Exhibit 4.3


 


NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES


 


PLACEMENT AGENT PREFERRED INVESTMENT
OPTION


 


toughbuilt
industries, inc.


 


	Preferred Investment Option Shares:                    	Initial Exercise Date: November 17, 2022


 


THIS PLACEMENT AGENT
PREFERRED INVESTMENT OPTION (the “Preferred Investment Option”) certifies that, for value received, ________
or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and
on or prior to 5:00 p.m. (New York City time) on November 17, 2025 (the “Termination Date”) but not thereafter,
to subscribe for and purchase from ToughBuilt Industries, Inc., a Nevada corporation (the “Company”), up to
____ shares (as subject to adjustment hereunder, the “Preferred Investment Option Shares”) of Common Stock.
The purchase price of one share of Common Stock under this Preferred Investment Option shall be equal to the Exercise Price, as
defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C.
Wainwright & Co., LLC, dated as of November 14, 2022.


 


Section 1.         Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement
(the “Purchase Agreement”), dated November 15, 2022, among the Company and the purchasers signatory thereto.


 




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Section 2.         Exercise.


 


a)       Exercise
of Preferred Investment Option. Exercise of the purchase rights represented by this Preferred Investment Option may be made,
in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery
to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise
in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii)
the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date
of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Preferred Investment Option Shares specified
in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless
exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of
Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise
be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Preferred
Investment Option to the Company until the Holder has purchased all of the Preferred Investment Option Shares available hereunder
and the Preferred Investment Option has been exercised in full, in which case, the Holder shall surrender this Preferred Investment
Option to the Company for cancellation within five (5) Trading Days of the date on which the final Notice of Exercise is delivered
to the Company. Partial exercises of this Preferred Investment Option resulting in purchases of a portion of the total number of
Preferred Investment Option Shares available hereunder shall have the effect of lowering the outstanding number of Preferred Investment
Option Shares purchasable hereunder in an amount equal to the applicable number of Preferred Investment Option Shares purchased.
The Holder and the Company shall maintain records showing the number of Preferred Investment Option Shares purchased and the date
of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such
notice. The Holder and any assignee, by acceptance of this Preferred Investment Option, acknowledge and agree that, by reason
of the provisions of this paragraph, following the purchase of a portion of the Preferred Investment Option Shares hereunder, the
number of Preferred Investment Option Shares available for purchase hereunder at any given time may be less than the amount stated
on the face hereof.


 


b)       Exercise
Price. The exercise price per share of Common Stock under this Preferred Investment Option shall be $ $3.578365, subject
to adjustment hereunder (the “Exercise Price”)


 


c)       Cashless
Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained
therein is not available for the resale of the Preferred Investment Option Shares by the Holder, then this Preferred Investment
Option may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder
shall be entitled to receive a number of Preferred Investment Option Shares equal to the quotient obtained by dividing [(A-B) (X)]
by (A), where:


 


(A)
= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice
of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed
and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as
defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option
of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z)
the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”)
as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during
“regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2)
hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP
on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise
is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading
Day;


 




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(B) = the
Exercise Price of this Preferred Investment Option, as adjusted hereunder; and


 


(X)
= the number of Preferred Investment Option Shares that would be issuable upon exercise of this Preferred Investment Option in
accordance with the terms of this Preferred Investment Option if such exercise were by means of a cash exercise rather than a cashless
exercise.


 


If Preferred
Investment Option Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section
3(a)(9) of the Securities Act, the holding period of the Preferred Investment Option Shares being issued may be tacked on to the
holding period of this Preferred Investment Option. The Company agrees not to take any position contrary to this Section 2(c).


 


“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common
Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on
a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading
Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as
applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock
are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices),
the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a
share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest
of the Preferred Investment Options then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall
be paid by the Company.


 




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“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then
reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most
recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of
Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Preferred
Investment Options then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the
Company.


 


Notwithstanding
anything herein to the contrary, on the Termination Date, this Preferred Investment Option shall be automatically exercised via
cashless exercise pursuant to this Section 2(c).


 


		d)	Mechanics of Exercise.



 


		i.	Delivery of Preferred Investment Option Shares Upon Exercise. The Company shall cause the
Preferred Investment Option Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account
of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal
at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an
effective registration statement permitting the issuance of the Preferred Investment Option Shares to or resale of the Preferred
Investment Option Shares by the Holder or (B) the Preferred Investment Option Shares are eligible for resale by the Holder without
volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Preferred Investment Options), and
otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or
its designee, for the number of Preferred Investment Option Shares to which the Holder is entitled pursuant to such exercise to
the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (A) the earlier of (i) two (2)
Trading Days and (ii) the number of days comprising the Standard Settlement Period, in each case after the delivery to the Company
of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company (such date,
the “Preferred Investment Option Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder
shall be deemed for all corporate purposes to have become the holder of record of the Preferred Investment Option Shares with respect
to which this Preferred Investment Option has been exercised, irrespective of the date of delivery of the Preferred Investment
Option Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received
by the Preferred Investment Option Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Preferred
Investment Option Shares subject to a Notice of Exercise by the Preferred Investment Option Share Delivery Date, the Company shall
pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Preferred Investment Option Shares subject
to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day
(increasing to $20 per Trading Day on the third Trading Day after the Preferred Investment Option Share Delivery Date) for each
Trading Day after such Preferred Investment Option Share Delivery Date until such Preferred Investment Option Shares are delivered
or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so
long as this Preferred Investment Option remains outstanding and exercisable. As used herein, “Standard Settlement Period”
means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with
respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.



 




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ii.       Delivery
of New Preferred Investment Options Upon Exercise. If this Preferred Investment Option shall have been exercised in part, the
Company shall, at the request of a Holder and upon surrender of this Preferred Investment Option certificate, at the time of delivery
of the Preferred Investment Option Shares, deliver to the Holder a new Preferred Investment Option evidencing the rights of the
Holder to purchase the unpurchased Preferred Investment Option Shares called for by this Preferred Investment Option, which new
Preferred Investment Option shall in all other respects be identical with this Preferred Investment Option.


 


iii.       Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Preferred Investment Option Shares pursuant
to Section 2(d)(i) by the Preferred Investment Option Share Delivery Date, then the Holder will have the right to rescind such
exercise.


 


iv.       Compensation
for Buy-In on Failure to Timely Deliver Preferred Investment Option Shares Upon Exercise. In addition to any other rights available
to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Preferred Investment Option Shares
in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Preferred Investment Option
Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or
otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale
by the Holder of the Preferred Investment Option Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the
number of Preferred Investment Option Shares that the Company was required to deliver to the Holder in connection with the exercise
at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option
of the Holder, either reinstate the portion of the Preferred Investment Option and equivalent number of Preferred Investment Option
Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder
the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery
obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In
with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation
of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The
Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon
request of the Company, evidence of the amount of such loss. Nothing herein shall limit a 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 shares of Common Stock upon exercise of the Preferred
Investment Option as required pursuant to the terms hereof.


 




    	 	5	 



     


    

 








v.       No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Preferred Investment Option. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon
such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount
equal to such fraction multiplied by the Exercise Price or round up to the next whole share.


 


vi.       Charges,
Taxes and Expenses. Issuance of Preferred Investment Option Shares shall be made without charge to the Holder for any issue
or transfer tax or other incidental expense in respect of the issuance of such Preferred Investment Option Shares, all of which
taxes and expenses shall be paid by the Company, and such Preferred Investment Option Shares shall be issued in the name of the
Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Preferred
Investment Option Shares are to be issued in a name other than the name of the Holder, this Preferred Investment Option when surrendered
for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require,
as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall
pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Preferred
Investment Option Shares.


 


vii.       Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this
Preferred Investment Option, pursuant to the terms hereof.


 


e)           Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Preferred Investment Option, and a Holder shall not
have the right to exercise any portion of this Preferred Investment Option, pursuant to Section 2 or otherwise, to the extent that
after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with
the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates
(such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the
Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of
this Preferred Investment Option with respect to which such determination is being made, but shall exclude the number of shares
of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Preferred Investment Option
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised
or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents)
subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder
or any of its Affiliates or Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Section
2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation
is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed
in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether
this Preferred Investment Option is exercisable (in relation to other securities owned by the Holder together with any Affiliates
and Attribution Parties) and of which portion of this Preferred Investment Option is exercisable shall be in the sole discretion
of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this
Preferred Investment Option is exercisable (in relation to other securities owned by the Holder together with any Affiliates and
Attribution Parties) and of which portion of this Preferred Investment Option is exercisable, in each case subject to the Beneficial
Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition,
a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), 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 (A) the Company’s
most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the
Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock
outstanding.  Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and
in writing to the 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 conversion or exercise of securities of the Company, including this
Preferred Investment Option, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding
shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise
of this Preferred Investment Option. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership
Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the
number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon
exercise of this Preferred Investment Option held by the Holder and the provisions of this Section 2(e) shall continue to apply.
Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered
to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with
the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Preferred
Investment Option.


 




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Section 3.         Certain
Adjustments.


 


a)       Stock
Dividends and Splits. If the Company, at any time while this Preferred Investment Option is outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company
upon exercise of this Preferred Investment Option), (ii) subdivides outstanding shares of Common Stock into a larger number of
shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares,
or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case
the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of
Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Preferred Investment
Option shall be proportionately adjusted such that the aggregate Exercise Price of this Preferred Investment Option shall remain
unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date
in the case of a subdivision, combination or re-classification.


 




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b)       Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues
or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Preferred Investment Option
(without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately
before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken,
the date as of which the record holders of shares of Common Stock 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 exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase
Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent)
and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


c)       Pro
Rata Distributions. During such time as this Preferred Investment Option is outstanding, if the Company shall declare or make
any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way
of return of capital or otherwise, other than cash (including, without limitation, any distribution of stock or other securities,
property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar
transaction) (a “Distribution”), at any time after the issuance of this Preferred Investment Option, then, in
each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have
participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Preferred
Investment Option (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership
Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date
as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,
however, that, to the extent that the Holder's right to participate in any such Distribution would result in the Holder
exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such
extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion
of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would
not result in the Holder exceeding the Beneficial Ownership Limitation).


 




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d)       Fundamental
Transaction. If, at any time while this Preferred Investment Option is outstanding, (i) the Company, directly or indirectly,
in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company
(and all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer,
conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any,
direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant
to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property
and has been accepted by the holders of 50% or more of the outstanding Common Stock or 50% or more of the voting power of the common
equity of the Company or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash
or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or
scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding
shares of Common Stock or 50% or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”)
occurs or is consummated, then, upon any subsequent exercise of this Preferred Investment Option, the Holder shall have the right
to receive, for each Preferred Investment Option Share that would have been issuable upon such exercise immediately prior to the
occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the
exercise of this Preferred Investment Option), the number of shares of Common Stock of the successor or acquiring corporation or
of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Preferred
Investment Option is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section
2(e) on the exercise of this Preferred Investment Option). For purposes of any such exercise, the determination of the Exercise
Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among
the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Preferred
Investment Option following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental
Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time
concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public
announcement of the applicable Fundamental Transaction), purchase this Preferred Investment Option from the Holder by paying to
the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Preferred
Investment Option on the date of the consummation of such Fundamental Transaction; provided, however, that, if the
Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of Directors, the Holder
shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such Fundamental
Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised
portion of this Preferred Investment Option, that is being offered and paid to the holders of Common Stock of the Company in connection
with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether
the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the
Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid
any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of
the Successor Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction.
“Black Scholes Value” means the value of this Preferred Investment Option based on the Black-Scholes Option
Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable
Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate
for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction
and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the
HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the Trading Day immediately following the
public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation
shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration,
if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day
immediately preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation of the
applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section
3(d) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable contemplated
Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be
made by wire transfer of immediately available funds (or such other consideration) within five (5) Trading Days of the Holder’s
election (or, if later, on the effective date of the consummation of the Fundamental Transaction). The Company shall cause any
successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)
to assume in writing all of the obligations of the Company under this Preferred Investment Option and the other Transaction Documents
in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory
to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option
of the Holder, deliver to the Holder in exchange for this Preferred Investment Option a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Preferred Investment Option which is exercisable for
a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common
Stock acquirable and receivable upon exercise of this Preferred Investment Option (without regard to any limitations on the exercise
of this Preferred Investment Option) prior to such Fundamental Transaction, and with an exercise price which applies the exercise
price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant
to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such
exercise price being for the purpose of protecting the economic value of this Preferred Investment Option immediately prior to
the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon
the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under
this Preferred Investment Option (so that from and after the occurrence or consummation of such Fundamental Transaction, each and
every provision of this Preferred Investment Option and the other Transaction Documents referring to the “Company”
shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor
Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto
and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Preferred
Investment Option and the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor
Entities, jointly and severally, had been named as the Company herein.


 




    	 	9	 



     


    

 








e)           Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


f)           Notice
to Holder.


 


i.       Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to
the number of Preferred Investment Option Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii.       Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares
of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is
a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock
is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to
the Holder at its last email address as it shall appear upon the Preferred Investment Option Register of the Company, at least
20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which
a record is to be taken for the purpose of such dividend, distribution, redemption, rights or Preferred Investment Options, or
if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that
holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure
to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required
to be specified in such notice. To the extent that any notice provided in this Preferred Investment Option constitutes, or contains,
material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice
with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Preferred Investment
Option during the period commencing on the date of such notice to the effective date of the event triggering such notice except
as may otherwise be expressly set forth herein.


 


Section 4.              Transfer
of Preferred Investment Option.


 


a)           Transferability.
Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions
of Section 4.1 of the Purchase Agreement, this Preferred Investment Option and all rights hereunder (including, without limitation,
any registration rights) are transferable, in whole or in part, upon surrender of this Preferred Investment Option at the principal
office of the Company or its designated agent, together with a written assignment of this Preferred Investment Option substantially
in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes
payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver
a new Preferred Investment Option or Preferred Investment Options in the name of the assignee or assignees, as applicable, and
in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Preferred
Investment Option evidencing the portion of this Preferred Investment Option not so assigned, and this Preferred Investment Option
shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender
this Preferred Investment Option to the Company unless the Holder has assigned this Preferred Investment Option in full, in which
case, the Holder shall surrender this Preferred Investment Option to the Company within three (3) Trading Days of the date on which
the Holder delivers an assignment form to the Company assigning this Preferred Investment Option in full. The Preferred Investment
Option, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Preferred Investment
Option Shares without having a new Preferred Investment Option issued.


 




    	 	10	 



     


    

 








b)           New
Preferred Investment Options. This Preferred Investment Option may be divided or combined with other Preferred Investment Options
upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations
in which new Preferred Investment Options are to be issued, signed by the Holder or its agent or attorney. Subject to compliance
with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver
a new Preferred Investment Option or Preferred Investment Options in exchange for the Preferred Investment Option or Preferred
Investment Options to be divided or combined in accordance with such notice. All Preferred Investment Options issued on transfers
or exchanges shall be dated the initial issuance date of this Preferred Investment Option and shall be identical with this Preferred
Investment Option except as to the number of Preferred Investment Option Shares issuable pursuant thereto.


 


c)            Preferred
Investment Option Register. The Company shall register this Preferred Investment Option, upon records to be maintained by the
Company for that purpose (the “Preferred Investment Option Register”), in the name of the record Holder hereof
from time to time. The Company may deem and treat the registered Holder of this Preferred Investment Option as the absolute owner
hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice
to the contrary.


 


d)            Transfer
Restrictions. If, at the time of the surrender of this Preferred Investment Option in connection with any transfer of this
Preferred Investment Option, the transfer of this Preferred Investment Option shall not be either (i) registered pursuant to an
effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible
for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company
may require, as a condition of allowing such transfer, that the Holder or transferee of this Preferred Investment Option, as the
case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.


 


e)            Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Preferred Investment
Option and, upon any exercise hereof, will acquire the Preferred Investment Option Shares issuable upon such exercise, for its
own account and not with a view to or for distributing or reselling such Preferred Investment Option Shares or any part thereof
in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under
the Securities Act.


 


Section 5.             Miscellaneous.


 


a)           No
Rights as Stockholder Until Exercise; No Settlement in Cash. This Preferred Investment Option does not entitle the Holder to
any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section
2(d)(i), except as expressly set forth in Section 3. Without limiting the rights of a Holder to receive Preferred Investment Option
Shares on a “cashless exercise,” and to receive the cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv),
in no event will the Company be required to net cash settle an exercise of this Preferred Investment Option.


 




    	 	11	 



     


    

 








b)           Loss,
Theft, Destruction or Mutilation of Preferred Investment Option. The Company covenants that upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Preferred Investment Option or any
stock certificate relating to the Preferred Investment Option Shares, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it (which, in the case of the Preferred Investment Option, shall not include the posting of
any bond), and upon surrender and cancellation of such Preferred Investment Option or stock certificate, if mutilated, the Company
will make and deliver a new Preferred Investment Option or stock certificate of like tenor and dated as of such cancellation, in
lieu of such Preferred Investment Option or stock certificate.


 


c)          Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding
Trading Day.


 


d)          Authorized
Shares.


 


The Company covenants
that, during the period the Preferred Investment Option is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Preferred Investment Option Shares upon the exercise of
any purchase rights under this Preferred Investment Option. The Company further covenants that its issuance of this Preferred Investment
Option shall constitute full authority to its officers who are charged with the duty of issuing the necessary Preferred Investment
Option Shares upon the exercise of the purchase rights under this Preferred Investment Option. The Company will take all such reasonable
action as may be necessary to assure that such Preferred Investment Option Shares may be issued as provided herein without violation
of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The
Company covenants that all Preferred Investment Option Shares which may be issued upon the exercise of the purchase rights represented
by this Preferred Investment Option will, upon exercise of the purchase rights represented by this Preferred Investment Option
and payment for such Preferred Investment Option Shares in accordance herewith, be duly authorized, validly issued, fully paid
and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than
taxes in respect of any transfer occurring contemporaneously with such issue).


 




    	 	12	 



     


    

 








Except and
to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate 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 of this
Preferred Investment Option, but will at all times in good faith assist in the carrying out of all such terms and in the taking
of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Preferred Investment
Option against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of
any Preferred Investment Option Shares above the amount payable therefor upon such exercise immediately prior to such increase
in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable Preferred Investment Option Shares upon the exercise of this Preferred Investment Option and (iii)
use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Preferred Investment Option.


 


Before taking
any action which would result in an adjustment in the number of Preferred Investment Option Shares for which this Preferred Investment
Option is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.


 


e)          Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Preferred Investment Option shall be
determined in accordance with the provisions of the Purchase Agreement.


 


f)          Restrictions.
The Holder acknowledges that the Preferred Investment Option Shares acquired upon the exercise of this Preferred Investment Option,
if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal
securities laws.


 


g)         Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Preferred Investment Option or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any
provision of this Preferred Investment Option, which results in any material damages to the Holder, the Company shall pay to the
Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’
fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise
enforcing any of its rights, powers or remedies hereunder.


 


h)          Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
to the address of the holder in the Warrant Register.


 




    	 	13	 



     


    

 








i)            Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Preferred Investment
Option to purchase Preferred Investment Option Shares, and no enumeration herein of the rights or privileges of the Holder, shall
give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether
such liability is asserted by the Company or by creditors of the Company.


 


j)            Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Preferred Investment Option. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Preferred Investment Option
and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 


k)            Successors
and Assigns. Subject to applicable securities laws, this Preferred Investment Option and the rights and obligations evidenced
hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors
and permitted assigns of Holder. The provisions of this Preferred Investment Option are intended to be for the benefit of any Holder
from time to time of this Preferred Investment Option and shall be enforceable by the Holder or holder of Preferred Investment
Option Shares.


 


l)            Amendment.
This Preferred Investment Option may be modified or amended or the provisions hereof waived with the written consent of the Company
and the Holder of this Preferred Investment Option.


 


m)          Severability.
Wherever possible, each provision of this Preferred Investment Option shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Preferred Investment Option shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of
such provisions or the remaining provisions of this Preferred Investment Option.


 


n)            Headings.
The headings used in this Preferred Investment Option are for the convenience of reference only and shall not, for any purpose,
be deemed a part of this Preferred Investment Option.


 


********************


 


(Signature Page Follows)


 




    	 	14	 



     


    

 








IN WITNESS WHEREOF, the
Company has caused this Preferred Investment Option to be executed by its officer thereunto duly authorized as of the date first
above indicated.


 


	 	toughbuilt industries, inc.	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 




    	 	15	 



     


    

 








NOTICE OF EXERCISE


 


		To:	toughbuilt industries, inc.



 


(1)       The
undersigned hereby elects to purchase _____ Preferred Investment Option Shares of the Company pursuant to the terms of the attached
Preferred Investment Option (only if exercised in full), and tenders herewith payment of the exercise price in full, together with
all applicable transfer taxes, if any.


 


(2)       Payment
shall take the form of (check applicable box):


 





 ̈
in lawful money of the United States; or


 


 ̈
if permitted, the cancellation of such number of Preferred Investment
Option Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Preferred Investment
Option with respect to the maximum number of Preferred Investment Option Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).







 


(3)       Please
issue said Preferred Investment Option Shares in the name of the undersigned or in such other name as is specified below:


 


	 	 	 


 





The Preferred Investment Option Shares
shall be delivered to the following DWAC Account Number:


 


	 	 	 


 


	 	 	 


 


	 	 	 


  


(4)       Accredited
Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities
Act of 1933, as amended.


 


[SIGNATURE
OF HOLDER]


 


Name of Investing Entity: ________________________________________________________________________


Signature of Authorized Signatory of
Investing Entity: _________________________________________________


Name of Authorized Signatory: ___________________________________________________________________


Title of Authorized Signatory: ____________________________________________________________________


Date: ________________________________________________________________________________________


 




    	 	 	 



     


    

 








ASSIGNMENT FORM


 


(To assign the
foregoing Preferred Investment Option, execute this form and supply required information. Do not use this form to exercise the
Preferred Investment Option to purchase shares.)


 


FOR VALUE RECEIVED,
the foregoing Preferred Investment Option and all rights evidenced thereby are hereby assigned to


 


	Name:	 	 
	 	 	(Please Print)
	 	 	 
	Address:	 	 
	 	 	(Please Print)
	 	 	 
	Phone Number:	 	 
	 	 	 
	Email Address: 	 	 
	 	 	 
	Dated: _______________ __, ______	 	 
	 	 	 
	Holder’s Signature:                                   	 	 
	 	 	 
	Holder’s Address: