Exhibit
10.9 


 








WARRANT
AGENT AGREEMENT


 


WARRANT
AGENT AGREEMENT (this “Warrant Agreement”) dated as of ______________ (the “Issuance Date”)
between ToughBuilt Industries, Inc., a company incorporated under the laws of the State of Nevada (the “Company”),
and VStock Transfer, LLC (the “Warrant Agent”).







 


WHEREAS,
pursuant to the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated ______________,
by and among the Company and Joseph Gunnar & Co., LLC, as representative of the underwriters set forth therein, the
Company is engaged in a public offering (the “Offering”) of up to _______________ shares (the “Shares”)
of common stock, par value $0.0001 per share (the “Common Stock”) of the Company and up to _______________
Warrants (the “Warrants”) to purchase shares of Common Stock (the “Warrant Shares”), including
Shares and Warrants issuable pursuant to the underwriters over-allotment option;


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement
on Form S-1 (File No. 333-_______) (as the same may be amended from time to time, the “Registration Statement”),
for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Shares, Warrants
and Warrant Shares, and such Registration Statement was declared effective on;


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance
with the terms set forth in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise
of the Warrants;


 


WHEREAS,
the Company desires to provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and
the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations
of the Company, and to authorize the execution and delivery of this Warrant Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company with respect
to the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express
terms and conditions set forth in this Warrant Agreement (and no implied terms or conditions).


 




    	 



     


    

 





2.
Warrants.


 


2.1.
Form of Warrants. The Warrants shall be registered securities and shall be initially evidenced by a global certificate
(“Global Certificate”) in the form of Exhibit A to this Warrant Agreement, which shall be deposited
on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name
of Cede & Co., a nominee of DTC. If DTC subsequently ceases to make its settlement system available for the Warrants, the
Company may instruct the Warrant Agent regarding making arrangements for book-entry settlement. In the event that the Warrants
are not eligible for, or it is no longer necessary to have the Warrants available in, registration to the name of Cede &
Co., a nominee of DTC, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the
Warrant Agent for cancellation the Global Certificate, and the Company shall instruct the Warrant Agent to deliver to each
Holder (as defined below) separate certificates evidencing Warrants (“Definitive Certificates” and, together
with the Global Certificate, “Warrant Certificates”) , in the form of [Exhibit C] to this Warrant Agreement.
The Warrants represented by the Global Certificate are referred to as “Global Warrants.”







 


2.2.
Issuance and Registration of Warrants.


 


2.2.1.
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of
original issuance and the registration of transfer of the Warrants. Any Person in whose name ownership of a beneficial interest
in the Warrants evidenced by a Global Certificate is recorded in the records maintained by DTC or its nominee shall be deemed
the “beneficial owner” thereof, provided that all such beneficial interests shall be held through a Participant (as
defined below), which shall be the registered holder of such Warrants.







 


2.2.2.
Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificate and
deliver the Warrants in the DTC settlement system in accordance with written instructions delivered to the Warrant Agent by the
Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall
be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”),
subject to a Holder’s right to elect to receive a Warrant in certificated form in the form of [Exhibit C] to this Warrant
Agreement. Any Holder desiring to elect to receive a Warrant in certificated form shall make such request in writing delivered
to the Warrant Agent pursuant to Section 2.2.8, and shall surrender to the Warrant Agent the interest of the Holder on the books
of the Participant evidencing the Warrants which are to be represented by a Definitive Certificate through the DTC settlement
system. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled thereto a Warrant Certificate or Warrant
Certificates, as the case may be, as so requested.




 


2.2.3.
Beneficial Owner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”)
as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification,
proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any
Warrant. The rights of beneficial owners in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or
a Participant through the DTC system, except to the extent set forth herein or in the Global Certificate.


 


2.2.4.
Execution. The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company
(an “Authorized Officer”), which need not be the same authorized signatory for all of the Warrant Certificates,
either manually or by facsimile signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant
Agent, which need not be the same signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for
any purpose unless so countersigned. In case any Authorized Officer of the Company that signed any of the Warrant Certificates
ceases to be an Authorized Officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the
Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same
force and effect as though the person who signed such Warrant Certificates had not ceased to be such officer of the Company; and
any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such
Warrant Certificate, shall be an Authorized Officer of the Company authorized to sign such Warrant Certificate, although at the
date of the execution of this Warrant Agreement any such person was not such an Authorized Officer.


 




    	 



     


    




 


2.2.5. Registration
of Transfer. At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be
registered and any Warrant Certificate or Warrant Certificates may be split up, combined or exchanged for another
Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant
Certificates surrendered. Any Holder desiring to register the transfer of Warrants or to split up, combine or exchange any
Warrant Certificate shall make such request in writing delivered to the Warrant Agent, and shall surrender to the Warrant
Agent the Warrant Certificate or Warrant Certificates evidencing the Warrants the transfer of which is to be registered or
that is or are to be split up, combined or exchanged and, in the case of registration of transfer, shall provide a
signature guarantee. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled thereto a Warrant
Certificate or Warrant Certificates, as the case may be, as so requested. The Warrant Agent may require payment, by the
Holder requesting a registration of transfer of Warrants or a split-up, combination or exchange of a Warrant Certificate
(but, for purposes of clarity, not upon the exercise of the Warrants and issuance of Warrant Shares to the Holder), of a sum
sufficient to cover any tax or governmental charge that may be imposed in connection with such registration of transfer,
split-up, combination or exchange, together with reimbursement to the Warrant Agent of all reasonable expenses
incidental thereto.


 


2.2.6.
Loss, Theft and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction,
of indemnity or security in customary form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable
expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated,
the Warrant Agent shall, on behalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder
in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative
fee for processing the replacement of lost Warrant Certificates, which shall be charged only once in instances where a single
surety bond obtained covers multiple certificates. The Warrant Agent may receive compensation from the surety companies or surety
agents for administrative services provided to them.


 


2.2.7.
Proxies. The Holder of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial
holders that may own interests through the Participants, to take any action that a Holder is entitled to take under this Agreement
or the Warrants; provided, however, that at all times that Warrants are evidenced by a Global Certificate, exercise
of those Warrants shall be effected on their behalf by Participants through DTC in accordance the procedures administered by DTC.


 




    	 



     


    




 


3.
Terms and Exercise of Warrants.


 


3.1.
Exercise Price. Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate
and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price
of $______ per whole share, subject to the subsequent adjustments provided in Section 4 hereof. The term “Exercise Price”
as used in this Warrant Agreement refers to the price per share at which shares of Common Stock may be purchased at the time a
Warrant is exercised.


 


3.2.
Duration of Warrants. Warrants may be exercised only during the period (“Exercise Period”) commencing
on the Issuance Date and terminating at 5:00 P.M., Eastern Time (the “close of business”) on 2023 (“Expiration
Date”). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and
all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date.


 


3.3.
Exercise of Warrants.


 


3.3.1.
Exercise and Payment.
Exercise of a Warrant may be made, in whole
or in part, at any time or times on or after the Issuance Date and on or before close of business on the Expiration Date by delivery
to the Company of the Notice of Exercise in the form annexed as Exhibit B hereto (the “Notice of Exercise”).
Within three (3) 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 3.3.7 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 a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available
thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such Warrant to the Company for
cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises
of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder 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 within one (1) Business Day of receipt of
such notice. The Holder and any assignee, by acceptance of a 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 thereof.


 


Notwithstanding
the foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s)
representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar
functions), shall effect exercises made pursuant to this Section 3.3.1 by delivering to DTC (or such other clearing
corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise
that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to
receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence
shall not apply.


 




    	 



     


    




 


3.3.2.
Issuance of Warrant Shares. (a) The Warrant Agent shall, by 11:00 a.m., New York City time, on the Trading Day following
the date of exercise of any Warrant, advise the Company, the transfer agent and registrar for the Company’s Common
Stock, in respect of (i) the number of Warrant Shares indicated on the Notice of Exercise as issuable upon such exercise
with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant, as the case may be, provided to the
Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants that remain outstanding after such
exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably request.


 


(b)
The Company shall, cause the Warrant 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 Warrant Shares to or resale of the Warrant Shares
by Holder or (B) this Warrant is being exercised via cashless exercise, 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 no later than three (3) Trading Days after the delivery to the Company of the Notice of Exercise and provided that payment
in full of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Company one (1) day
prior to such date (such date, the “Warrant 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 Warrant Shares with respect to
which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the
aggregate Exercise Price (other than in the case of a cashless exercise) is received within earlier of (i) one (1) Trading Day
and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If
the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by 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 such Warrant Share Delivery Date until such Warrant 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 Warrant 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.


 


3.3.3.
Valid Issuance. All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this
Warrant Agreement shall be validly issued, fully paid and non-assessable.


 


3.3.4.
No Fractional Exercise. No fractional Warrant Shares will be issued upon the exercise of the Warrant. If, by reason of
any adjustment made pursuant to Section 4, a Holder would be entitled, upon the exercise of such Warrant, to receive a fractional
interest in a share, the Company shall, upon such exercise, round up or down, as applicable, to the nearest whole number the number
of Warrant Shares to be issued to such Holder.


 




    	 



     


    




 


3.3.5.
No Transfer Taxes. 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 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.







 


3.3.6.
 [RESERVED]


 


3.3.7.
Restrictive Legend Events; Cashless Exercise Under Certain Circumstances. (a) The Company shall use it reasonable best
efforts to maintain the effectiveness of the Registration Statement and the current status of the prospectus included therein
or to file and maintain the effectiveness of another registration statement and another current prospectus covering the Warrants
and the Warrant Shares at any time that the Warrants are exercisable. The Company shall provide to the Warrant Agent and each
Holder prompt written notice of any time that the Company is unable to deliver the Warrant Shares via DTC transfer or otherwise
without restrictive legend because (i) the Commission has issued a stop order with respect to the Registration Statement, (ii)
the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently,
(iii) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently,
(iv) the prospectus contained in the Registration Statement is not available for the issuance of the Warrant Shares to the Holder
or (v) otherwise (each a “Restrictive Legend Event”). To the extent that the Warrants cannot be exercised as
a result of a Restrictive Legend Event or a Restrictive Legend Event occurs after a Holder has exercised Warrants in accordance
with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder,
which shall be given within five (5) days of receipt of such notice of the Restrictive Legend Event, either (i) rescind the previously
submitted Notice of Exercise and the Company shall return all consideration paid by registered holder for such shares upon
such rescission or (ii) treat the attempted exercise as a cashless exercise as described in paragraph (b) below and refund the
cash portion of the exercise price to the Holder. (b) If a Restrictive Legend Event has occurred, the Warrant shall only be exercisable
on a cashless basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments
or net cash settlement to the Holder in lieu of delivery of the Warrant Shares. Upon a “cashless exercise”, 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)
= the VWAP on the Trading Day immediately preceding the date of exercise giving rise to the applicable “cashless exercise”,
as set forth in the applicable Election to Purchase (to clarify, the “VWAP” will be the last VWAP as calculated over
an entire Trading Day such that, in the event that the Warrant is exercised at a time that the Trading Market is open, the prior
Trading Day’s VWAP shall be used in this calculation);


 


(B)
= the Exercise Price of the Warrant, as adjusted as set forth herein; and


 


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


 





If
the Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees 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 Company agrees not to take any position contrary thereto. Upon receipt of a Notice of Exercise for a cashless exercise,
the Warrant Agent will promptly deliver a copy of the Notice of Exercise to the Company to confirm the number of Warrant
Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent in a written
notice, and the Warrant Agent shall have no duty, responsibility or obligation under this section to calculate, the number of
Warrant Shares issuable in connection with any cashless exercise. The Warrant Agent shall be entitled to rely conclusively on
any such written notice provided by the Company, and the Warrant Agent shall not be liable for any action taken, suffered or omitted
to be taken by it in accordance with such written instructions or pursuant to this Warrant Agreement.


 


Nothwithstanding
anything herein to the contrary, on the Termination Date, the Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 3.3.7.







 


3.3.8.
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number
of Warrant Shares issuable in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant
Shares that are not disputed.


 


3.3.9.
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 the Transfer Agent to transmit to the Holder the Warrant
Shares in accordance with the provisions of Section 2(d)(i) above 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.







 


3.3.10.
Beneficial Ownership Limitation. The Company shall not effect any exercise of a Warrant, and a Holder shall not have
the right to exercise any portion of a Warrant, pursuant to Section 3 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 such 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,
non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii)
exercise or conversion of the unexercised or non-converted 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 3.3.10, 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 3.3.10 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by
the Holder together with any Affiliates and Attribution Parties) and of which portion of a 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 a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of a 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 3.3.10, 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 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 such Warrant, 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% (or, upon election by a Holder prior to the issuance of
any Warrants, 9.99%) 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 a Warrant. The Holder, upon notice to the Company, may increase or decrease the
Beneficial Ownership Limitation provisions of this Section 3.3.10, 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 3.3.10 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 3.3.10 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


 




    	 



     


    

 





4.
Adjustments.


 


4.1.
Adjustment upon Subdivisions or Combinations. If the Company at any time while the Warrants are 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 the Warrants), (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 each Warrant
shall be proportionately adjusted such that the aggregate Exercise Price of such Warrant shall remain unchanged. Any adjustment
made pursuant to this Section 4.1 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.





 


4.2.
Adjustment for Other Distributions. (a) Subsequent Rights Offerings. In addition to any adjustments pursuant
to Section 4.1 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 a 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).


 


(b)
Pro Rata Distributions. During such time as the Warrants are 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 (including, without limitation, any distribution of cash, stock or other securities, property or options
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of the Warrants, 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 such 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).















    	 



     


    

 


4.3.
Reclassification, Consolidation, Purchase, Combination, Sale or Conveyance. If, at any time while the Warrants are outstanding,
(a) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company
with or into another Person, (b) 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, (c) 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, (d) 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 (e) 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 a Warrant, each 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 3.3.10 on the exercise of the Warrants), the same amount and kind of securities, cash or property,
if any, 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 each Warrant is exercisable immediately prior to such Fundamental Transaction (without regard
to any limitation in Section 3.3.10 on the exercise of the Warrants). 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 that such Holder
receives upon any exercise of each 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 the Warrants in accordance with the provisions of this Section 4.3 pursuant
to written agreements and shall, upon the written request of such Holder, deliver to such Holder in exchange for the Warrant a
security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Warrants
which are exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity), equivalent
to the number of 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 such 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 Agreement and the Warrants 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 Agreement and the Warrants with the same effect as if such Successor Entity had
been named as the Company herein and therein. The Company shall instruct the Warrant Agent in writing, which includes facsimile
and/or email, to mail by first class mail, postage prepaid, to each Holder, written notice of the execution of any such amendment,
supplement or agreement with the Successor Entity. Any supplemented or amended agreement entered into by the successor corporation
or transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 4.3. The Warrant Agent shall have no duty, responsibility or obligation to determine the correctness of any
provisions contained in such agreement or such notice, including but not limited to any provisions relating either to the kind
or amount of securities or other property receivable upon exercise of warrants or with respect to the method employed and provided
therein for any adjustments, and shall be entitled to rely conclusively for all purposes upon the provisions contained in any
such agreement. The provisions of this Section 4.3 shall similarly apply to successive reclassifications, changes, consolidations,
mergers, sales and conveyances of the kind described above.







 




    	 



     


    

 





4.4.
(a)         Adjustment to Exercise Price. Whenever the Exercise Price is adjusted
pursuant to any provision of this Section 4, the Company shall promptly deliver to the Holder by facsimile or email 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.


 


(b)        
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 delivered
by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register
of the Company, at least five (5) 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 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 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 Warrant 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. Notwithstanding the requirement to provide or mail written notice to a Holder set forth in this
Section 4.4, the Company shall not be required to provide or mail a written notice to any Holder, and shall not be required to
instruct the Warrant Agent to provide or mail a written notice if the transaction or transactions described in this Section 4.4
are disclosed publicly via a press release, Current Report on Form 8-K, other filing with the Commission or other means of public
dissemination.







 




    	 



     


    







 


4.5.
Other Events. If any event occurs of the type contemplated by the provisions of Section 4.1 or 4.2 but not expressly provided
for by such provisions (including, without limitation, the granting of stock appreciation rights, Adjustment Rights, phantom stock
rights or other rights with equity features to all holders of Common Stock for no consideration), then the Company’s Board
of Directors will, at its discretion and in good faith, make an adjustment in the Exercise Price and the number of Warrant Shares
or designate such additional consideration to be deemed issuable upon exercise of a Warrant, so as to protect the rights of the
registered Holder. No adjustment to the Exercise Price will be made pursuant to more than one sub-section of this Section 4 in
connection with a single issuance.


 


4.6.
Notices of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of Warrant Shares issuable upon
exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise
Price resulting from such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable at such
price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such
calculation is based. Upon the occurrence of any event specified in Sections 4.1 or 4.2, then, in any such event, the Company
shall give written notice to each Holder, at the last address set forth for such holder in the Warrant Register, as of the record
date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or
validity of such event. The Warrant Agent shall be entitled to rely conclusively on, and shall be fully protected in relying on,
any certificate, notice or instructions provided by the Company with respect to any adjustment of the Exercise Price or the number
of shares issuable upon exercise of a Warrant, or any related matter, and the Warrant Agent shall not be liable for any action
taken, suffered or omitted to be taken by it in accordance with any such certificate, notice or instructions or pursuant to this
Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge of any such adjustment unless and until it shall have
received written notice thereof from the Company.


 




    	 



     


    

 





5.
Restrictive Legends; Fractional Warrants. In the event that a Warrant Certificate surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not register that transfer until the Warrant Agent has received an opinion of counsel for the
Company stating that such transfer may be made and indicating whether the Warrants must also bear a restrictive legend upon that
transfer. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
transfer of or delivery of a Warrant Certificate for a fraction of a Warrant.


 


6.
Other Provisions Relating to Rights of Holders of Warrants.


 


6.1.
No Rights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder
of Warrants, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any
purpose, nor shall anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as
the registered holder of Warrants, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent
to any corporate action (whether any reorganization, issue of stock, reclassification of share capital, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights or rights to participate in new
issues of shares, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive
upon the due exercise of Warrants.


 


6.2.
Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Warrant Agreement.


 


7.
Concerning the Warrant Agent and Other Matters.


 


7.1.
Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed
in writing by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized
and protected for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation
received in accordance with this Section 7.1.


 


7.2.
(a) Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the
Company shall pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant
Agent’s out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the fees and expenses
of the Warrant Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external)
at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal
processing and use of the Warrant Agent’s billing systems. (b) All amounts owed by the Company to the Warrant Agent under
this Warrant Agreement are due within 30 days of the invoice date. Delinquent payments are subject to a late payment charge of
one and one-half percent (1.5%) per month commencing 45 days from the invoice date. The Company agrees to reimburse the Warrant
Agent for any attorney’s fees and any other costs associated with collecting delinquent payments. (c) No provision of this
Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties under this Warrant Agreement or in the exercise of its rights.


 




    	 



     


    

 





7.3.
As agent for the Company hereunder the Warrant Agent: (a) shall have no duties or obligations other than those specifically set
forth herein or as may subsequently be agreed to in writing by the Warrant Agent and the Company; (b) shall be regarded as making
no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of the Warrants or any
Warrant Shares; (c) shall not be obligated to take any legal action hereunder; if, however, the Warrant Agent determines to take
any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or
liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (d)
may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion,
notice, letter, telegram, telex, facsimile transmission or other document or security delivered to the Warrant Agent and believed
by it to be genuine and to have been signed by the proper party or parties; (e) shall not be liable or responsible for any recital
or statement contained in the Registration Statement or any other documents relating thereto; (f) shall not be liable or responsible
for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Warrants, including
without limitation obligations under applicable securities laws; (g) may rely on and shall be fully authorized and protected in
acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as
Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the Company,
and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the
Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s
duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any
applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing
any action proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such
action shall be taken or such omission shall be effective; the Warrant Agent shall not be liable for any action taken by, or omission
of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application
(which date shall not be less than five business days after the date such application is sent to the Company, unless the Company
shall have consented in writing to any earlier date) unless prior to taking any such action, the Warrant Agent shall have received
written instructions in response to such application specifying the action to be taken or omitted; (h) may consult with counsel
satisfactory to the Warrant Agent, including its in-house counsel, and the advice of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice
of such counsel; (i) may perform any of its duties hereunder either directly or by or through nominees, correspondents, designees,
or subagents, and it shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent,
designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (j) is not authorized, and
shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (k) shall not be required hereunder
to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereof.







 




    	 



     


    




 


7.4.
(a) In the absence of gross negligence or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for
any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this
Warrant Agreement. Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable
for special, indirect, incidental, consequential or punitive losses or damages of any kind whatsoever (including but not limited
to lost profits), even if the Warrant Agent has been advised of the possibility of such losses or damages and regardless of the
form of action. Any liability of the Warrant Agent will be limited in the aggregate to the amount of fees paid by the Company
hereunder. The Warrant Agent shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions
beyond its reasonable control including, but not limited to, acts of government, exchange or market ruling, suspension of trading,
work stoppages or labor disputes, fires, civil disobedience, riots, rebellions, storms, electrical or mechanical failure, computer
hardware or software failure, communications facilities failures including telephone failure, war, terrorism, insurrection, earthquakes,
floods, acts of God or similar occurrences. (b) In the event any question or dispute arises with respect to the proper interpretation
of the Warrants or the Warrant Agent’s duties under this Warrant Agreement or the rights of the Company or of any Holder,
the Warrant Agent shall not be required to act and shall not be held liable or responsible for its refusal to act until the question
or dispute has been judicially settled (and, if appropriate, it may file a suit in interpleader or for a declaratory judgment
for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all persons interested in the matter
which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Warrant
Agent and executed by the Company and each such Holder. In addition, the Warrant Agent may require for such purpose, but shall
not be obligated to require, the execution of such written settlement by all the Holders and all other persons that may have an
interest in the settlement.


 


7.5.
The Company covenants to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense
(“Loss”) arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement,
including the costs and expenses of defending itself against any Loss, unless such Loss shall have been determined by a court
of competent jurisdiction to be a result of the Warrant Agent’s gross negligence or willful misconduct.


 


7.6.
Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days after the earlier of the Expiration Date
and the date on which no Warrants remain outstanding (the “Termination Date”). On the business day following
the Termination Date, the Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant
Agreement. The Agent’s right to be reimbursed for fees, charges and out-of-pocket expenses as provided in this Section 8
shall survive the termination of this Warrant Agreement.


 




    	 



     


    




 


7.7.
If any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement
shall be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the
parties to it to the full extent permitted by applicable law.


 


7.8.
The Company represents and warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction
of incorporation; (b) the offer and sale of the Warrants and the execution, delivery and performance of all transactions contemplated
thereby (including this Warrant Agreement) have been duly authorized by all necessary corporate action and will not result in
a breach of or constitute a default under the articles of association, bylaws or any similar document of the Company or any indenture,
agreement or instrument to which it is a party or is bound; (c) this Warrant Agreement has been duly executed and delivered by
the Company and constitutes the legal, valid, binding and enforceable obligation of the Company; (d) the Warrants will comply
in all material respects with all applicable requirements of law; and (e) to the best of its knowledge, there is no litigation
pending or threatened as of the date hereof in connection with the offering of the Warrants.


 


7.9.
In the event of inconsistency between this Warrant Agreement and the descriptions in the Registration Statement, as they may from
time to time be amended, the terms of this Warrant Agreement shall control.


 


7.10.
Set forth in Exhibit C hereto is a list of the names and specimen signatures of the persons authorized to act for the Company
under this Warrant Agreement (the “Authorized Representatives”). The Company shall, from time to time, certify
to you the names and signatures of any other persons authorized to act for the Company under this Warrant Agreement.


 


7.11.
Except as expressly set forth elsewhere in this Warrant Agreement, all notices, instructions and communications under this Agreement
shall be in writing, shall be effective upon receipt and shall be addressed, if to the Company, to its address set forth beneath
its signature to this Agreement, or, if to the Warrant Agent, to VStock Transfer, LLC 18 Lafayette Place, Woodmere, New York 11598,
or to such other address of which a party hereto has notified the other party.


 




    	 



     


    

 





7.12.
(a) This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions
and proceedings relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located
within the Borough of Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of
such courts and consents that any service of process may be made by certified or registered mail, return receipt requested, directed
to the Company at its address last specified for notices hereunder. Each of the parties hereto hereby waives the right to a trial
by jury in any action or proceeding arising out of or relating to this Warrant Agreement. (b) This Warrant Agreement shall inure
to the benefit of and be binding upon the successors and assigns of the parties hereto. This Warrant Agreement may not be assigned,
or otherwise transferred, in whole or in part, by either party without the prior written consent of the other party, which the
other party will not unreasonably withhold, condition or delay; except that (i) consent is not required for an assignment or delegation
of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation, sale of assets
or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute an assignment of this
Warrant Agreement. (c) No provision of this Warrant Agreement may be amended, modified or waived, except in a written document
signed by both parties. The Company and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of
any Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein
or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may
deem necessary or desirable and that the parties determine, in good faith, shall not adversely affect the interest of the Holders.
All other amendments and supplements shall require the vote or written consent of Holders of at least 50.1% of the then outstanding
Warrants, provided that adjustments may be made to the Warrant terms and rights in accordance with Section 4 without the consent
of the Holders.


 


7.13.
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may
require the Holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering
any transfer of Warrants or any delivery of any Warrant Shares unless or until the persons requesting the registration or issuance
shall have paid to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall have established
to the reasonable satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been paid.


 


7.14.
Resignation of Warrant Agent.


 


7.14.1.
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to
the Company, or such shorter period of time agreed to by the Company. The Company may terminate the services of the Warrant Agent,
or any successor Warrant Agent, after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant
Agent, or such shorter period of time as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination
or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent.
If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation
or incapacity by the Warrant Agent, then the Warrant Agent or any Holder may apply to any court of competent jurisdiction for
the appointment of a successor Warrant Agent at the Company’s cost. Pending appointment of a successor to such Warrant Agent,
either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant
Agent (but not including the initial Warrant Agent), whether appointed by the Company or by such court, shall be a person organized
and existing under the laws of any state of the United States of America, in good standing, and authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any
successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed, and except
for executing and delivering documents as provided in the sentence that follows, the predecessor Warrant Agent shall have no further
duties, obligations, responsibilities or liabilities hereunder, but shall be entitled to all rights that survive the termination
of this Warrant Agreement and the resignation or removal of the Warrant Agent, including but not limited to its right to indemnity
hereunder. If for any reason it becomes necessary or appropriate or at the request of the Company, the predecessor Warrant Agent
shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority,
powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall
make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 




    	 



     


    




 


7.14.2.
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any
such appointment.


 


7.14.3.
Merger or Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which
it may be consolidated or any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be
a party or any person succeeding to the shareowner services business of the Warrant Agent or any successor Warrant Agent shall
be the successor Warrant Agent under this Warrant Agreement, without any further act or deed. For purposes of this Warrant Agreement,
“person” shall mean any individual, firm, corporation, partnership, limited liability company, joint venture, association,
trust or other entity, and shall include any successor (by merger or otherwise) thereof or thereto.


 


8.
Miscellaneous Provisions.


 


8.1.
Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation
other than the parties hereto and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof.


 


8.2.
Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the
office of the Warrant Agent designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent
may require any such holder to provide reasonable evidence of its interest in the Warrants.


 


8.3.
Counterparts. This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.


 




    	 



     


    




 


8.4.
Effect of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and
shall not affect the interpretation thereof.


 


9.
Certain Definitions. As used herein, the following terms shall have the following meanings:


 


(a)
“Adjustment Right” means any right granted with respect to any securities issued in connection with, or with
respect to, any issuance, sale or delivery (or deemed issuance, sale or delivery in accordance with Section 4) of Common Stock
(other than rights of the type described in Section 4.2 and 4.3 hereof) that could result in a decrease in the net consideration
received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement
rights, cash adjustment or other similar rights) but excluding anti-dilution and other similar rights (including pursuant to Section
4.4 of this Agreement).


 


(g)
“Trading Day” means any day on which the Common Stock is traded on the Trading Market, or, if the Trading Market
is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market in the
United States on which the the Common Stock is then traded, provided that “Trading Day” shall not include any day
on which the Common Stock is are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common
Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does
not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 P.M., Eastern
Time).


 


(h)
“Trading Market” means NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
Market or the New York Stock Exchange.


 


(i)
“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (i) 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. (Eastern Time) to 4:02 p.m. (Eastern Time)); (ii) the volume weighted
average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board; (iii) if the Common
Stock are not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported
in the OTCQB maintained by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of Common Stock so reported; or (iv) in all other cases, the fair market value of
the Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest
of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by
the Company.


 


[Signature
Page to Follow]


 




    	 



     


    

 





IN
WITNESS WHEREOF, this Warrant Agent Agreement has been duly executed by the parties hereto as of the day and year first above
written.


 


	 	TOUGHBUILT
    INDUSTRIES, INC.
	 	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 
	 	 	 
	 	VSTOCK
    TRANSFER, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	


 




    	 



     


    




 


EXHIBIT
A


 


[FORM OF GLOBAL CERTIFICATE]


 


[Unless
this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name
of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede
& Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.]


 


TOUGHBUILT
INDUSTRIES, INC.

WARRANT CERTIFICATE

NOT EXERCISABLE AFTER ____________________


 





This
certifies that the person whose name and address appears below, or registered assigns, is the registered owner of the number of
Warrants set forth below. Each Warrant entitles its registered holder to purchase from ToughBuilt Industries, Inc., a company
incorporated under the laws of the State of Nevada (the “Company”), at any time prior to 5:00 P.M. (Eastern
Time) on ________________, 2023, one share of common stock, par value $0.0001 per share, of the Company (each, a “Warrant
Share” and collectively, the “Warrant Shares”), at an exercise price of $____ per share, subject
to possible adjustments as provided in the Warrant Agreement (as defined below).







 


This
Warrant Certificate, with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent,
may be exchanged for another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant
Certificate or Warrant Certificates surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender
of this Warrant Certificate at the designated office of the Warrant Agent by the registered holder in person or by a duly authorized
attorney, properly endorsed or accompanied by proper instruments of transfer, a signature guarantee, and such other and further
documentation as the Warrant Agent may reasonably request and duly stamped as may be required by the laws of the State of New
York and of the United States of America.


 


The
terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in
the Warrant Agent Agreement dated as of ____________, 2018 (the “Warrant Agreement”) between the Company and
VStock Transfer, LLC (the “Warrant Agent”). A copy of the Warrant Agreement is available for inspection during
business hours at the office of the Warrant Agent.







 




    	 



     


    




 


This
Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory
of the Warrant Agent.


 


WITNESS
the facsimile signature of a proper officer of the Company.


 


	 	TOUGHBUILT
                                         INDUSTRIES, INC.




	 	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 
	 	 	 
	Dated:
    ________________	 	 
	 	 	 
	Countersigned:	 	 


 


	VSTOCK
    TRANSFER, LLC	 
	 	 	 
	By:	          	 
	Name:	 	 
	Title:		 


 


PLEASE
DETACH HERE


 


Certificate
No.:_________ Number of Warrants:__________


 


WARRANT
CUSIP NO.: ___________


 


[COMPANY]


 




    	 



     


    




 


EXHIBIT
B


 





NOTICE
OF EXERCISE


 


	TO:	TOUGHBUILT
    INDUSTRIES, 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 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:


 


	 	 
	 	 
	 	 


 


[SIGNATURE
OF HOLDER]


 


	Name
    of Investing Entity:	 
	Signature
    of Authorized Signatory of Investing Entity:	 
	Name
    of Authorized Signatory:	 
	Title
    of Authorized Signatory:	 
	Date:	 





 






    	 	 	 



    	 



    

 


 EXHIBIT
C 


   





 [FORM
OF CERTIFICATED WARRANT] 










   


 NEITHER
                                         THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES
                                         INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES
                                         ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
                                         BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
                                         REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
                                         OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
                                         ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (TI) UNLESS SOLD
                                         PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
                                         SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
                                         OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. 


   


	   	 Right
    to Purchase _____ shares of Common Stock of ToughBuilt Industries, Inc. (subject to adjustment as provided herein) 


   


 COMMON
STOCK PURCHASE WARRANT 


   


 Issue
Date: July [●], 2018 


   


 TOUGHBUILT
INDUSTRIES, INC., a corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies
that, for value received, _____ or his assigns (the “Holder”), is entitled, subject to the terms set forth below,
to purchase from the Company at any time after the Issue Date, until 5:00 p.m. E.S.T. on the fifth anniversary of the Issue Date,
(the “Expiration Date”), up to _______ fully paid and non-assessable shares of Common Stock at a per share purchase
price of $____1. The aforedescribed purchase price per share, as adjusted from time to time as herein provided, is
referred to herein as the “Purchase Price.” The number and character of such shares of Common Stock and the Purchase
Price are subject to adjustment as provided herein. The Company may reduce the Purchase Price for some or all of the Warrants,
temporarily or permanently, provided such reduction is made as to all outstanding Warrants for all Holders of such Warrants. 


   


 As
used herein the following terms, unless the context otherwise requires, have the following respective meanings: 


   


 (a)
The term “Company” shall mean ToughBuilt Industries, Inc., a Nevada corporation, and any corporation which shall succeed
or assume the obligations of ToughBuilt Industries, Inc. hereunder. 


   


 (b)
The term “Common Stock” includes (i) the Company’s Common Stock, $0.0001 par value per share, as authorized
on the date hereof, and (ii) any other securities into which or for which any of the securities described herein (i) may be converted
or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise. 


   


 (c)
The term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or any
other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or
shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 herein or otherwise. 


   


 (d)
The term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this Warrant. 


   





   



 1
25% of public unit offering price. 


   




    	 



    	 



    


   


 1.
Exercise of Warrant. 


   


 1.1
Number of Shares Issuable upon Exercise. From and after the Issue Date through and including the Expiration Date, the Holder
hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or
upon exercise of this Warrant in part in accordance with subsection 1.3, shares of Common Stock of the Company, subject to adjustment
pursuant to Section 4. 


   


 1.2
Full Exercise. This Warrant may be exercised in full by the Holder hereof by delivery of an original or facsimile copy
of the form of subscription attached as Exhibit A hereto (the “Subscription Form”) duly executed by such Holder and
delivery within two days thereafter of payment, in cash, wire transfer or by certified or official bank check payable to the order
of the Company, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then exercisable
by the Purchase Price then in effect. The original Warrant is not required to be surrendered to the Company until it has been
fully exercised. 


   


 1.3
Partial Exercise. This Warrant may be exercised in part (but not for a fractional share) by delivery of a Subscription
Form in the manner and at the place provided in subsection 1.2 except that the amount payable by the Holder on such partial exercise
shall be the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the Subscription
Form by (b) the Purchase Price then in effect. On any such partial exercise provided the Holder has surrendered the original Warrant,
the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant of like
tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request,
the whole number of shares of Common Stock for which such Warrant may still be exercised. 


   


 1.4
Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the “Determination Date”)
shall mean: 


   


 (a)
If the Company’s Common Stock is traded on an exchange or is quoted on the NASDAQ Global Market, NASDAQ Global Select Market,
the NASDAQ Capital Market, the New York Stock Exchange or the American Stock Exchange, LLC, then the average of the closing sale
prices of the Common Stock for the five(5) Trading Days immediately prior to (but not including) the Determination Date; 


   


 (b)
If the Company’s Common Stock is not traded on an exchange or on the NASDAQ Global Market, NASDAQ Global Select Market,
the NASDAQ Capital Market, the New York Stock Exchange or the American Stock Exchange, Inc., but is traded on the OTC Bulletin
Board or in the over-the-counter market or Pink Sheets, then the average of the closing bid and ask prices reported for the five
(5) Trading Days immediately prior to (but not including) the Determination Date; 


   


 (c)
Except as provided in clause (d) below and Section 3.1, if the Company’s Common Stock is not publicly traded, then as the
Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing
of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education
and training to pass on the matter to be decided; or 


   


 (d)
If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company’s charter , then all amounts to be payable per share to holders of the Common Stock
pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per
share in respect of the Common Stock in liquidation under the charter , assuming for the purposes of this clause (d) that all
of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date. 


   




    	 



    	 



    


   


 1.5
Company Acknowledgment. The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof,
acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be
entitled after such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford to such Holder any such rights. 


   


 1.6
Delivery of Stock Certificates, etc. on Exercise. The Company agrees that provided the full purchase price listed in the
Subscription Form is received as specified in Sections 1.2, 1.3 or 2, the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the
date on which delivery of a Subscription Form shall have occurred and payment made for such shares as aforesaid. As soon as practicable
after the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter (“Warrant
Share Delivery Date”), the Company at its expense (including the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly
and validly issued, fully paid and non-assessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled
on such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction
multiplied by the then Fair Market Value of one full share of Common Stock, together with any other stock or other securities
and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise. 


   


 2.
Cashless Exercise. Subject to the provisions herein to the contrary, if the Fair Market Value of one share of Common Stock
is greater that the Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash,
the holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being
cancelled) by delivery of a properly endorsed Subscription Form delivered to the Company by any means described in Section 12,
in which event the Company shall issue to the holder a number of shares of Common Stock computed using the following formula: 


   


	 X=
                                         Y(A-B) 

         A 

           

         Where
        X = the number of shares of Common Stock to be issued to the holder 



   


	   	 Y= 	 the
                                         number of shares of Common Stock purchasable under the Warrant or, if only a portion
                                         of the Warrant is being exercised, the portion of the Warrant being exercised (at the
                                         date of such calculation) 

           

	   	 A= 	 Fair
                                         Market Value 

           

	   	 B= 	 Purchase
    Price (as adjusted to the date of such calculation) 


   




    	 



    	 



    


   


 3.
Reorganization, Consolidation, Merger, etc. If, at any time while this Warrant is outstanding, (a) the Company effects
any merger or consolidation of the Company with or into another entity, (b) the Company effects any sale of all or substantially
all of its assets in one or a series of related transactions, (b) any tender offer or exchange offer (whether by the Company or
another entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other
securities, cash or property, (d) the Company consummates a stock purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, or spin-off) with one or more persons or entities whereby such other persons
or entities acquire more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held
by such other persons or entities making or party to, or associated or affiliated with the other persons or entities making or
party to, such stock purchase agreement or other business combination), (e) any “person” or “group” (as
these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act) is or shall become the “beneficial owner”
(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate Common Stock of the Company, or
(f) the Company effects any reclassification 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 (in any such case, a “Fundamental
Transaction”) this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the Other
Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation
or merger of the effective date of dissolution following any such transfer, as the case may be; and shall be binding upon the
issuer of any Other Securities, including, in the case of such transfer, the person acquiring all or substantially all of the
properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided
in this Section 3. 


   


 4.
Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common
Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock or
(c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase
Price by a fraction, the numerator of which shall be the number f shares of Common Stock outstanding immediately prior to such
event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and
the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted shall be readjusted
in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares
of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted
to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but
for the provisions of this Section 4) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such
exercise. 


   


 5.
Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities)
issuable on the exercise of the Warrants, the Company at its expense will promptly cause its Chief Financial Officer or other
appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate
setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based,
including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock
(or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding and (c) the Purchase Price and the number of shares of Common Stock to be
received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted
as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant and
any Warrant Agent of the Company (appointed pursuant to Section 10 hereof). 


   




    	 



    	 



    


   


 6.
Reservation of Stock etc. Issuable on Exercise of Warrant; Financial Statements. The Company will at all times reserve
and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of the Warrant. 


   


 7.
Assignment; Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced
hereby, may be transferred by any registered holder hereof (a “Transferor”). On the surrender for exchange of this
Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement
Form”) and together with an opinion of counsel reasonable satisfactory to the Company that the transfer of this Warrant
will be in compliance with applicable securities law, the Company will issue and deliver to or on the order of the Transferor
thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor
Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares
of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. 


   


 8.
Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, the theft, destruction
or mutilation of this Warrant, and in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity
agreement or security reasonable satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant
of like tenor. 


   


 9.
Maximum Exercise. The Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that
number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially
owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise
of this Warrant with respect to which the determination of this limitation is being made on an exercise date, which would result
in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock on such
date. For the pw-poses of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section
13(c-l) of the 1934 Act and Rule 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate exercises
which would result in the issuance of more than 4.99%. The restriction described in this paragraph may be waived, in whole or
in part, upon sixty-one (61) days prior notice from the Holder to the Company to increase such percentage to up to 9.99%, but
not ill excess of 9.99%. The Holder may decide whether to convert a Convertible Note or exercise this Warrant to achieve an actual
4.99% or up to 9.99% ownership position as described above, but not in excess of 9.99%. 


   


 10.
Warrant Agent. The Company may, by written notice to the Holder of the Warrant, appoint an agent (a “Warrant Agent”)
for the purpose of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1, exchanging
this Warrant pursuant to Section 7, and replacing this Warrant pursuant to Section 8, or any of the foregoing, and thereafter
any such issuance, exchange or replacement, as the case may be, shall be made at such office by such Warrant Agent. 


   


 11.
Transfer on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat
the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. 


   




    	 



    	 



    


   


 12.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile, address as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitted
facsimile machine, at the address or number designated below (if delivered on a business day during normal business house where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, cully prepaid, address to such address or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be: 


   


 If
to Company, to: 


   


 ToughBuilt
Industries, Inc. 


 25371
Commercentre Drive, Suite 200 


 Lake
Forest, CA 92630 


   


 If
to the Holder: 


   


 13.
Law Governing This Warrant. This Warrant shall be governed by and construed in accordance with the laws of the State of
New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the
transactions contemplated by this Warrant shall be brought only in the State Courts of New York or in the federal courts located
in the State and County of New York. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue
of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum
non conveniens. THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS WARRANT, ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED IN CONECTION HEREWITH
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its
reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability
of any other provision of any agreement Each party hereby irrevocably waives personal service of process and consents to process
being served in any suit, action or proceeding in connection with this Warrant by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notice to it under this Warrant
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. 


   


 IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above. 


   


	   	 TOUGHBUILT
    INDUSTRIES, INC. 
	   	   	   
	   	 By: 	   
	   	   	 Michael
    Panosian, Chief Executive Officer 


   




    	 



    	 



    


   


 Exhibit
A 


   


 FORM
OF SUBSCRIPTION 


   


 (to
be signed only on exercise of Warrant) 


   


 TO:  TOUGHBUILT
INDUSTRIES, INC. 


   


 The
undersigned, pursuant to the provisions set forth in the attached Warrant (No.__), hereby irrevocably elects to purchase (check
applicable box): 


   


 [  ]
________ shares of the Common Stock covered by such Warrant; or 


   


 [  ]
the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in
Section 2. 


   


 The
undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant,
which is $________. Such payment takes the form of (check applicable box): 


   


 [  ]
$ ________ in lawful money of the United States; and/or 


   


 [  ]
the cancellation of such portion of the attached Warrant as is exercisable for a total of _________ shares of Common Stock (using
a Fair Market Value of $____________per share for purposes of this calculation); and/or 


   


 [  ]
the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section
2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless
exercise procedure set forth in Section 2. 


   


 The
undersigned requests that the certificates for such shares be issued in the name of, and delivered to __________________________________________
whose address is___________________ 


   


 The
undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the
within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the ‘‘Securities
Act”), or pursuant to an exemption from registration under the Securities Act. 


   


	 Dated:
    ______________ 	   
	   	 (Signature
    must conform to name of holder as specified on the face of the Warrant) 
	   	
	   	   
	   	   
	   	 (Address) 


   




    	 



    	 



    


   


 Exhibit
B 


   


 FORM
OF TRANSFEROR ENDORSEMENT 


   


 (To
be signed only on transfer of Warrant) 


   


 For
value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees”
the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of TOUGHBUILT INDUSTRIES,
INC. to which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on
the books of TOUGHBUILT INDUSTRIES, INC. with full power of substitution in the premises. 


   


	 Transferees 	   	 Percentage
    Transferred 	   	 Number
    Transferred 
	   	   	   	   	   
	   	   	   	   	   
	   	   	   	   	   


   


	 Dated:________________ 	   	   
	   	   	 (Signature
    must conform to name of holder as specified on the face of the warrant) 
	   	   	   
	 Signed
    in the presence of: 	   	   
	   	   	   
	   	   	   
	 (Name) 	   	   
	   	   	 (address) 
	   	   	   
	 ACCEFTED
    AND AGREED: 	   	   
	 [TRANSFEREE] 	   	   
	   	   	 (address) 
	   	   	   
	   	   	   
	 (Name) 	   	   


   






    	 



    	 



    

 















EXHIBIT
D


 


AUTHORIZED
REPRESENTATIVES







 





	Name	 	Title	 	Signature
	 	 	 	 	 
	 	 	 	 	 




 






    	 



    	 



    

 





EXHIBIT
E


 


Form
of Warrant Certificate Request Notice


 


WARRANT
CERTIFICATE REQUEST NOTICE


 


To:
VStock Transfer, LLC, as Warrant Agent for ToughBuilt Industries, Inc. (the “Company”)


 


The
undersigned Holder of Common Stock Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company
hereby elects to receive a Definitive Certificate evidencing the Warrants held by the Holder as specified below:


 


	 	1.	Name
                                         of Holder of Warrants in form of Global Warrants: ______________________________________________________________

         

	 	2.	Name
                                         of Holder in Definitive Certificate (if different from name of Holder of Warrants in
                                         form of Global Warrants): ________________________________

         

	 	3.	Number
                                         of Warrants in name of Holder in form of Global Warrants: ______________________________________________________________

         

	 	4.	Number
                                         of Warrants for which Definitive Certificate shall be issued: ______________________________________________________________

         

	 	5.	Number
                                         of Warrants in name of Holder in form of Global Warrants after issuance of Definitive
                                         Certificate, if any: ___________

         



 


	 	6.	Definitive
    Certificate shall be delivered to the following address:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


The
undersigned hereby acknowledges and agrees that, in connection with this Warrant Exchange and the issuance of the Definitive Certificate,
the Holder is deemed to have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to
the number of Warrants evidenced by the Definitive Certificate.


 


[SIGNATURE
OF HOLDER] 


 


Name
of Investing Entity:


 


____________________________________________________


 


Signature
of Authorized Signatory of Investing Entity:


 


____________________________________________________


 


Name
of Authorized Signatory:


 


____________________________________________________


 


Title
of Authorized Signatory:


 


____________________________________________________


 


Date:
____________________________________________________