidiaries, individually or in the aggregate;

(xiv)        other than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches any representation or warranty, 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;

(xv)         a false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that either (A) the Equity Conditions are satisfied, (B) there has been no Equity Conditions Failure, or (C) as to whether any Event of Default has occurred;

(xvi)         any breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 15 of this Note;

(xvii)        any Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs;

(xviii)       any provision of any Transaction Document (including, without limitation, the Security Documents and the Guaranties) shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against the parties thereto, or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by the Company or any Subsidiary or any governmental authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or the Company or any Subsidiary shall deny in writing that it has any liability or obligation purported to be created under any Transaction Document (including, without limitation, the Security Documents and the Guaranties);

(xix)          any Security Document shall for any reason fail or cease to create a separate valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority Lien (as defined in the Securities Purchase Agreement) on the Collateral (as defined in the Security Documents) in favor of the Collateral Agent (as defined in the Securities Purchase Agreement) or any material provision of any Security Document shall at any time for any reason cease to be valid and binding on or enforceable against the Company or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by the Company or any governmental authority having jurisdiction over the Company, seeking to establish the invalidity or unenforceability thereof;

(xx)          any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Company or any Subsidiary, if any such event or circumstance could have a Material Adverse Effect; 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 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 product of (A) the Conversion Amount to be redeemed multiplied by (B) the Redemption Premium (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 13. 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, the Conversion Amount submitted for redemption under this Section 4(b) (together with any Late Charges thereon) 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, whether occurring prior to or following the Maturity Date, the Company shall immediately pay to the Holder an amount in cash representing (i) all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges on such Principal and Interest, 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 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 equity 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 17, 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 equity (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 electronic mail and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning 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) and ending on twenty (20) Trading Days after the later of (A) the date of consummation of such Change of Control or (B) the date of receipt of such Change of Control Notice or (C) the date of the announcement of such Change of Control, 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 product of (w) the Change of Control Redemption Premium multiplied by (y) the Conversion Amount being redeemed (the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 13 and shall have priority to payments to shareholders in connection with such Change of Control. To the extent redemptions required by this Section 5(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 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any Late Charges thereon) 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(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 5(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.

6.            RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.

(a)            Purchase Rights. In addition to any adjustments pursuant to Section 7 and 17 below, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase shares, 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 Alternate 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, at 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) or (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 Subscription Date the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 7(a) is deemed to have granted, issued or sold, any Ordinary Shares (including the granting, issuance or sale of Ordinary Shares owned or held by or for the account of the Company, but excluding any Excluded Securities granted, issued or sold or deemed to have been granted, 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 granting, issuance or sale or deemed granting, 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, issues or sells (or enters into any agreement to grant, issue or sell) 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, issuance 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, issuance 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, issuance 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 (including, without limitation, 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 (or enters into any agreement to issue or sell) 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 (or the time of execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 7(a)(i), 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” 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 (or pursuant to the agreement to issue or sell, as applicable) 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 (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) with respect to any one Ordinary Share upon the issuance or sale (or the agreement to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable (including, without limitation, any consideration 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, 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 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 (including, without limitation, 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 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” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per Ordinary Share with respect to such Primary Security shall be deemed to be the lower of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Convertible Security, the lowest price per share for which one Ordinary Share is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 7(a)(i) or 7(a)(ii) above and (z) the average VWAP of the Ordinary Shares on any Trading Day during the five (5) Trading Day period (the “AdjustmentPeriod”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such public announcement is released prior to the opening of the Principal Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and if this Note is converted, on any given Conversion Date during any such Adjustment Period, solely with respect to such portion of this Note converted on such applicable Conversion Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Conversion Date). 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 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 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 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 (10^th^) 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 Conversion Price upon Subdivision or Combination of Ordinary Shares. Without limiting any provision of Section 6, Section 17 or Section 7(a), if the Company at any time on or after the Subscription Date subdivides (by any share split, share dividend, share 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 17 or Section 7(a), if the Company at any time on or after the Subscription Date combines (by any share split, share dividend, share 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 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 Ordinary Shares at a price which varies or may vary with the market price of the 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 electronic mail and overnight courier to the Holder on the date of such agreement and the issuance of such Ordinary Shares, 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 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)            Share Combination Event Adjustments. If at any time and from time to time on or after the Subscription Date there occurs any share split, share dividend, share combination recapitalization or other similar transaction involving the Ordinary Shares (each, a “ShareCombination Event”, and such date thereof, the “Share 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 (16^th^) Trading Day immediately following such Share Combination Event Date, the Conversion Price then in effect on such sixteenth (16^th^) 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.

(e)            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 share appreciation rights, phantom share 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.

(f)             Calculations. All calculations under this Section 7 shall be made by rounding to the nearest cent or the nearest 1/100^th^ 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.

(g)            Voluntary Adjustment by Company. Subject to the rules and regulations of the Principal Market, the Company may at any time during the term of this Note, with the prior written consent of the Required Holders (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.              REDEMPTIONS AT THE COMPANY’S ELECTION.

(a)            Company Optional Redemption. At any time the Company shall have the right to redeem all, but not less than all, of the Conversion Amount then remaining under this Note (the “Company Optional Redemption Amount”) on the Company Optional Redemption Date (each as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption pursuant to this Section 8(a) shall be redeemed by the Company in cash at a price (the “Company Optional Redemption Price”) equal to 112.5% of the Conversion Amount being redeemed as of the Company Optional Redemption Date. The Company may exercise its right to require redemption under this Section 8(a) by delivering a written notice thereof by electronic mail and overnight courier to all, but not less than all, of the holders of Notes (the “Company Optional Redemption Notice” and the date all of the holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). The Company may deliver only one Company Optional Redemption Notice hereunder and such Company Optional Redemption Notice shall be irrevocable. The Company Optional Redemption Notice shall (x) state the date on which the Company Optional Redemption shall occur (the “CompanyOptional Redemption Date”) which date shall not be less than ten (10) Trading Days nor more than twenty (20) Trading Days following the Company Optional Redemption Notice Date, and (y) state the aggregate Conversion Amount of the Notes which is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 8(a) (and analogous provisions under the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything herein to the contrary, at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional 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 Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 8(a) shall be made in accordance with Section 13. In the event of the Company’s redemption of any portion of this Note under this Section 8(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 8(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. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Event of Default has occurred and continuing, but any Event of Default shall have no effect upon the Holder’s right to convert this Note in its discretion.

(b)            Pro Rata Redemption Requirement. If the Company elects to cause a Company Optional Redemption of this Note pursuant to Section 8(a), then it must simultaneously take the same action with respect to all of the Other Notes.

9.            SUBSEQUENT PLACEMENT OPTIONAL REDEMPTION

(a)            General. At any time from and after (i) the date the Holder becomes aware of the occurrence of a Subsequent Placement (as defined in the Securities Purchase Agreement) (the “Holder Notice Date”), and (ii) the time of consummation of a Subsequent Placement (in each case, other than with respect to Excluded Securities (as defined in the Securities Purchase Agreement)) (each, an “Eligible Subsequent Placement”), the Holder shall have the right, in its sole discretion, to require that the Company redeem (each a “Subsequent Placement Optional Redemption”) all, or any portion, of the Conversion Amount under this Note not in excess of (together with any Subsequent Placement Optional Redemption Amount (as defined in the applicable other Note of the Holder) of any other Notes of the Holder) the Holder’s Holder Pro Rata Amount of 20% of the gross proceeds of such Eligible Subsequent Placement (the “Eligible Subsequent Placement Optional Redemption Amount”) by delivering written notice thereof (an “Subsequent Placement Optional Redemption Notice”) to the Company. Notwithstanding the foregoing, if the Holder is participating in an Eligible Subsequent Placement, upon the written request of the Holder, the Company shall apply all, or any part, as set forth in such written request, of any amounts that would otherwise be payable to the Holder in such Subsequent Placement Optional Redemption, on a dollar-for-dollar basis, against the purchase price of the securities to be purchased by the Holder in such Eligible Subsequent Placement.

(b)            Mechanics. Each Subsequent Placement Optional Redemption Notice shall indicate that all, or such applicable portion, as set forth in the applicable Subsequent Placement Optional Redemption Notice, of the Eligible Subsequent Placement Optional Redemption Amount the Holder is electing to have redeemed (the “Subsequent Placement Optional Redemption Amount”) and the date of such Subsequent Placement Optional Redemption (the “Subsequent Placement Optional Redemption Date”), which shall be the later of (x) the fifth (5^th^) Business Day after the date of the applicable Subsequent Placement Optional Redemption Notice and (y) the date of the consummation of such Eligible Subsequent Placement. The portion of the Outstanding Value of this Note subject to redemption pursuant to this Section 10 shall be redeemed by the Company in cash at a price equal to 110% of the Subsequent Placement Optional Redemption Amount (the “Subsequent Placement Optional Redemption Price”). Redemptions required by this Section 10 shall be made in accordance with the provisions of Section 13.

10.          [Reserved.]

11.          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), Memorandum 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 and take all 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 six (6) month 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 best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to permit such conversion into Ordinary Shares.

12.          RESERVATION OF AUTHORIZED SHARES.

(a)            Reservation. So long thereafter as any Notes remain outstanding, the Company shall reserve at least the number of Ordinary Shares as shall from time to time be necessary to effect the conversion, including without limitation, Alternate Conversions and Accelerations, 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 Floor 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 12(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 “AuthorizedShare Failure”), then the Company shall immediately 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 seventy-five (75) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders for the approval of an increase in the number of authorized Ordinary Shares. In connection with such meeting, the Company shall provide each shareholder with a proxy statement and shall use its best efforts to solicit its shareholders’ approval of such increase in authorized Ordinary Shares and to cause its board of directors to recommend to the shareholders 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 (i) the product of (x) such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the Ordinary Shares on any Trading Day 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 12(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 12(a) or this Section 12(b) shall limit any obligations of the Company under any provision of the Securities Purchase Agreement.

13.          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(b), 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 Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date. The Company shall deliver the applicable Subsequent Placement Optional Redemption Price to the Holder in cash on the applicable Subsequent Placement 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 20(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, (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 20(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 13, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided, (B) the greater of (x) the Floor Price and (y) 75% of the lowest Closing Bid Price of the Ordinary Shares during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption Notice is voided and (C) the greater of (x) the Floor Price and (y) 75% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Ordinary Shares during the twenty (20) consecutive Trading Day period ending and including the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such determinations shall be appropriately adjusted for any share dividend, share split, share combination or other similar transaction during such period). 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 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.

14.          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.

15.          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 (other than Permitted Equipment Indebtedness solely with respect to the Permitted Lien with respect thereto).

(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 and Investments. 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 or make any Investment, as applicable, if at the time such payment with respect to such Indebtedness and/or Investment, as applicable, 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 share capital.

(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 (including but not limited to Bitcoins produced by the Company and its Subsidiaries) 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)            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. For the avoidance of doubt, the Company’s engagement in the purchase of cryptocurrency assets and the sale and operation of cryptocurrency miners and related equipment shall not constitute a change in nature of business for the purposes of this Section 15(h).

(i)             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.

(j)             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 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.

(k)            Maintenance of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all 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.

(l)             Maintenance of Insurance. The Company shall purchase and maintain director and officer’s insurance with responsible and reputable insurance companies or associations in at least an aggregate amount of $1,000,000.00 (the “Required D&O Insurance”).

(m)           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, including but not limited to clause (iv) of the definition of the Permitted Indebtedness.

(n)            Restricted Issuances. The Company shall not, directly or indirectly, without the prior written consent of the holders of a majority in aggregate principal amount of the Notes then outstanding, (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.

(o)            New Subsidiaries. Simultaneously with the acquisition or formation of each New Subsidiary, the Company shall cause such New Subsidiary to execute, and deliver to each holder of Notes, all Security Documents (as defined in the Securities Purchase Agreement) and Guaranties (as defined in the Securities Purchase Agreement) as requested by the Collateral Agent or the Required Holders, as applicable. The Company shall also deliver to the Collateral Agent an opinion of counsel to such New Subsidiary that is reasonably satisfactory to the Collateral Agent and the Required Holders covering such legal matters with respect to such New Subsidiary becoming a guarantor of the Company’s obligations, executing and delivering the Security Document and the Guaranties and any other matters that the Collateral Agent or the Required Holders may reasonably request. The Company shall deliver, or cause the applicable Subsidiary to deliver to the Collateral Agent, each of the physical share certificates of such New Subsidiary, along with undated share powers for each such certificates, executed in blank (or, if any such shares of share capital are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent and the Required Holders that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Uniform Commercial Code or any other similar or local or foreign law that may be applicable).

(p)            Change in Collateral; Collateral Records. The Company shall (i) give the Collateral Agent not less than thirty (30) days’ prior written notice of any change in the location of any Collateral (as defined in the Security Documents), other than to locations set forth in the Perfection Certificate (as defined in the Securities Purchase Agreement) hereto and with respect to which the Collateral Agent has filed financing statements and otherwise fully perfected its Liens thereon, (ii) advise the Collateral Agent promptly, in sufficient detail, of any material adverse change relating to the type, quantity or quality of the Collateral or the Lien granted thereon and (iii) execute and deliver, and cause each of its Subsidiaries to execute and deliver, to the Collateral Agent for the benefit of the Holder and holders of the Other Notes from time to time, solely for the Collateral Agent’s convenience in maintaining a record of Collateral, such written statements and schedules as the Collateral Agent or any Holder may reasonably require, designating, identifying or describing the Collateral.

(q)            Stay, Extension and Usury Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever enacted or in force) that may affect the covenants or the performance of this Note; and (B) expressly waives all benefits or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Holder by this Note, but will suffer and permit the execution of every such power as though no such law has been enacted.

(r)            Taxes. The Company and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective assets or upon their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising therefrom (except where the failure to pay would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries ). The Company and its Subsidiaries shall file on or before the due date therefor all personal property tax returns (except where the failure to file would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries). Notwithstanding the foregoing, the Company and its Subsidiaries may contest, in good faith and by appropriate proceedings, taxes for which they maintain adequate reserves therefor in accordance with GAAP.

(s)            Available Cash Test; Announcement of Operating Results.

(i)            Available Cash Test. Commencing on July 31, 2025, and at any time thereafter any Notes remains outstanding, the Company’s Available Cash and cash equivalents produced by the Company and its Subsidiaries (excluding any Bitcoin pledged pursuant to any other Indebtedness (other than the Notes)) as of the last calendar day in each Fiscal Quarter (each, a “Covenant Measuring Date”) shall equal or exceed $300,000 (the “Available Cash Test”).

(ii)            Operating Results Announcement. On each Covenant Measuring Date, commencing on, and including, July 31, 2025, the Company shall publicly disclose and disseminate (such date, the “Announcement Date”), if any Available Cash Test has not been satisfied for such Fiscal Quarter or Fiscal Year, as applicable, a statement to that effect no later than the tenth (10^th^) day after the end of such Fiscal Quarter or Fiscal Year, as applicable, and such announcement shall include a statement to the effect that the Company is (or is not, as applicable) in breach of a Available Cash Test for such Fiscal Quarter or Fiscal Year, as applicable. On the Announcement Date, the Company shall also provide to the Holder a certification, executed on behalf of the Company by the Chief Financial Officer of the Company, certifying that the Company satisfied the Available Cash Tests for such Fiscal Quarter or Fiscal Year, as applicable, if that is the case. If the Company has failed to meet one or more Available Cash Test(s) for a Fiscal Quarter or Fiscal Year, as applicable, (each a “Financial Covenant Failure”), on or prior to the Announcement Date, the Company shall provide to the Holders a written certification, executed on behalf of the Company by the Chief Financial Officer of the Company, certifying that such Available Cash(s) has not been met for such Fiscal Quarter or Fiscal Year, as applicable (a “Financial Covenant FailureNotice”). Concurrently with the delivery of each Financial Covenant Failure Notice to the Holders, the Company shall also make publicly available (as part of a Quarterly Report on Form 10-Q, Annual Report on Form 10-K or on a Current Report on Form 8-K, or otherwise) the Financial Covenant Failure Notice and the fact that an Event of Default has occurred under the Notes.

(t)            Independent Investigation. At the request of the Holder either (x) at any time when an Event of Default has occurred and is continuing, (y) upon the occurrence of an event that with the passage of time or giving of notice would constitute an Event of Default or (z) at any time the Holder reasonably believes an Event of Default may have occurred or be continuing, the Company shall hire an independent, reputable investment bank selected by the Company and approved by the Holder to investigate as to whether any breach of this Note has occurred (the “Independent Investigator”). If the Independent Investigator determines that such breach of this Note has occurred, the Independent Investigator shall notify the Company of such breach and the Company shall deliver written notice to each holder of a Note of such breach. In connection with such investigation, the Independent Investigator may, during normal business hours, inspect all contracts, books, records, personnel, offices and other facilities and properties of the Company and its Subsidiaries and, to the extent available to the Company after the Company uses reasonable efforts to obtain them, the records of its legal advisors and accountants (including the accountants’ work papers) and any books of account, records, reports and other papers not contractually required of the Company to be confidential or secret, or subject to attorney-client or other evidentiary privilege, and the Independent Investigator may make such copies and inspections thereof as the Independent Investigator may reasonably request. The Company shall furnish the Independent Investigator with such financial and operating data and other information with respect to the business and properties of the Company as the Independent Investigator may reasonably request. The Company shall permit the Independent Investigator to discuss the affairs, finances and accounts of the Company with, and to make proposals and furnish advice with respect thereto to, the Company’s officers, directors, key employees and independent public accountants or any of them (and by this provision the Company authorizes said accountants to discuss with such Independent Investigator the finances and affairs of the Company and any Subsidiaries), all at such reasonable times, upon reasonable notice, and as often as may be reasonably requested. If a breach of this Note or any other Transaction Documents exists (or the Independent Investigator reasonably determines that the Holder has a reasonable basis to believe a breach of this Note or any other Transaction Documents existed), the Company shall be responsible for the reasonable fees and expenses of such Independent Investigator. If a breach of this Note or any other Transaction Documents does not exist and the Independent Investigator reasonably determines that the Holder did not have reasonable basis to believe a breach of this Note or any other Transaction Documents existed, the Holder shall be responsible for the reasonable fees and expenses of such Independent Investigator.

16.            SECURITY. This Note and the Other Notes are secured to the extent and in the manner set forth in the Transaction Documents (including, without limitation, the Security Agreement, the other Security Documents and the Guaranties).

17.            DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Sections 6 and 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 Ordinary Shares, by way of return of capital or otherwise (including without limitation, any distribution of cash, shares 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 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 Alternate 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 Ordinary Shares 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 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).

18.            AMENDING THE TERMS OF THIS NOTE. Except for Section 3(d) and this Section 18, which may not be amended, modified or waived by the parties hereto, the prior written consent of the Holder shall be required for any change, waiver or amendment to this Note.

19.            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.

20.            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 20(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 20(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 20(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 20(d) and in principal amounts of at least $1,000) 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 20(a) or Section 20(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.

21.            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).

22.            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 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.

23.            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.

24.            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 24 shall permit any waiver of any provision of Section 3(d).

25.            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, an Interest Conversion Price, an Alternate Conversion Price, 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 electronic mail (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 Closing Bid Price, such Closing Sale Price, such Conversion Price, such Interest Conversion Price, such Alternate Conversion Price, 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 (2^nd^) 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 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 25 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 (5^th^) 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 25 constitutes an agreement to arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under the New York State arbitration law, (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 25 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 25 and (v) nothing in this Section 25 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 25).

26.            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 shares, 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 Buyers, shall initially be as set forth on the Schedule of Buyers 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 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”).

27.           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.

28.           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.

29.            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 25 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 25. The Company (on behalf of itself and each of its Subsidiaries) hereby appoints the Service Agent (as defined in the Securities Purchase Agreement), as its agent for service of process in New York. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATIONOF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY. The choice of the laws of the State of New York as the governing law of this Note is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction in the Cayman Islands or such other jurisdiction applicable to the Company or any of its Subsidiaries except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands or such other jurisdiction applicable to the Company or any of its Subsidiaries. The Company or any of their respective properties, assets or revenues does not have any right of immunity under the laws of the Cayman Islands or such other jurisdiction applicable to the Company or any of its Subsidiaries or New York law, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court of the Cayman Islands or such other jurisdiction applicable to the Company or any of its Subsidiaries or any New York or United States federal court, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Transaction Documents; and, to the extent that the Company, or any of its properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, the Company hereby waives such right to the extent permitted by law and hereby consents to such relief and enforcement as provided in this Note and the other Transaction Documents.

30.            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 30 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 30(a)(ii) being hereinafter referred to as the “Judgment ConversionDate”).

(b)            If in the case of any proceeding in the court of any jurisdiction referred to in Section 30(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.

31.            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).

32.            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.

33.            CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:

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

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

(d)            “AdjustmentRight” 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).

(e)            “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 shares 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.

(f)            “AlternateConversion Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the VWAP of the Ordinary Shares on the Trading Day immediately preceding the time that the Holder delivers the applicable Conversion Notice and (B) the difference obtained by subtracting (I) the number of Ordinary Shares delivered (or to be delivered) to the Holder on the applicable Share Delivery Deadline with respect to such Alternate Conversion from (II) the quotient obtained by dividing (x) the applicable Conversion Amount that the Holder has elected to be the subject of the applicable Alternate Conversion, by (y) the applicable Alternate Conversion Price without giving effect to clause (x) of such definition.

(g)            “AlternateConversion Price” means, with respect to any Alternate Conversion that price which shall be the lower of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater of (x) the Floor Price then in effect and (y) 92% of the lowest VWAP of the Ordinary Shares during the ten (10) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice (such period, the “Alternate Conversion Measuring Period”). All such determinations to be appropriately adjusted for any share dividend, share split, share combination, reclassification or similar transaction that proportionately decreases or increases the Ordinary Shares during such Alternate Conversion Measuring Period.

(h)            “ApprovedShare Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the Subscription Date pursuant to which Ordinary Shares and standard 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.

(i)             “AttributionParties” 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.

(j)             “AvailableCash” means, with respect to any date of determination, an amount equal to the aggregate amount of the Cash of the Company and its Subsidiaries (excluding for this purpose cash held in restricted accounts or otherwise unavailable for unrestricted use by the Company or any of its Subsidiaries for any reason) as of such date of determination held in bank accounts of financial banking institutions in the United States of America.

(k)            “BitcoinPrice” means, as of any date of determination, the lowest spot price of Bitcoin (XBT:CUR) on such date of determination as reported by Bloomberg, or if the foregoing do not apply, the lowest spot price of Bitcoin in the over-the-counter market on the electronic bulletin board applicable thereto, or, if no spot price exists, 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 25. All such determinations shall be appropriately adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions during such period.

(l)             “BTC” means the native cryptocurrency of the Bitcoin blockchain network.

(m)           “Bloomberg” means Bloomberg, L.P.

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

(o)            “Cash” of the Company and its Subsidiaries on any date shall be determined from such Persons’ books maintained in accordance with GAAP, and means, without duplication, the cash, cash equivalents and Eligible Marketable Securities accrued by the Company and its wholly owned Subsidiaries on a consolidated basis on such date.

(p)            “Changeof 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 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.

(q)            “Changeof Control Redemption Premium” means 125%.

(r)            “ClosingBid 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 Open Market (or a similar organization or agency succeeding to its functions of reporting prices). 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 25. All such determinations shall be appropriately adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions during such period.

(s)            “ClosingDate” shall have the meaning set forth in the Securities Purchase Agreement, which date is the date the Company initially issued Notes pursuant to the terms of the Securities Purchase Agreement.

(t)             “ConversionFloor Price Condition” means, with respect to any given Alternate Conversion Date, that (x) a Floor Price Event exists as of the applicable Alternate Conversion Date with respect thereto and (y) the relevant Alternate Conversion Price is being determined based on clause (x) of the definition of “Alternate Conversion Price” herein.

(u)            “ConvertibleSecurities” means any shares 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.

(v)            “CurrentSubsidiary” means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns any of the outstanding share capital or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.

(w)           “EligibleMarket” means The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Select Market, the Nasdaq Global Market or the Principal Market.

(x)            “EligibleMarketable Securities” as of any date means marketable securities which would be reflected on a consolidated balance sheet of the Company and its Subsidiaries prepared as of such date in accordance with GAAP, and which are permitted under the Company’s investment policies as in effect on the Issuance Date or approved thereafter by the Company’s Board of Directors.

(y)            “EquityConditions” means, with respect to an given date of determination: (i) on each day during the period beginning fifteen (15) calendar days prior to such applicable date of determination and ending on and including such applicable date of determination either (x) one or more Registration Statements filed pursuant to the Registration Rights Agreement shall be effective and the prospectus contained therein shall be available on such applicable date of determination (with, for the avoidance of doubt, any Ordinary Shares previously sold pursuant to such prospectus deemed unavailable) for the resale of all Ordinary Shares to be issued in connection with the event requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed, as applicable, in the event requiring this determination at the Alternate Conversion Price then in effect (without regard to any limitations on conversion set forth herein)) (each, a “Required Minimum Securities Amount”), in each case, in accordance with the terms of the Registration Rights Agreement and there shall not have been during such period any Grace Periods (as defined in the Registration Rights Agreement) or (y) all Registrable Securities shall be eligible for sale pursuant to Rule 144 (as defined in the Securities Purchase Agreement) without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of the Notes, other issuance of securities with respect to the Notes) and no Current Public Information Failure (as defined in the Registration Rights Agreement) exists or is continuing; (ii) on each day during the period beginning fifteen (15) calendar days prior to the applicable date of determination and ending on and including the applicable date of determination (the “EquityConditions Measuring Period”), the Ordinary Shares (including all Registrable Securities) is listed or designated for quotation (as applicable) on an Eligible Market and shall not have been suspended from trading on an Eligible Market (other than suspensions of not more than two (2) days and occurring prior to the applicable date of determination due to business announcements by the Company) nor shall delisting or suspension by an Eligible Market have been threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods) or reasonably likely to occur or pending as evidenced by (A) a writing by such Eligible Market or (B) the Company falling below the minimum listing maintenance requirements of the Eligible Market on which the Ordinary Shares is then listed or designated for quotation (as applicable); (iii) during the Equity Conditions Measuring Period, the Company shall have delivered all Ordinary Shares issuable upon conversion of this Note on a timely basis as set forth in Section 3 hereof and all other shares of share capital required to be delivered by the Company on a timely basis as set forth in the other Transaction Documents; (iv) any Ordinary Shares to be issued in connection with the event requiring determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination) may be issued in full without violating Section 3(d) hereof; (v) any Ordinary Shares to be issued in connection with the event requiring determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination (without regards to any limitations on conversion set forth herein)) may be issued in full without violating the rules or regulations of the Eligible Market on which the Ordinary Shares is then listed or designated for quotation (as applicable); (vi) on each day during the Equity Conditions Measuring Period, no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (vii) the Company shall have no knowledge of any fact that would reasonably be expected to cause (1) any Registration Statement required to be filed pursuant to the Registration Rights Agreement to not be effective or the prospectus contained therein to not be available for the resale of the applicable Required Minimum Securities Amount of Registrable Securities in accordance with the terms of the Registration Rights Agreement or (2) any Registrable Securities to not be eligible for sale pursuant to Rule 144 without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of the Notes, other issuance of securities with respect to the Notes) and no Current Public Information Failure exists or is continuing; (viii) the Holder shall not be in (and no other holder of Notes shall be in) possession of any material, non-public information provided to any of them by the Company, any of its Subsidiaries or any of their respective affiliates, employees, officers, representatives, agents or the like; (ix) on each day during the Equity Conditions Measuring Period, the Company otherwise shall have been in compliance with each, and shall not have breached any representation or warranty in any material respect (other than representations or warranties subject to material adverse effect or materiality, which may not be breached in any respect) or any covenant or other term or condition of any Transaction Document, including, without limitation, the Company shall not have failed to timely make any payment pursuant to any Transaction Document; (x) there shall not have occurred any Volume Failure or Price Failure as of such applicable date of determination; (xi) on the applicable date of determination (A) no Authorized Share Failure shall exist or be continuing and the applicable Required Minimum Securities Amount of Ordinary Shares are available under the certificate of incorporation of the Company and reserved by the Company to be issued pursuant to the Notes and (B) all Ordinary Shares to be issued in connection with the event requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination (without regards to any limitations on conversion set forth herein)) may be issued in full without resulting in an Authorized Share Failure; (xii) on each day during the Equity Conditions Measuring Period, there shall not have occurred and there shall not exist an Event of Default or an event that with the passage of time or giving of notice would constitute an Event of Default; (xiii) no bone fide dispute shall exist, by and between any of holder of Notes, the Company, the Principal Market (or such applicable Eligible Market in which the Ordinary Shares of the Company is then principally trading) and/or FINRA with respect to any term or provision of any Note or any other Transaction Document,(xiv) the Ordinary Shares issuable pursuant the event requiring the satisfaction of the Equity Conditions are duly authorized and listed and eligible for trading without restriction on an Eligible Market, and (xv) the par value of the Ordinary Shares shall be adjusted from $0.30 par value per share to $0.000001 par value per share (the “Par Value Adjustment Event”).

(z)            “EquityConditions Failure” means that on any day during the period commencing fifteen (15) Trading Days prior to the applicable date of determination, the Equity Conditions have not been satisfied (or waived in writing by the Holder).

(aa)          “EventMarket Price” means, with respect to any Share 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 Share Combination Event Date, divided by (y) five (5).

(bb)         “ExcludedSecurities” means (i) Ordinary Shares or standard options to purchase Ordinary Shares issued to directors, officers or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Share Plan (as defined above) or such agreement with such directors, officers or employees of the Company existing as of the date of this Agreement, provided that (A) all such issuances (taking into account the 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 or Options (other than standard options to purchase Ordinary Shares issued pursuant to an Approved Share Plan or such agreements with such directors, officers or employees of the Company existing as of the date of this Agreement that are covered by clause (i) above) issued prior to the Subscription Date, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Ordinary Shares issued pursuant to an Approved Share Plan or such agreements with such directors, officers or employees of the Company existing as of the date of this Agreement that are covered by clause (i) above) is not lowered, none of such Convertible Securities or Options (other than standard options to purchase Ordinary Shares issued pursuant to an Approved Share Plan or such agreements with such directors, officers or employees of the Company existing as of the date of this Agreement 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 Ordinary Shares issued pursuant to an Approved Share Plan or such agreements with such directors, officers or employees of the Company existing as of the date of this Agreement 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 Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date), and (iv) securities issued in connection with any bona fide strategic or commercial alliances, acquisitions, mergers, licensing arrangements, strategic transactions and strategic partnerships (including, without limitation, joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Restricted Period (as defined in the Securities Purchase Agreement), provided, further, that (w) the primary purpose of such issuance is not to raise capital as reasonably determined by a majority of the disinterested directors of the Company, and (x) the purchaser or acquirer or recipient of the securities in such issuance solely consists of either (I) the actual participants in such strategic or commercial alliance, strategic or commercial licensing arrangement or strategic or commercial partnership, (II) the actual owners of such assets or securities acquired in such acquisition or merger or (III) the stockholders, partners, employees, consultants, officers, directors or members of the foregoing Persons, in each case, which is, itself or through its subsidiaries, an operating company or an owner of an asset, in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, (y) the number or amount of securities issued to such Persons by the Company shall not be disproportionate to each such Person’s actual participation in (or fair market value of the contribution to) such strategic or commercial alliance or strategic or commercial partnership or ownership of such assets or securities to be acquired by the Company, as applicable and (z) the aggregate number of Ordinary Shares issued (or issuable upon conversion or exercise of Convertible Securities or Options, as applicable) pursuant to this clause (v), in the aggregate, shall not exceed thirty percent (30%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Securities pursuant hereto.

(cc)          “FiscalQuarter” means each of the fiscal quarters adopted by the Company for financial reporting purposes that correspond to the Company’s fiscal year as of the date hereof that ends on June 30.

(dd)         “FloorPrice” means (x) prior to the Par Value Adjustment Event, $0.30 and (y) on and after the date of the Par Value Adjustment Event, $0.079 (or such lower amount as permitted, from time to time, by the Principal Market), subject to adjustment for share splits, share dividends, share combinations, recapitalizations or other similar events.

(ee)         “FloorPrice Event” means, as of any date of determination, the VWAP of the Ordinary Shares is less than 130% of the Floor Price then in effect for any five (5) Trading Days during the thirty-two (32) consecutive Trading Day period (the “Floor Price EventMeasuring Period”) ending and including the Trading Day immediately preceding such time of determination; provided, that, (i) if the VWAP of the Ordinary Shares for any consecutive five (5) Trading Days during such Floor Price Event Measuring Period exceeds 130% of the Floor Price then in effect, or (ii) if the VWAP of the Ordinary Shares exceed 400% of the Floor Price for any one (1) Trading Day during such Floor Price Event Measuring Period, then any such Floor Price Event shall not be deemed to exist.

(ff)           “FundamentalTransaction” 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 or share 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 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 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.

(gg)         “GAAP” means United States generally accepted accounting principles, consistently applied.

(hh)         “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.

(ii)            “HolderPro Rata Amount” means a fraction (i) the numerator of which is the original Principal amount of this Note on the Closing Date and (ii) the denominator of which is the aggregate original principal amount of all Notes issued to the initial purchasers pursuant to the Securities Purchase Agreement on the Closing Date.

(jj)            “Indebtedness” shall have the meaning ascribed to such term in the Securities Purchase Agreement.

(kk)          “InterestConversion Price” means, with respect to a particular date of determination, the lower of (i) the Conversion Price then in effect, and (ii) the greater of (x) the Floor Price and (y) 92% of the lowest VWAP of the Ordinary Shares during the ten (10) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice. All such determinations to be appropriately adjusted for any share split, share dividend, share combination or other similar transaction during any such measuring period.

(ll)            “InterestFloor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the applicable Interest Conversion Price and (B) the difference obtained by subtracting (I) the number of Ordinary Shares delivered (or to be delivered) to the Holder on the applicable Share Delivery Deadline with respect to such Interest Date from (II) the quotient obtained by dividing (x) the applicable Conversion Amount that the Holder has elected to be the subject of the applicable Interest Date, by (y) the applicable Interest Conversion Price without giving effect to clause (x) of such definition.

(mm)       “InterestDate” means October 1, 2025 and each Fiscal Quarter thereafter.

(nn)         “InterestRate” means, as of any date of determination, eight and one quarter percent (8.25%) per annum, subject to adjustment from time to time in accordance with Section 2.

(oo)         “Investment” means any beneficial ownership (including shares, stock, partnership or limited liability company interests) of or in any Person, or any loan, advance or capital contribution to any Person or the acquisition of all, or substantially all, of the assets of another Person or the purchase of any assets of another Person for greater than the fair market value of such assets.

(pp)         “MaturityDate” shall mean July 31, 2029; 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 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.

(qq)         “NotePurchased Crypto” means, Acceptable Cryptocurrency (as defined in the Security Agreement), permitted coins to be determined by business parties, purchased from the proceeds of any Closings (as defined in the Securities Purchase Agreement).

(rr)           “NewSubsidiary” means, as of any date of determination, any Person in which the Company after the Subscription Date, directly or indirectly, (i) owns or acquires more than 50% of the of the outstanding share capital or holds more than 50% of the equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “New Subsidiaries”.

(ss)          “Options” means any rights, warrants or options to subscribe for or purchase Ordinary Shares or Convertible Securities.

(tt)           “OrdinaryShares” means (i) the Company’s Class A ordinary shares, $0.30 par value per share, and (ii) any share capital into which such ordinary shares shall have been changed or any share capital resulting from a reclassification of such ordinary shares.

(uu)          “ParentEntity” 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.

(vv)         “PermittedEquipment Indebtedness” means Indebtedness secured by Permitted Liens or unsecured but, in each case, as described in clauses (iv) and (v) of the definition of Permitted Liens.

(ww)        “PermittedIndebtedness” 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 Subscription Date, (iii) Permitted Equipment Indebtedness in an aggregate amount not to exceed $3 million, (iv) Permitted Subordinated Indebtedness in an aggregate amount not to exceed $10 million and (v) Indebtedness in an aggregate amount not to exceed the product of the Bitcoin Price as of such date of determination (such aggregate amount of Bitcoin, the “Pledged Bitcoin Amount”).

(xx)           “PermittedLiens” 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 GAAP, (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) in connection with the acquisition or refinancing of such equipment, 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 $3,000,000, (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, (vii) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 4(a)(xii) and (viii) Liens with respect to such aggregate amount of the Company’s Bitcoin not in excess of the Pledged Bitcoin Amount as of any given time of determination.

(yy)         “PermittedSubordinated Indebtedness” means Indebtedness incurred by the Company that is made expressly subordinate in right of payment to the Indebtedness evidenced by this Note, as reflected in a written agreement reasonably acceptable to the Holder, and which Indebtedness does not provide at any time for (1) the payment, prepayment, repayment, repurchase or defeasance, directly or indirectly, of any principal or premium, if any, thereon until at least ninety-one (91) days after the Maturity Date and (2) total interest and fees at a rate in excess of 12% per annum.

(zz)          “Person” means an individual, a limited liability company, a partnership, a joint venture, a company, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

(aaa)        “PriceFailure” means $0.10 (as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after the Subscription Date).

(bbb)       “PrimeRate” means the “prime rate” which from time to time published in the “Money Rates” column of The Wall Street Journal (Eastern Edition, New York Metro); provided, however, if the Money Rates column of The Wall Street Journal (Eastern Edition, New York Metro) ceases to be published or otherwise does not designate a “prime rate” as of a Business Day, the Holder has the right to obtain such information from a similar business publication of its selection.

(ccc)        “PrincipalMarket” means the Nasdaq Capital Market.

(ddd)       “RedemptionNotices” means, collectively, the Event of Default Redemption Notices, the Company Optional Redemption Notices, the Asset Sale Optional Redemption Notices, the Subsequent Placement Optional Redemption Notices and the Change of Control Redemption Notices, and each of the foregoing, individually, a “Redemption Notice.”

(eee)        “RedemptionPremium” means 125%.

(fff)          “RedemptionPrices” means, collectively, Event of Default Redemption Prices, the Company Optional Redemption Prices, the Change of Control Redemption Prices and the Subsequent Placement Optional Redemption Prices, and each of the foregoing, individually, a “RedemptionPrice.”

(ggg)       “RegistrationRights 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, as may be amended from time to time.

(hhh)       “Revenue” means, with respect to any given cash flow, receivable or other general intangible, the revenue directly attributable thereto of the Company or any of its Subsidiaries, as determined in accordance with GAAP.

(iii)           “SEC” means the United States Securities and Exchange Commission or the successor thereto.

(jjj)           “SecuritiesPurchase Agreement” means that certain securities purchase agreement, dated as of the Subscription 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.

(kkk)        “SecurityAgreement” shall have the meaning as set forth in the Securities Purchase Agreement.

(lll)           “SubscriptionDate” means July 13, 2025.

(mmm)     “Subsidiaries” means, as of any date of determination, collectively, all Current Subsidiaries and all New Subsidiaries, and each of the foregoing, individually, a “Subsidiary.”

(nnn)       “SubjectEntity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(ooo)        “SuccessorEntity” 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.

(ppp)      “TradingDay” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Ordinary Shares, any day on which the Ordinary Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Ordinary Shares, then on the principal securities exchange or securities market on which the Ordinary Shares 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 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.

(qqq)       “VolumeFailure” means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on Bloomberg) of the Ordinary Shares on the Principal Market on any Trading Day during the fifteen (15) Trading Day period ending on the Trading Day immediately preceding such date of determination (such period, the “Volume Failure Measuring Period”), is less than $100,000.

(rrr)         “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 Open Market (or a similar organization or agency succeeding to its functions of reporting prices). 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 25. All such determinations shall be appropriately adjusted for any share dividend, share split, share combination, recapitalization or other similar transaction during such period.

34.            DISCLOSURE. Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) 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 on or prior to 9:00 am, New York city time on the Business Day immediately following such notice delivery date, 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 explicitly in writing in such notice (or immediately upon receipt of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in the notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing contained in this Section 34 shall limit any obligations of the Company, or any rights of the Holder, under Section 4(i) of the Securities Purchase Agreement.

35.            ABSENCE OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed, written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by the Company, may possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information to any third party.

[signature page follows]

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set out above.

BIT ORIGIN LTD
By:
	Title:
	Name:

Senior Convertible Note- Signature Page

EXHIBIT I

BIT ORIGIN LTDCONVERSION NOTICE

Reference is made to the Series C-1 Senior Secured Convertible Note (the “Note”) issued to the undersigned by Bit Origin Ltd, an exempted company incorporated under the laws of the Cayman Islands (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 Ordinary Shares, $0.30 par value per share (the “Ordinary Shares”), of the Company, as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note.

Date<br> of<br><br> Conversion:
Aggregate<br> Principal to be converted:
Aggregate<br> accrued and unpaid Interest and accrued and unpaid Late Charges with respect to such portion of the Aggregate Principal and such<br> Aggregate Interest to be converted:
AGGREGATE<br> CONVERSION AMOUNT<br><br> TO BE CONVERTED:
Please<br> confirm the following information:
Conversion<br> Price:
Number<br> of Ordinary Shares to be issued:
If this Conversion Notice<br> is being delivered with respect to an Alternate Conversion, check here if Holder is electing to use the following Alternate Conversion<br> Price:____________<br><br> <br><br><br> <br>Please issue<br> the Ordinary Shares into which the Note is being converted to Holder, or for its benefit, as follows:<br><br> <br><br><br> <br>Check here if requesting delivery<br> as a certificate to the following name and to the following address:
Issue<br> to:
Check here if requesting delivery by Deposit/Withdrawal<br> at Custodian as follows:
---
DTC Participant:
DTC Number:
Account Number:
Date: _____________ __,
---
Name of Registered Holder
By:
---	---
	Name:
	Title:
	Tax ID:
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 ________________________.

BIT ORIGIN LTD
By:
	Name:
	Title: