Exhibit 4.1


 


WARRANT AMENDMENT AGREEMENT


 


This Warrant Amendment Agreement
(this “Agreement”), dated as of November 21, 2022, is by and between WiSA Technologies, Inc., a Delaware
corporation (the “Company”), and Maxim Partners LLC, the holder (the “Holder”) of a Placement Agent
Warrant to purchase shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”).


 


WHEREAS,
the Holder is the beneficial owner of a Placement Agent Warrant to purchase an aggregate of 194,384 Warrant Shares at an exercise price
of $0.997 per share that were originally issued on August 15, 2022, which original Placement Agent Warrant is attached as Annex
A hereto (the “Original Placement Agent Warrant”).


 


WHEREAS,
the Company and the Holders desire to amend Section 5.1 and Section 5.2 of the Original Placement Agent Warrant; and


 


WHEREAS,
the Original Placement Agent Warrant may be modified or amended, or the provisions thereof waived with the written consent of the Company
and the Holder.


 


NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for good and valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Holder and the Company hereby agree as follows:


 


1. Amendment and Restatement
of Section 4(a), Section 5.1 and Section 5.2 of the Original Placement Agent Warrant. The Company and the Holder hereby
consent and agree that Section 5 of the Original Placement Agent Warrant shall be amended and restated in its entirety as follows:


 


4. (a)Transferability.
Subject to compliance with any applicable rules and regulations of the Financial Industry Regulatory
Authority and any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant and all rights
hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant
at the principal office of the Company or its designated agent, together with a written assignment of this Warrant 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 Warrant or
Warrants 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 Warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender
this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant
to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant
full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without
having a new Warrant issued. Notwithstanding anything to the contrary contained herein, pursuant to Rule 5110(e) this Warrant
may not be sold, transferred, pledged, assigned or hypothecated or be the subject of any hedging, short sale, derivative, put or call
transaction that would result in the effective economic disposition of this Warrant and/or the Warrant Shares, for a period of 180 days
after the Initial Issuance Date except that the lock up restrictions will not apply: (i) to a security required to be transferred
by operation of law or by reason of reorganization of the Company, (ii) if the aggregate amount of securities of the Company
held by the Holder or related person do not exceed 1% of the securities being offered, (iii) to
a security of an issuer that meets the registration requirements of SEC Registration Forms S-3, F-3 or F-10; (iv) to
a non-convertible or non-exchangeable debt security acquired in a transaction related to the public offering; (v) to a derivative
instrument acquired in connection with a hedging transaction related to the public offering and at a fair price; (vi) if the security
was acquired in a transaction that met the requirements of paragraph (d) of Rule 5110;(vii) if the security is beneficially
owned on a pro-rata basis by all equity owners of an investment fund, (viii) if the security is beneficially owned on a pro-rata
basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the
fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; (viii) if the security was received
as underwriting compensation, and is registered and sold as part of a firm commitment offering; (ix) to a security that is “actively-traded”
(as defined in Rule 101(c)(1) of SEC Regulation M); (x) to the transfer of any security to any member participating in
the offering and its officers or partners, its registered persons or affiliates, if all transferred securities remain subject to the lock-up
restriction set forth above for the remainder of the 180-day lock-up period; (xi) to the exercise or conversion of any security,
if all securities received remain subject to the lock-up restriction set forth above for the remainder of the 180-day lock-up period;
or (xiii) to the transfer or sale of the security back to the issuer in a transaction exempt
from registration with the SEC.


 






    


     


    

 


5.1            Registration
Rights. The Holder is hereby granted all registration rights set forth in the Securities Purchase Agreement, dated as of August 15,
2022, by and between the Company and Lind Global Fund II LP (the “Securities Purchase Agreement”) to the full extent
as if the Holder was a party to such agreement; provided, however that the Holder shall, in its sole and absolute discretion, make the
determination as to whether to include its Warrant Shares in the registration statement. The Holder shall notify the Company prior to
the filing of the applicable registration statement, if it chooses not to include its Warrant Shares therein. Notwithstanding anything
to the contrary herein, in the event the Warrant Shares are registered for resale, the Warrants may not be transferred, assigned or hypothecated
for a period of six (6) months following the Initial Exercise Date, except that the Warrant and Warrant Shares may be assigned, in
whole or in part, to any successor, officer or member of the Placement Agent (or to officers, or partners of any such successor of the
member as provided in Section 4(a) hereof). For the avoidance of doubt and notwithstanding the foregoing, the registration right
set forth in this Section 5.1 expire on the fifth anniversary of the Initial Issuance Date in accordance with FINRA Rule 5110(g)(8)(C).
Notwithstanding anything to the contrary herein, in the event that the Holder should have any demand rights with respect to the registration
of the Warrant Shares the Holder shall have no more than one demand registration right at the Company’s expense in accordance with
FINRA Rule 5110(g)(8)(B).


 


5.2.1            “Piggy-Back”
Registration Rights. If the Company at any time determines to file a registration statement under the Securities Act to register the
offer and sale, by the Company, of Common Stock (other than (x) on Form S-4 or Form S-8 under the Securities Act or any
successor forms thereto, (y) an at-the-market offering, or (z) a registration of securities solely relating to an offering and
sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), the Company
shall, as soon as reasonably practicable, give written notice to the Holder of its intention to so register the offer and sale of Common
Stock and, upon the written request, given within five (5) Business Days after delivery of any such notice by the Company, of the
Holder to include in such registration the Warrant Shares (which request shall specify the number of Warrant Shares proposed to be included
in such registration), the Company shall cause all such Warrant Shares to be included in such registration statement on the same terms
and conditions as the Common Stock otherwise being sold pursuant to such registered offering.


 


5.2.2            Grant
of Piggy-Back Registration Right. The Holder shall have the piggy-back registration right set forth in Section 5.2.1, for a period
of no more than five (5) years from the Initial Exercise Date in compliance with FINRA Rule 5110(g)(8)(D), to include the Warrant
Shares as part of anther registration of securities filed by the Company as set forth in Section 5.2.1; provided, however, that if,
solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof
shall, in its reasonable discretion, impose a limitation on the number of shares of Common Stock that may be included in the Registration
Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate
public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Warrant
Shares with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Warrant
Shares shall be made pro rata among the Holders seeking to include Warrant Shares in proportion to the number of Warrant Shares sought
to be included by such Holders; provided, however, that the Company shall not exclude any Warrant Shares unless the Company has first
excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement
or are not entitled to pro rata inclusion with the Warrant Shares.”


 


*****


 






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3. Effect of Amendment.
Except as expressly modified by this Agreement, the Original Placement Agent Warrant shall remain unmodified and in full force and effect.


 


4.
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be determined in accordance with the provisions of the Placement Agency Agreement.


 


5. Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute
one and the same instrument.


 


6. Electronic and Facsimile
Signatures. Any signature page delivered electronically or by facsimile (including without limitation transmission by .pdf) shall
be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment
hereto.


 


7. Headings. The headings
contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.


 


[Remainder of page intentionally left blank.]


 






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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.


 


 


	COMPANY:	 
	 	 
	 	 
	WISA TECHNOLOGIES, INC.	 
	 	 
	By:	/s/ George Oliva	 
	 	Name: George Oliva	 
	 	Title: Principal Financial Officer	 
	 	 
	 	 
	WARRANT HOLDER:	 
	 	 
	MAXIM PARTNERS LLC	 
	 	 
	 	 
	By:	/s/ Clifford A. Teller	 
	 	Name: Clifford A. Teller	 
	 	Title: Co-President	 
	 	 
	Number of Warrant Shares Underlying 
 Original Warrant held: 194,384	 





 






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Annex A


 


The Original Placement Agent Warrant


 


(attached)


 






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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 WARRANT


 


WISA TECHNOLOGIES, INC.


 


	Warrant Shares: 194,384 (subject to adjustment)1	Initial Issuance Date: August 15, 2022


 


THIS PLACEMENT AGENT WARRANT
TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Maxim Group LLC, 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 February 15, 2023 (the “Initial Exercise Date”) and prior to 5:00 p.m. (New
York time) on the date that is five (5) years following the Initial Issuance Date (the “Termination Date”) but
not thereafter, to subscribe for and purchase from WISA TECHNOLOGIES, INC., a Delaware corporation (the “Company”),
194,3841 shares of common stock, par value $0.0001 per share, of the Company (the “Warrant Shares”),
as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(b).


 


Section 1.
Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated in this
Section 1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Commission”
means the United States Securities and Exchange Commission.


 


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


 





 






1 The
number of Warrant Shares equals 5% of the aggregate number of Conversion Shares (as such term is defined in the Securities Purchase
Agreement).


 






     


     


    

 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Placement
Agency Agreement” means the Placement Agency Agreement, dated August 15, 2022, between the Placement Agent and the Company,
pursuant to which this Warrant has been issued.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


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


 


“Securities
Purchase Agreement” has the meaning set forth in Section 5.1 of this Warrant.


 


“Trading
Day” means a day on which the New York Stock Exchange is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York
Stock Exchange (or any successors to any of the foregoing).


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock 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 Financial 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 one share of Common Stock for such date (or the nearest preceding date) on the OTCQB or OTCQX as
applicable, (c) if Common Stock is not then listed or quoted for trading on the OTCQB or OTCQX and if prices for Common Stock are
then reported in the “Pink Sheets” published by OTC Markets Group (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price of one share of Common Stock so reported, as reported by Bloomberg Financial L.P. or (d) in
all other cases, the fair market value of one share of Common Stock as determined by an independent appraiser selected in good faith by
the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 






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Section 2.
Exercise.


 


a)                 
Exercise of the purchase rights represented by this Warrant 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 (or such other office or agency of the Company as it may
designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly
executed facsimile copy (or e-mail attachment) of the Notice of Exercise Form annexed hereto. Within two (2) Trading Days following
the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the 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 form be required. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder
has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall
surrender this Warrant to the Company for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered
to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable
number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and
the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within two (2) Business Days
of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the
provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant 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 the Common Stock under this Warrant shall be $0.997, subject to adjustment
hereunder (the “Exercise Price”).


 


c)                 
Cashless Exercise. If at any time on or after the Initial Exercise Date, there is no effective registration statement registering,
or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant 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 the number of Warrant 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)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the VWAP
on the Trading Day immediately preceding the date 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;


 


(B) = the
Exercise Price of this Warrant, as adjusted hereunder; and


 


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


 






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If
Warrant 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 Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period
of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares.  The Company agrees not to take
any position contrary to this Section 2(c).


 


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


 


d)                
Mechanics of Exercise.


 


i.           
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by its
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 Warrant Shares to or resale
of the Warrant Shares by Holder, or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale
limitations pursuant to Rule 144 and, in either case, the Warrant Shares have been sold by the Holder prior to the Warrant Share
Delivery Date (as defined below), 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 Warrant 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 two (2) Trading Days after the delivery to the
Company of the Notice of Exercise and provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise)
is made by the Holder (such date, the “Warrant Share Delivery Date”). If the Warrant Shares can be delivered via DWAC,
the transfer agent shall have received from the Company, at the expense of the Company, any legal opinions or other documentation required
by it to deliver such Warrant Shares without legend (subject to receipt by the Company of reasonable back up documentation from the Holder,
including with respect to affiliate status) and, if applicable and requested by the Company prior to the Warrant Share Delivery Date,
the transfer agent shall have received from the Holder a confirmation of sale of the Warrant Shares (provided the requirement of the Holder
to provide a confirmation as to the sale of Warrant Shares shall not be applicable to the issuance of unlegended Warrant Shares upon a
cashless exercise of this Warrant if the Warrant Shares are then eligible for resale pursuant to Rule 144(b)(1)). The Warrant Shares
shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a
holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise
Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior
to the issuance of such shares, having been paid. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject
to a Notice of Exercise by the second Trading Day following the Warrant 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 Warrant 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 fifth Trading Day
after such liquidated damages begin to accrue) for each Trading Day after the second Trading Day following such Warrant Share Delivery
Date until such Warrant Shares are delivered or Holder rescinds such exercise.


 






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


 


iii.           
Rescission Rights. If the Company fails to cause its transfer agent to deliver to the Holder the Warrant Shares pursuant to Section 2(d)(i) by
the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise; provided, however, that the
Holder shall be required to return any Warrant Shares or Common Stock subject to any such rescinded exercise notice concurrently with
the return to Holder of the aggregate Exercise Price paid to the Company for such Warrant Shares and the restoration of Holder’s
right to acquire such Warrant Shares pursuant to this Warrant (including, issuance of a replacement warrant certificate evidencing such
restored right).


 


iv.           
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to
the Holder, if the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares pursuant to an exercise on or
before the Warrant 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 Warrant 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 Warrant 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 Warrant and equivalent number of Warrant 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 Warrant
as required pursuant to the terms hereof.


 






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v.           
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of
this Warrant. 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 Warrant 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 Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant 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 Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant 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 Warrant 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 Warrant, pursuant to the terms hereof.


 


viii.           
Signature. This Section 2 and the exercise form attached hereto set forth the totality of the procedures required of the Holder
in order to exercise this Warrant.  Without limiting the preceding sentences, no ink-original exercise form shall be required, nor
shall any medallion guarantee (or other type of guarantee or notarization) of any exercise form be required in order to exercise this
Warrant.  No additional legal opinion, other information or instructions shall be required of the Holder to exercise this Warrant. 
The Company shall honor exercises of this Warrant and shall deliver Shares underlying this Warrant in accordance with the terms, conditions
and time periods set forth herein.


 






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e)                 
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, 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), 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 shall include the number of shares of Common Stock issuable upon exercise of
this Warrant 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 Warrant beneficially owned by the Holder or any of its
Affiliates 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.  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 Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates)
and of which portion of this Warrant 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 Warrant is exercisable (in relation to other securities owned by
the Holder together with any Affiliates) and of which portion of this Warrant 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 Company’s 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 two Trading Days 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 Warrant, by the
Holder or its Affiliates 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 Warrant. 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 Warrant 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 Warrant.


 






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Section 3.
Certain Adjustments.


 


a)                 
Stock Dividends and Splits. If the Company, at any time while this Warrant 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
Warrant), (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 Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this
Warrant 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. For the purposes of clarification, the Exercise
Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof, as applicable, sells or grants any
option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any
option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise
Price then in effect.


 


b)                 
[RESERVED]


 


c)               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 Warrant (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, 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).


 


d)                
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend (other
than cash dividends) 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 (including, without limitation, any distribution of cash, shares or other securities, property or options
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (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, 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). To the extent that this Warrant has not been partially or completely exercised at the time of such
Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised
this Warrant.


 






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e)                 
Fundamental Transaction. If, at any time while this Warrant 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, 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,
(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
or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding
shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated
or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a
 “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to
receive, for each Warrant 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 Warrant),
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 by holders of Common Stock as a result
of such Fundamental Transaction for each share of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental
Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). 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 Warrant following such 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 Warrant in accordance with the provisions of this Section 3(e) 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 Warrant a security of the Successor Entity evidenced by
a written instrument substantially similar in form and substance to this Warrant 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 Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and
with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative
value of the shares of 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 Warrant 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 succeed to, and be substituted for (so that from and
after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead
to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company
under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.


 






    9


     


    

 


f)                  
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.


 


g)                 
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 mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the
number of Warrant 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 is a party, any sale or transfer of all
or substantially all of the assets of the Company, 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 mailed a notice to the Holder at its last address as it shall appear
upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified,
stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,
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 provide such notice or any
defect therein shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice
provided hereunder 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 Warrant 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.


 






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Section 4.
Transfer of Warrant.


 


a)                 
Transferability. Subject to compliance with any applicable rules and regulations of
the Financial Industry Regulatory Authority and any applicable securities laws and the conditions set forth in Section 4(d) hereof,
this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,
upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this
Warrant 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 Warrant or Warrants 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 Warrant evidencing the portion of this Warrant not so
assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company
assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase
of Warrant Shares without having a new Warrant issued. Notwithstanding anything to the contrary contained herein, this Warrant may not
sold, transferred, assigned or hypothecated, nor may it be subject to any hedging, short sale, derivative, put or call transaction that
would result in the effective economic disposition of this Warrant and/or the Warrant Shares, for a period of 180 days after the Initial
Issuance Date to anyone other than (i) a selected dealer in connection with the Offering (as such term is defined in the Placement
Agency Agreement) or (ii) a bona fide officer or partner of the Placement Agent or selected dealer and only if any such transferee
agrees to the foregoing lock-up restrictions.


 


b)                 
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and denominations in which new Warrants 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 Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be
identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 






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c)                 
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder
of this Warrant 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)                
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants
that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its
own account and not with a view to or for distributing or reselling such Warrant 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. Registration
Rights.


 


5.1            Registration
Rights. The Holder is hereby granted all registration rights set forth in the Securities Purchase Agreement, dated as of August 15,
2022, by and between the Company and [       ] (the “Securities Purchase Agreement”) to the full extent
as if the Holder was a party to such agreement; provided, however that the Holder shall, in its sole and absolute discretion, make the
determination as to whether to include its Warrant Shares in the registration statement. The Holder shall notify the Company prior to
the filing of the applicable registration statement, if it chooses not to include its Warrant Shares therein. Notwithstanding anything
to the contrary herein, in the event the Warrant Shares are registered for resale, the Warrants may not be transferred, assigned or hypothecated
for a period of six (6) months following the Initial Exercise Date, except that the Warrant and Warrant Shares may be assigned, in
whole or in part, to any successor, officer or member of the Placement Agent (or to officers, or partners of any such successor of the
member as provided in Section 4(a) hereof).


 


5.2            Intentionally
omitted.


 


5.3            General
Terms



 


5.3.1          Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20 (a) of
the Exchange Act against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses
reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under
the Securities Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same
effect as the provisions pursuant to which the Company has agreed to indemnify the Investor (as defined in the Securities Purchase Agreement)
in Section 9.3(a) of the Securities Purchase. The Holder(s) of the Registrable Securities to be sold pursuant to such registration
statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage,
expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing
or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or otherwise, arising
from information furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such
registration statement to the same extent and with the same effect as the provisions contained in Section 9.3(b) of the Securities
Purchase Agreement pursuant to which the Investor has agreed to indemnify the Company.


 






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5.3.2           Exercise
of Warrants. Nothing contained in this Warrant shall be construed as requiring the Holder(s) to exercise their Warrants prior
to or after the initial filing of any registration statement or the effectiveness thereof.


 


5.3.3           Documents
Delivered to Holders. If requested by the Holder, the Company shall furnish to each Holder participating in any of the foregoing offerings
and to each underwriter of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion
of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten
public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold
comfort” letter dated the effective date of such registration statement (and, if such registration includes an underwritten public
offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent registered public accounting
firm which has issued a report on the Company’s financial statements included in such registration statement, in each case covering
substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such
accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions
of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities.
The Company shall also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described
below and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors
and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each
Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from
the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation
shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent
auditors, all to such reasonable extent and at such reasonable times as any such Holder shall reasonably request.


 


5.3.4           Documents
to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company
a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.


 


5.3.5           Damages.
Should the registration or the effectiveness thereof required by Section 5.1 hereof be delayed by the Company or the Company otherwise
fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available to the Holder(s),
be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach of such provisions
or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting bond or other
security.


 


Section 6.
Miscellaneous.


 


a)                 
No Rights as Stockholder Until Exercise. This Warrant 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).


 


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


 






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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 Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number
of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the
necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action
as may be necessary to assure that such Warrant 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 Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant and payment for such Warrant 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).


 


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 Warrant, 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 Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant 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 Warrant Shares upon the exercise of this Warrant 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 Warrant.


 


Before taking any
action which would result in an adjustment in the number of Warrant Shares for which this Warrant 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.


 






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e)              
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined
in accordance with the provisions of the Placement Agency Agreement.


 


f)                  
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, 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 Warrant or the Placement Agency Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant,
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, instruction or other document to be given hereunder by a party hereto shall be in writing and shall
be deemed to have been given, (i) when received if given in person or by courier or a courier service, (ii) on the date of transmission
if sent by facsimile or email transmission or (iii) three (3) business days after being deposited in the U.S. mail, certified
or registered mail, postage prepaid:


 


		(A)	If to the Company:



 


WiSA Technologies, Inc.


15268 NW Greenbrier Parkway


Beaverton, Oregon 97006


Attention: Brett Moyer, CEO


Email:        bmoyer@wisatechnologies.com


 


with a copy (for informational
purposes only) to:


 


Sullivan & Worcester, LLP


1633 Broadway


New York, New York 10019


Attention: David Danovitch, Esq.


Email:        ddanovitch@sullivanlaw.com


 


(B)          If
to the Holder, to the address set forth below or to such other individual or address as a party hereto may designate for itself by notice
given as herein provided.


 


Maxim Group LLC


300 Park Avenue, Floor 16


New York, New York 10022


Attention: Eddie Grossman, Managing Director, Investment
Banking


Email: egrossman@maximgrp.com


 






    15


     


    

 


with a copy (for informational
purposes only) to:


 


Blank Rome LLP


1271 Avenue of the Americas

New York, New York 10020


Attention: Patrick J. Egan, Esq.


Email: patrick.egan@blankrome.com


 


i)                   
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to
purchase Warrant 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 Warrant. 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 Warrant 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 Warrant 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 Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant Shares.


 


l)                  Amendment. This Warrant may be modified or amended, or the provisions hereof waived with the written consent of the Company and
the Holder.


 


m)               
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant 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 Warrant.


 


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


 


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


 


(Signature Page Follows)


 






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


 


	 	WISA TECHNOLOGIES, INC.
	 	 
	 	 
	 	By:	 
	 	 	Name: Brett Moyer
	 	 	Title: Chief Executive Officer


 






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NOTICE OF EXERCISE


 


TO:                WISA
TECHNOLOGIES, INC.


 


_________________________


 


(1)   The undersigned
hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (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 Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with
respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).


 


(3)   Please register
and issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


The Warrant Shares shall be delivered to the following
DWAC Account Number or by physical delivery of a certificate to:


 


_______________________________


 


_______________________________


 


_______________________________


 


(4)   Accredited
Investor. If the Warrant is being exercised via cash exercise, 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: 	 


 






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ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


 


FOR VALUE RECEIVED, [____] all
of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


_______________________________________________
whose address is


 


_______________________________________________________________.


 


 


_______________________________________________________________


 


Dated: ______________,
_______


 


Holder’s Signature: _____________________________


 


Holder’s Address: _____________________________


 


_____________________________


 


NOTE: The signature to this Assignment Form must
correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers
of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the
foregoing Warrant.





 


 






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