Exhibit 10.3


 


EXECUTION VERSION


 


WARRANT


 


THE SECURITIES REPRESENTED BY THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN GENERALLY
ACCEPTABLE FORM THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144
UNDER SAID ACT.


 


SAMSARA LUGGAGE, INC.


 


Warrant To Purchase Common Stock


 


	Warrant No.: SAML- 3 1-1	 	Number of Shares:	10,838	 
	 	 	 	 	 
	 	 	Warrant Exercise Price:	$3.46	 
	 	 	 	 	 
	 	 	Expiration Date:	April 6, 2026	 



 


Date of Issuance: April 6, 2021


 


Samsara Luggage, Inc., a Delaware corporation
(the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, YAII PN, LTD. (the “Holder”), the registered holder hereof or its permitted assigns, is
entitled, subject to the terms set forth below, to purchase from the Company upon surrender of this Warrant, at any time or times on or
after the date hereof, but not after 11:59 P.M. Eastern Time on the Expiration Date (as defined herein) up to 10,838 fully paid and
nonassessable shares of Common Stock (as defined herein) of the Company (the “Warrant Shares”) at the exercise price
per share provided in Section 1(b) below or as subsequently adjusted; provided, however, that in no event shall the holder be entitled
to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise,
would cause the aggregate number of shares of Common Stock beneficially owned by the holder and its affiliates to exceed 4.99% of the
outstanding shares of the Common Stock following such exercise, except within 60 days of the Expiration Date (however, such restriction
may be waived by Holder (but only as to itself and not to any other holder) upon not less than 65 days prior notice to the Company). For
purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the holder and its affiliates
shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such
proviso is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised
Warrants beneficially owned by the holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company beneficially owned by the holder and its affiliates (including, without limitation, any convertible
notes or preferred stock) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set
forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d)
of the Securities Exchange Act of 1934, as amended. For purposes of this Warrant, in determining the number of outstanding shares of Common
Stock a holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-Q
or Form 10-K, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or its transfer
agent setting forth the number of shares of Common Stock outstanding. Upon the written request of any holder, the Company shall promptly,
but in no event later than 1 Business Day following the receipt of such notice, confirm in writing to any such holder the number of shares
of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect
to the exercise of Warrants (as defined below) by such holder and its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported.


 






     


     


    

 


Section 1.


 


(a) This
Warrant is issued pursuant to the Securities Purchase Agreement (“Securities Purchase Agreement”) dated the date hereof
between the Company and the Holder or issued in exchange or substitution thereafter or replacement thereof. Each Capitalized term used,
and not otherwise defined herein, shall have the meaning ascribed thereto in the Securities Purchase Agreement.


 


(b) Definitions.
The following words and terms as used in this Warrant shall have the following meanings:


 


(i) “Approved
Stock Plan” means a stock plan that has been approved by the Board of Directors of the Company prior to the date of the Securities
Purchase Agreement, pursuant to which the Company’s securities may be issued only to any employee, officer or director for services
provided to the Company.


 


(ii)
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New
York are authorized or required by law to remain closed.


 


(iii) “Closing
Bid Price” means the closing bid price (or closing trade if there is no closing bid price) of Common Stock as quoted on the
Principal Market (as reported by Bloomberg, LP (“Bloomberg”) through its “Volume at Price” function).


 


(iv) “Common
Stock” means (i) the Company’s common stock, par value $0.0001 per share, and (ii) any capital stock into which
such Common Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock.


 






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(v) “Event
of Default” means an event of default under the Securities Purchase Agreement or the Convertible Debenture issued in connection
therewith.


 


(vi) “Excluded
Securities” means, (a) shares issued or deemed to have been issued by the Company pursuant to an Approved Stock Plan, (b) shares
of Common Stock issued or deemed to have been issued by the Company pursuant to (i) YAII PN Ltd. Securities Purchase Agreement dated June
5, 2019 and September 3, 2020, including without limitation all Conversion Shares, Warrant Shares, Interest Shares and any other securities
thereunder and/or (ii) the Power-Up Securities Purchase Agreement dated June 25, 2020 and the Convertible Promissory Note thereunder and/or
(c) the shares of Common Stock issued or deemed to be issued by the Company upon conversion of the Convertible Debenture or exercise of
the Warrants.


 


(vii) “Expiration
Date” means the date set forth on the first page of this Warrant.


 


(viii) “Issuance
Date” means the date hereof.


 


(ix) “Options”
means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.


 


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


 


(xi) “Primary
Market” means the OTC Pink Market


 


(xii) “Securities
Act” means the Securities Act of 1933, as amended.


 


(xiii) “Warrant”
means this Warrant and all Warrants issued in exchange, transfer or replacement thereof.


 


(xiv) “Warrant
Exercise Price” shall be a price per share equal to $3.46 or as subsequently adjusted as provided in Section 8 hereof.


 


(c) Other
Definitional Provisions.


 


(i) Except
as otherwise specified herein, all references herein (A) to the Company shall be deemed to include the Company’s successors
and (B) to any applicable law defined or referred to herein shall be deemed references to such applicable law as the same may have
been or may be amended or supplemented from time to time.


 


(ii) When
used in this Warrant, the words “herein”, “hereof”, and “hereunder” and
words of similar import, shall refer to this Warrant as a whole and not to any provision of this Warrant, and the words “Section”,
“Schedule”, and “Exhibit” shall refer to Sections of, and Schedules and Exhibits to, this Warrant
unless otherwise specified.


 






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(iii) Whenever
the context so requires, the neuter gender includes the masculine or feminine, and the singular number includes the plural, and vice versa.


 


Section 2 Exercise
of Warrant.


 


(a) Subject
to the terms and conditions hereof, this Warrant may be exercised by the holder hereof then registered on the books of the Company, pro
rata as hereinafter provided, at any time on any Business Day on or after the opening of business on such Business Day, commencing with
the first day after the date hereof, and prior to 5:00 P.M. Eastern Time on the Expiration Date (i) by delivery of a written notice, in
the form of the subscription notice attached as Exhibit A hereto (the “Exercise Notice”), of such holder’s
election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, payment to the Company
of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied by the number of Warrant
Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus any applicable issue or
transfer taxes) (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds and the surrender
of this Warrant (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or destruction) to a common
carrier for overnight delivery to the Company or (ii) if at the time of exercise, the Warrant Shares are not subject to an effective registration
statement or if an Event of Default has occurred and is continuing, by delivering an Exercise Notice and in lieu of making payment of
the Aggregate Exercise Price in cash or wire transfer, elect instead to receive upon such exercise the “Net Number” of shares
of Common Stock determined according to the following formula (the “Cashless Exercise”):


 


Net Number = (A x B) – (A x C)


B


 


For purposes of the foregoing formula:


 


A = the total number of Warrant Shares with respect to which
this Warrant is then being exercised.


 


B = the Closing Bid Price of the Common Stock on the date of
exercise of the Warrant.


 


C = the Warrant Exercise Price then in effect for the applicable
Warrant Shares at the time of such exercise.


 


In the event of any exercise
of the rights represented by this Warrant in compliance with this Section 2, the Company shall on or before the 3rd Business
Day following the date of receipt of the Exercise Notice, the Aggregate Exercise Price and this Warrant (or an indemnification undertaking
with respect to this Warrant in the case of its loss, theft or destruction) and the receipt of the representations of the holder specified
in Section 6 hereof, if requested by the Company (the “Exercise Delivery Documents”), and if the Warrant Shares are
subject to an effective and current Registration Statement and the Common Stock is DTC eligible, credit such aggregate number of shares
of Common Stock to which the holder shall be entitled to the holder’s or its designee’s balance account with The Depository
Trust Company; provided, however, if the holder who submitted the Exercise Notice requested physical delivery of any or all of the Warrant
Shares, or, if the Warrant Shares are not subject to an effective and current Registration Statement and the Common Stock is not DTC eligible
then the Company shall, on or before the 3rd Business Day following receipt of the Exercise Delivery Documents, issue and surrender
to a common carrier for overnight delivery to the address specified in the Exercise Notice, a certificate, registered in the name of the
holder, for the number of shares of Common Stock to which the holder shall be entitled pursuant to such request. The Warrant Shares shall
be issued with a legend unless they are subject to an effective and current Registration Statement or they are being transferred pursuant
to an exemption from such registration requirements, the availability of which is confirmed in an opinion of counsel acceptable to the
Company’s Transfer Agent. Upon delivery of the Exercise Notice and Aggregate Exercise Price referred to in clause (i) or (ii)
above the holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise Price,
the Closing Bid Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the holder the number of
Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the holder via facsimile
within 1 Business Day of receipt of the holder’s Exercise Notice.


 






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(b) If
the holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of the Warrant
Shares within 1 day of such disputed determination or arithmetic calculation being submitted to the holder, then the Company shall immediately
submit via electronic mail (i) the disputed determination of the Warrant Exercise Price or the Closing Bid Price to an independent, reputable
investment banking firm or (ii) the disputed arithmetic calculation of the Warrant Shares to its independent, outside accountant. The
Company shall cause the investment banking firm or the accountant, as the case may be, to perform the determinations or calculations and
notify the Company and the holder of the results no later than 72 hours from the time it receives the disputed determinations or calculations.
Such investment banking firm’s or accountant’s determination or calculation, as the case may be, shall be deemed conclusive
absent manifest error.


 


(c) Unless
the rights represented by this Warrant shall have expired or shall have been fully exercised, the Company shall, as soon as practicable
and in no event later than 5 Business Days after any exercise and at its own expense, issue a new Warrant identical in all respects to
this Warrant exercised except it shall represent rights to purchase the number of Warrant Shares purchasable immediately prior to such
exercise under this Warrant exercised, less the number of Warrant Shares with respect to which such Warrant is exercised.


 


(d) No
fractional Warrant Shares are to be issued upon any pro rata exercise of this Warrant, but rather the number of Warrant Shares issued
upon such exercise of this Warrant shall be rounded up or down to the nearest whole number.


 


(e) If
within 5 days after the Company’s receipt of the Exercise Delivery Documents and the written request of the Holder that a new Warrant
be issued, the Company fails to deliver a new Warrant to the holder for the number of Warrant Shares to which such holder is entitled
pursuant to Section 2 hereof, then, in addition to any other available remedies under this Warrant, or otherwise available to such holder,
the holder shall be entitled to exercise or transfer its rights under such new warrant as if it had received such new Warrant and the
Company shall be obligated to honor such exercises or transfers as if the holder had submitted the new Warrant without violating this
Section 2.


 






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Section 3 Covenants
as to Common Stock. The Company hereby covenants and agrees as follows:


 


(a) This
Warrant is, and any Warrants issued in substitution for or replacement of this Warrant will upon issuance be, duly authorized and validly
issued.


 


(b) All
Warrant Shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued,
fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof.


 


(c) During
the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved
at least 100% of the number of shares of Common Stock needed to provide for the exercise of the rights then represented by this Warrant
and the par value of said shares will at all times be less than or equal to the applicable Warrant Exercise Price. If at any time the
Company does not have a sufficient number of shares of Common Stock authorized and available, then the Company shall call and hold a special
meeting of its stockholders within 60 days of that time for the sole purpose of increasing the number of authorized shares of Common Stock.


 


(d) If
at any time after the date hereof the Company shall file a Registration Statement (other than on Form S-4), the Company shall include
the Warrant Shares issuable to the holder, pursuant to the terms of this Warrant and shall maintain, so long as any other shares of Common
Stock shall be so listed, such listing of all Warrant Shares from time to time issuable upon the exercise of this Warrant on the Primary
Market or such national securities exchange or automated quotation system on which the Common Stock of the Company is listed; and the
Company shall so list on the Primary Market or such national securities exchange or automated quotation system on which the Common Stock
of the Company is listed, as the case may be, and shall maintain such listing of, any other shares of capital stock of the Company issuable
upon the exercise of this Warrant Shares if and so long as any shares of the same class shall be listed on the Primary Market or such
national securities exchange or automated quotation system on which the Common Stock of the Company is listed.


 


(e) The
Company will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder, but will at all times in good faith assist in the carrying out of all the provisions
of this Warrant and in the taking of all such action as may reasonably be requested by the holder of this Warrant in order to protect
the exercise privilege of the holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose of this
Warrant. The Company will not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above
the Warrant Exercise Price then in effect, and (ii) will take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.


 






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(f) This
Warrant will be binding upon any entity succeeding to the Company by merger, consolidation or acquisition of all or substantially all
of the Company’s assets.


 


Section 4 Taxes.
The Company shall pay any and all taxes, except any applicable withholding, which may be payable with respect to the issuance and delivery
of Warrant Shares upon exercise of this Warrant.


 


Section 5 Warrant Holder
Not Deemed a Stockholder. Except as otherwise specifically provided herein, no holder, as such, of this Warrant shall be entitled
to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose, nor shall anything contained
in this Warrant be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right
to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance
to the holder of this Warrant of the Warrant Shares which he or she is then entitled to receive upon the due exercise of this Warrant.
In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on such holder to purchase any securities
(upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 5, the Company will provide the holder of this Warrant with copies of the
same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the
stockholders.


 


Section 6 Representations
of Holder. The holder of this Warrant, by the acceptance hereof, represents that it is acquiring this Warrant and the Warrant Shares
for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution
of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that
by making the representations herein, the holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other
specific term and reserves the right to dispose of this Warrant and the Warrant Shares at any time in accordance with or pursuant to a
registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, by acceptance hereof,
that, as of this date, such holder is an “accredited investor” as such term is defined in Rule 501(a)(1) of Regulation
D promulgated by the Securities and Exchange Commission under the Securities Act (an “Accredited Investor”). Upon exercise
of this Warrant the holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant
Shares so purchased are being acquired solely for the holder’s own account and not as a nominee for any other party, for investment,
and not with a view toward distribution or resale and that such holder is an Accredited Investor. If such holder cannot make such representations
because they would be factually incorrect, it shall be a condition to such holder’s exercise of this Warrant that the Company receive
such other representations as the Company considers reasonably necessary to assure the Company that the issuance of its securities upon
exercise of this Warrant shall not violate any United States or state securities laws.


 






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Section 7 Ownership
and Transfer.


 


(a) The
Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice
to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name
this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any Warrant
is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all
events recognizing any transfers made in accordance with the terms of this Warrant.


 


Section 8 Adjustment
of Warrant Exercise Price. The Warrant Exercise Price of this Warrant shall be adjusted from time to time as follows:


 


(a) Adjustment
of Warrant Exercise Price. If and whenever on or after the Issuance Date of this Warrant, the Company issues or sells, or is deemed
to have issued or sold, any shares of Common Stock (other than Excluded Securities for a consideration per share (the “New
Issuance Price”) less than the Warrant Exercise Price, in effect immediately prior to such issuance or sale (the “Applicable
Price”), then immediately after such issue or sale the Warrant Exercise Price then in effect shall be reduced to an amount equal
to such New Issuance Price.


 


(b) Effect
on Warrant Exercise Price of Certain Events. For purposes of determining the adjusted Warrant Exercise Price under Section 8(a) above,
the following shall be applicable:


 


(i) Issuance
of Options. If after the date hereof, the Company in any manner grants any Options (other than Excluded Securities) and the lowest
price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion or exchange of
any convertible securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock
shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for
such price per share. For purposes of this Section 8(b)(i), the lowest price per share for which one share of Common Stock is issuable
upon exercise of such Options or upon conversion or exchange of such Convertible Securities issuable upon exercise of such Option shall
be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share
of Common Stock upon the granting or sale of the Option, upon exercise of the Option or upon conversion or exchange of any convertible
security issuable upon exercise of such Option. No further adjustment of the Warrant Exercise Price shall be made upon the actual issuance
of such Common Stock or of such convertible securities upon the exercise of such Options or upon the actual issuance of such Common Stock
upon conversion or exchange of such convertible securities.


 


(ii) Issuance
of Convertible Securities. If the Company in any manner issues or sells any convertible securities and the lowest price per share
for which 1 share of Common Stock is issuable upon the conversion or exchange thereof is less than the Applicable Price, then such share
of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale
of such convertible securities for such price per share. For the purposes of this Section 8(b)(ii), the lowest price per share for
which one share of Common Stock is issuable upon such conversion or exchange shall be equal to the sum of the lowest amounts of consideration
(if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the convertible
security and upon conversion or exchange of such convertible security. No further adjustment of the Warrant Exercise Price shall be made
upon the actual issuance of such Common Stock upon conversion or exchange of such convertible securities, and if any such issue or sale
of such convertible securities is made upon exercise of any Options for which adjustment of the Warrant Exercise Price had been or are
to be made pursuant to other provisions of this Section 8(b), no further adjustment of the Warrant Exercise Price shall be made by reason
of such issue or sale.


 






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(iii) Change
in Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration, if any, payable
upon the issue, conversion or exchange of any convertible securities, or the rate at which any convertible securities are convertible
into or exchangeable for Common Stock changes at any time, the Warrant Exercise Price in effect at the time of such change shall be adjusted
to the Warrant Exercise Price which would have been in effect at such time had such Options or convertible securities provided for such
changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued
or sold. For purposes of this Section 8(b)(iii), if the terms of any Option or convertible security that was outstanding as of the Issuance
Date of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or convertible security
and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date
of such change. No adjustment pursuant to this Section 8(b) shall be made if such adjustment would result in an increase of the Warrant
Exercise Price then in effect.


 


(iv) Calculation
of Consideration Received. If any Common Stock, Options or convertible securities are issued or sold or deemed to have been issued
or sold for cash, the consideration received therefore will be deemed to be the net amount received by the Company therefore. If any Common
Stock, 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 marketable securities, in which
case the amount of consideration received by the Company will be the market price of such securities on the date of receipt of such securities.
If any Common Stock, 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 therefore 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 Common Stock, Options or convertible securities,
as the case may be. The fair value of any consideration other than cash or securities will be determined jointly by the Company and the
holders of Warrants representing at least two-thirds of the Warrant Shares issuable upon exercise of the Warrants then outstanding. 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) Business Days after the tenth (10th)
day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the holders of Warrants representing
at least two-thirds of the Warrant Shares issuable upon exercise of the Warrants then outstanding. The determination of such appraiser
shall be final and binding upon all parties and the fees and expenses of such appraiser shall be borne jointly by the Company and the
holders of Warrants.


 


(v) Integrated
Transactions. In case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising
one integrated transaction in which no specific consideration is allocated to such Options by the parties thereto, the Options will be
deemed to have been issued for a consideration of $.01.


 






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(vi) Treasury
Shares. The number of shares of Common Stock outstanding at any given time does not include shares owned or held by or for the account
of the Company, and the disposition of any shares so owned or held will be considered an issue or sale of Common Stock.


 


(vii) Record
Date. If the Company takes a record of the holders of Common Stock for the purpose of entitling them (1) to receive a dividend
or other distribution payable in Common Stock, Options or in convertible securities or (2) to subscribe for or purchase Common Stock,
Options or convertible securities, then such record date will be deemed to be the date of the issue or sale of the shares of Common Stock
deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting
of such right of subscription or purchase, as the case may be.


 


(c) Adjustment
of Warrant Exercise Price upon Subdivision or Combination of Common Stock. If the Company at any time after the date of issuance of
this Warrant subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares
of Common Stock into a greater number of shares, any Warrant Exercise Price in effect immediately prior to such subdivision will be proportionately
reduced and the number of shares of Common Stock obtainable upon exercise of this Warrant will be proportionately increased. If the Company
at any time after the date of issuance of this Warrant combines (by combination, reverse stock split or otherwise) one or more classes
of its outstanding shares of Common Stock into a smaller number of shares, any Warrant Exercise Price in effect immediately prior to such
combination will be proportionately increased and the number of Warrant Shares issuable upon exercise of this Warrant will be proportionately
decreased. Any adjustment under this Section 8(c) shall become effective at the close of business on the date the subdivision or
combination becomes effective.


 


(d) Distribution
of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets)
to holders of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or
other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:


 


(i) any
Warrant Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders
of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a
price determined by multiplying such Warrant Exercise Price by a fraction of which (A) the numerator shall be the Closing Sale Price of
the Common Stock on the trading day immediately preceding such record date minus the value of the Distribution (as determined in good
faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (B) the denominator shall be the Closing
Sale Price of the Common Stock on the trading day immediately preceding such record date; and


 






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(ii) either
(A) the number of Warrant Shares obtainable upon exercise of this Warrant shall be increased to a number of shares equal to the number
of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders
of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding
clause (i), or (B) in the event that the Distribution is of common stock of a company whose common stock is traded on a national securities
exchange or a national automated quotation system, then the holder of this Warrant shall receive an additional warrant to purchase Common
Stock, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the amount of
the assets that would have been payable to the holder of this Warrant pursuant to the Distribution had the holder exercised this Warrant
immediately prior to such record date and with an exercise price equal to the amount by which the exercise price of this Warrant was decreased
with respect to the Distribution pursuant to the terms of the immediately preceding clause (i).


 


(e) Certain
Events. If any event occurs of the type contemplated by the provisions of this Section 8 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity
features), then the Company’s Board of Directors will make an appropriate adjustment in the Warrant Exercise Price and the number
of shares of Common Stock obtainable upon exercise of this Warrant so as to protect the rights of the holders of the Warrants; provided,
except as set forth in section 8(c),that no such adjustment pursuant to this Section 8(e) will increase the Warrant Exercise Price or
decrease the number of shares of Common Stock obtainable as otherwise determined pursuant to this Section 8.


 


(f) Voluntary
Adjustments By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(g) Notices.


 


(i) Immediately
upon any adjustment of the Warrant Exercise Price, the Company will give written notice thereof to the holder of this Warrant, setting
forth in reasonable detail, and certifying, the calculation of such adjustment.


 


(ii) The
Company will give written notice to the holder of this Warrant at least ten (10) 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 Common Stock, (B) with respect to any pro
rata subscription offer to holders of Common Stock or (C) for determining rights to vote with respect to any Organic Change (as defined
below), dissolution or liquidation, provided that such information shall be made known to the public prior to or in conjunction with such
notice being provided to such holder.


 






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(iii) The
Company will also give written notice to the holder of this Warrant at least 10 days prior to the date on which any Organic Change, dissolution
or liquidation will take place, provided that such information shall be made known to the public prior to or in conjunction with such
notice being provided to such holder.


 


Section 9 Purchase
Rights; Reorganization, Reclassification, Consolidation, Merger or Sale.


 


(a) In
addition to any adjustments pursuant to Section 8 above, if at any time the Company grants, issues or sells any Options, convertible securities
or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase
Rights”), then the holder of this Warrant will be entitled to acquire, upon the terms applicable to such Purchase Rights, the
aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such
Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the
grant, issue or sale of such Purchase Rights.


 


(b) Any
recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets
to another Person or other transaction in each case which is effected in such a way that holders of Common Stock are entitled to receive
(either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred
to herein as an “Organic Change.” Prior to the consummation of any (i) sale of all or substantially all of the Company’s
assets to an acquiring Person or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure
from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the “Acquiring Entity”)
a written agreement (in form and substance satisfactory to the holders of Warrants representing at least two-thirds of the Warrant
Shares issuable upon exercise of the Warrants then outstanding) to deliver to each holder of Warrants in exchange for such Warrants, a
security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Warrant and satisfactory
to the holders of the Warrants (including an adjusted warrant exercise price equal to the value for the Common Stock reflected by the
terms of such consolidation, merger or sale, and exercisable for a corresponding number of shares of Common Stock acquirable and receivable
upon exercise of the Warrants without regard to any limitations on exercise, if the value so reflected is less than any Applicable Warrant
Exercise Price immediately prior to such consolidation, merger or sale). Prior to the consummation of any other Organic Change, the Company
shall make appropriate provision (in form and substance satisfactory to the holders of Warrants representing a majority of the Warrant
Shares issuable upon exercise of the Warrants then outstanding) to insure that each of the holders of the Warrants will thereafter have
the right to acquire and receive in lieu of or in addition to (as the case may be) the Warrant Shares immediately theretofore issuable
and receivable upon the exercise of such holder’s Warrants (without regard to any limitations on exercise), such shares of
stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number
of Warrant Shares which would have been issuable and receivable upon the exercise of such holder’s Warrant as of the date of such
Organic Change (without taking into account any limitations or restrictions on the exercisability of this Warrant).


 






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Section 10 Lost, Stolen,
Mutilated or Destroyed Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company shall promptly, on receipt of
an indemnification undertaking (or, in the case of a mutilated Warrant, the Warrant), issue a new Warrant of like denomination and tenor
as this Warrant so lost, stolen, mutilated or destroyed.


 


Section 11 Notice.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered upon: (i) receipt, when delivered personally, (ii) 1 Business Day after deposit with
an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same, or (iii)
receipt, when sent by electronic mail (provided that the electronic mail transmission is not returned in error or the sender is not otherwise
notified of any error in transmission. The addresses and email addresses for such communications shall be:


 


 


	If to Holder:	YAII PN, Ltd.
	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Attention:Mark A. Angelo
	 	Telephone:(201) 536-5114
	 	Email:mangelo@yorkvilleadvisors.com
	 	 
	With Copy to:	David Gonzalez, Esq.
	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Telephone:(201) 536-5109
	 	Email:dgonzalez@yorkvilleadvisors.com
	 	 
	If to the Company, to:	Samsara Luggage, Inc.
	 	One University Plaza – Suite 505
	 	Hackensack, NJ 07601
	 	
    Attention: Atara Dzikowski

    Telephone: (855) 256-7477

    Email: atara@samsaraluggage.com

	 	 
	
    With a copy to:

     

     
	
    SRK Kronengold Law Offices

    Oppenheimer Offices 7

    Rabin Science Park

    Rehovot, Israel

	 	
    Attention: Steven Kronengold, Esq.

    Telephone: +972 8 936 0998

    Email: steve@kronengold.com

    



 


or at such other address and/or electronic email
address and/or to the attention of such other person as the recipient party has specified by written notice given to each other party
3 Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice,
consent, waiver or other communication, (ii) mechanically or electronically generated by the sender’s computer containing the time,
date, recipient’s electronic mail address and the text of such electronic mail or (iii) provided by a nationally recognized overnight
delivery service, shall be rebuttable evidence of personal service, receipt by electronic mail or receipt from a nationally recognized
overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 






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Section 12 Date.
The date of this Warrant is set forth on page 1 hereof. This Warrant, in all events, shall be wholly void and of no effect after
the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of Section 3(d)
shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this
Warrant.


 


Section 13 Amendment
and Waiver. Except as otherwise provided herein, the provisions of the Warrant may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent
of the holders of Warrants representing at least 2/3rds of the Warrant Shares issuable upon exercise of the Warrants then outstanding;
provided that, except for Section 8(c), no such action may increase the Warrant Exercise Price or decrease the number of shares or class
of stock obtainable upon exercise of any Warrant without the written consent of the holder of such Warrant.


 


Section 14 Assignment This
Warrant may be assigned by the Holder only if such assignment is made in compliance with all applicable laws, including federal and state
securities laws. In connection with any permitted transfer, the transferee shall make such representation and warranties to the Company,
consistent with Section 6 hereof, as the Company may reasonably request.


 


Section 15.Descriptive
Headings; Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. The corporate laws of the State of New Jersey shall govern all issues concerning the
relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New Jersey, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New Jersey or any other jurisdictions) that would cause the application of the laws
of any jurisdictions other than the State of New Jersey. Each party hereby irrevocably submits to the exclusive jurisdiction of the Superior
Court of the state courts sitting in Union County New Jersey and the Federal District Court for the District of New Jersey sitting in
Newark, New Jersey, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.


 


Section 16. Remedies, Other
Obligations, Breaches and Injunctive Relief. The remedies provided in this Warrant shall be cumulative and in addition to all other
remedies available under this Warrant, in any other agreement between the Company and the Holder, at law or in equity (including a decree
of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages
for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore
agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other
security being required.


 


Section 17. Waiver
of Jury Trial. AS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS WARRANT, THE PARTIES HERETO HEREBY WAIVE ANY
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND ALL OF THE TRANSACTION DOCUMENTS
ASSOCIATED WITH THIS TRANSACTION.


 


REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


 




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IN WITNESS WHEREOF,
the Company has caused this Warrant to be signed as of the date first set forth above.


 


	 	
    SAMSARA LUGGAGE, INC.

    

	 	 
	 	By:	            
	 	Name:	Atara Dzikowski
	 	Title:	Chief Executive Officer



 



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EXHIBIT A TO WARRANT


 


EXERCISE NOTICE


 


TO BE EXECUTED

BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT


 


SAMSARA LUGGAGE, INC.


 


The undersigned holder hereby
exercises the right to purchase ______________ of the shares of Common Stock (“Warrant Shares”) of SAMSARA LUGGAGE,
INC. (the “Company”), evidenced by the attached Warrant (the “Warrant”). Capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


Specify Method of exercise by
check mark:


 


1. ___Cash Exercise


 


(a) Payment of
Warrant Exercise Price. The holder shall pay the Aggregate Exercise Price of $______________ to the Company in accordance with the
terms of the Warrant.


 


(b) Delivery
of Warrant Shares. The Company shall deliver to the holder _________ Warrant Shares in accordance with the terms of the Warrant.


 


2. ___Cashless Exercise


 


(a) Payment of
Warrant Exercise Price. In lieu of making payment of the Aggregate Exercise Price, if permitted by the terms of the Warrant, the holder
elects to receive upon such exercise the Net Number of shares of Common Stock determined in accordance with the terms of the Warrant.


 


(b) Delivery
of Warrant Shares. The Company shall deliver to the holder _________ Warrant Shares in accordance with the terms of the Warrant.


 


Date: _______________ __, ______


 


	Name of Registered Holder	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 
	Address:	 
	Taxpayer ID No.:	 



 







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EXHIBIT B TO WARRANT


 


FORM OF WARRANT POWER


 


FOR VALUE RECEIVED,
the undersigned does hereby assign and transfer to ________________, Federal Identification No. __________, a warrant to purchase
____________ shares of the capital stock of SAMSARA LUGGAGE, INC. represented by warrant certificate no. _____, standing in the name
of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint ______________, attorney
to transfer the warrant of said corporation, with full power of substitution in the premises.


 


	Dated:	 	 	 



 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


 


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