Exhibit 4.2


 


THE REGISTERED HOLDER
OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT
AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 201[●] (THE “EFFECTIVE
DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH
THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER
OR PARTNER OF BOUSTEAD SECURITIES, LLC.


 


THIS PURCHASE WARRANT
IS NOT EXERCISABLE PRIOR TO [●], 2020. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 2025.


 


 


COMMON STOCK PURCHASE WARRANT


 


 


For the Purchase of [●] Shares of
Common Stock


 


of


 


Moving iMage Technology, Inc.


 


1.       Purchase
Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [●] (“Holder”),
as registered owner of this Purchase Warrant, to Moving iMage Technology, Inc., a Delaware corporation (the “Company”),
Holder is entitled, at any time or from time to time beginning [●], 2020 (the “Commencement Date”), and
at or before 5:00 p.m., Eastern time, [●], 20251
(the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive,
in whole or in part, up to [●] shares of common stock of the Company, par value $0.001 per share (the “Shares”),
subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized
by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance
with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate
this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per Share; provided, however,
that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including
the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified.
The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on
the context.


 


2.       Exercise.


 


2.1       Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased
payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or
official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time,
on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented
hereby shall cease and expire. Each exercise hereof shall be irrevocable.


 


 


 






1
[To be five years from the effective date of the Form S-1 for the offering.]


 






     


     


    

 


2.2       Cashless
Exercise. In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company
pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or
the portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form attached
hereto, in which event the Company will issue to Holder Shares in accordance with the following formula:


  


	X	=	Y(A-B)	 
	A	 
	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share; and
	 	B	=	The Exercise Price.


  


For purposes of this
Section 2.2, the fair market value of a Share is defined as follows:


 


		(i)	if the Company’s common stock is traded on a national securities exchange, the OTCQB or OTCQX,
the value shall be deemed to be the closing price on such exchange, the OTCQB or OTCQX, as the case may be, on the Business Day
immediately preceding the date that the exercise form is delivered pursuant to Section 8.4 in connection with the exercise of the
Purchase Warrant; or


 

		(ii)	if the Company’s common stock is not then traded on a securities exchange, the OTCQB or OTCQX
and if prices for the Company’s common stock are then reported on the “Pink Sheets” published by OTC Markets
Group, Inc., the value shall be deemed to be the closing bid prior to the exercise form being submitted in connection with the
exercise of the Purchase Warrant so reported; provided, however, if there is no active public market, the value shall be the fair
market value thereof, as determined in good faith by the Company’s Board of Directors.



 


2.3        Legend.
Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities
have been registered under the Securities Act of 1933, as amended (the “Act”):


 


“The securities
represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”),
or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act
and applicable state law which, in the opinion of counsel to the Company, is available.”


 


2.4       Resale
of Shares. Holder and the Company acknowledge that as of the date hereof the Staff of the Division of Corporation Finance of
the SEC has published Compliance & Disclosure Interpretation 528.04 in the Securities Act Rules section thereof, stating that
the holder of securities issued in connection with a public offering may not rely upon Rule 144 promulgated under the Act to establish
an exemption from registration requirements under Section 4(a)(1) under the Act, but may nonetheless apply Rule 144 constructively
for the resale of such shares in the following manner: (a) provided that six months has elapsed since the last sale under the registration
statement, an underwriter or finder may resell the securities in accordance with the provisions of Rule 144(c), (e), and (f), except
for the notice requirement; (b) a purchaser of the shares from an underwriter receives restricted securities unless the sale is
made with an appropriate, current prospectus, or unless the sale is made pursuant to the conditions contained in (a) above; (c)
a purchaser of the shares from an underwriter who receives restricted securities may include the underwriter’s holding period,
provided that the underwriter or finder is not an affiliate of the issuer; and (d) if an underwriter transfers the shares to its
employees, the employees may tack the firm’s holding period for purposes of Rule 144(d), but they must aggregate sales of
the distributed shares with those of other employees, as well as those of the underwriter or finder, for a six-month period from
the date of the transfer to the employees. Holder and the Company also acknowledge that the Staff of the Division of Corporation
Finance of the SEC has advised in various no-action letters that the holding period associated with securities issued without registration
to a service provider commences upon the completion of the services, which the Company agrees and acknowledges shall be the final
closing of the Offering, and that Rule 144(d)(3)(ii) provides that securities acquired from the issuer solely in exchange for other
securities of the same issuer shall be deemed to have been acquired at the same time as the securities surrendered for conversion
(which the Company agrees is the date of the initial issuance of this Purchase Warrant). In the event that following a reasonably-timed
written request by Holder to transfer the Shares in accordance with Compliance & Disclosure Interpretation 528.04 counsel for
the Company in good faith concludes that Compliance & Disclosure Interpretation 528.04 no longer may be relied upon as a result
of changes in applicable laws, regulations, or interpretations of the SEC Division of Corporation Finance, or as a result of judicial
interpretations not known by the Company or its counsel on the date hereof (either, a “Registration Trigger Event”),
then the Company shall promptly, and in any event within five (5) business days following the request, provide written notice to
Holder of such determination. As a condition to giving such notice, the parties shall negotiate in good faith a single demand registration
right pursuant to an agreement in customary form reasonably acceptable to the parties; provided that notwithstanding anything to
the contrary, the obligations of the Company pursuant to this Section 2 shall terminate on the fifth anniversary of the Effective
Date. In the absence of such conclusion by counsel for the Company, the Company shall, upon such a request of Holder given no earlier
than six months after the final closing of the Offering, instruct its transfer agent to permit the transfer of such shares in accordance
with Compliance & Disclosure Interpretation 528.04, provided that Holder has provided such documentation as shall be reasonably
be requested by the Company to establish compliance with the conditions of Compliance & Disclosure Interpretation 528.04. Notwithstanding
anything to the contrary, pursuant to FINRA Rule 5110(g)(8)(B)-(D), the Holder shall not be entitled to more than one demand registration
right hereunder and the duration of the registration rights hereunder shall not exceed five years from the Effective Date.


 






     


     


    

 


3.       Transfer.


 


3.1       General
Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty (180) days
following the Effective Date to anyone other than: (i) Boustead Securities LLC (“Boustead”) or an underwriter,
placement agent, or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of Boustead or of any
such underwriter, placement agent or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause
this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call
transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except
as provided for in FINRA Rule 5110(e)(2). After 180 days after the Effective Date, transfers to others may be made subject to compliance
with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company
the assignment form attached hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer
taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer this Purchase Warrant
on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate
assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of
such number as shall be contemplated by any such assignment.


 


3.2        Restrictions
Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) if required
by applicable law, the Company has received the opinion of counsel for the Company that the securities may be transferred pursuant
to an exemption from registration under the Act and applicable state securities laws, or (ii) a registration statement or a post-effective
amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared
effective by the U.S. Securities and Exchange Commission (the ”Commission”) and compliance with applicable
state securities law has been established.


 


4.       Piggyback
Registration Rights.


 






     


     


    

 


4.1       Grant
of Right. Whenever the Company proposes to register any shares of its common stock under the Act (other than (i) a registration
effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration
statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon
exercise of this Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders
of the Company (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than
ten (10) Business Days prior to the filing of such registration statement) to the Holder of the Company’s intention to effect
such a registration and, subject to the remaining provisions of this Section 4.1, shall include in such registration such number
of Shares underlying this Purchase Warrant (the “Registrable Securities”) that the Holders have (within ten
(10) Business Days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be
included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises
the Company that it has determined in good faith that marketing factors require a limit on the number of shares of common stock
to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected
to include such shares in such Piggyback Registration) and all other shares of common stock proposed to be included in such underwritten
offering, , the Company shall include in such registration (i) first, the number of shares of common stock that the Company proposes
to sell and (ii) second, the number of shares of common stock, if any, requested to be included therein by selling stockholders
(including the Holder) allocated pro rata among all such persons on the basis of the number of shares of common stock then owned
by each such person. If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the
Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with
such offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate
on the earlier of (i) the fifth anniversary of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell
its Registrable Securities during any ninety (90) day period.


 


4.2       Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20 (a) of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other out-of-pocket expenses reasonably incurred in investigating, preparing or defending
against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from
such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company
has agreed to indemnify Boustead contained in the Underwriting Agreement between Boustead and the Company, dated as of [●],
2020. The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and
assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any
claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished
by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement
to the same extent and with the same effect as the provisions contained in the Underwriting Agreement pursuant to which Boustead
has agreed to indemnify the Company.


 


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


 


4.4        Documents
Delivered to Holders. The Company shall deliver promptly to each Holder participating in the offering requesting the correspondence
and memoranda described below, copies of all correspondence between the Commission and the Company, its counsel or auditors and
all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each
Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted
from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such
investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with
its officers and independent auditors, all to such reasonable extent and at such reasonable times, during normal business hours,
as any such Holder shall reasonably request.


 






     


     


    

 


4.5        Underwriting
Agreement. The Holders shall be parties to any underwriting agreement relating to a Piggyback Registration. Such Holders shall
not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they
may relate to such Holders, their Shares and the amount and nature of their ownership thereof and their intended methods of distribution.


 


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


 


4.7        Damages.
Should the Company fail to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available
to the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened
breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the
necessity of posting bond or other security.


 


5.       New
Purchase Warrants to be Issued.


 


5.1       Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in
whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax
if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase
Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number
of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 


5.2        Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, determined in the sole discretion of
the Company, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant
executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation
on the part of the Company.


 


6.       Adjustments.


 


6.1       Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall
be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1       Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective
day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares,
and the Exercise Price shall be proportionately decreased.


 


6.1.2        Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares
is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date
thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and
the Exercise Price shall be proportionately increased.


 


6.1.3        Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than
a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share
reconstruction or amalgamation or consolidation or merger of the Company with or into another corporation (other than a consolidation
or share reconstruction or amalgamation or merger in which the Company is the continuing corporation and that does not result in
any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation
or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is
dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of
this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately
prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such
sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant immediately
prior to such event; and if any reclassification also results in a change in Shares covered by Section 6.1.1 or 6.1.2, then such
adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly
apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other
transfers.


 






     


     


    

 


6.1.4        Changes
in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section
6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated
in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase
Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the
Commencement Date or the computation thereof.


 


6.2        Substitute
Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation or merger of the
Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation or merger which does
not result in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share
reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder
of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of
such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities
and property receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of
the Company for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction
or amalgamation or merger, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical
to the adjustments provided for in this Section 6. The above provision of this Section shall similarly apply to successive consolidations
or share reconstructions or amalgamations or mergers.


 


6.3        Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the
exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being
the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may
be, to the nearest whole number of Shares or other securities, properties or rights.


 


7.        Reservation.
The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon
exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the
exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price
therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder.


 


8.       Certain
Notice Requirements.


 


8.1       Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to
receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder
of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the Company shall deliver to each Holder a copy of each
notice relating to such events given to the other shareholders of the Company at the same time and in the same manner that such
notice is given to the shareholders.


 






     


     


    

 


8.2        Events
Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following
events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend
or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings,
as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall
offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or
exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor.


 


8.3        Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to
Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall
describe the event causing the change and the method of calculating same.


 


8.4        Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall
be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered
Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company,
to following address or to such other address as the Company may designate by notice to the Holders:


If to the Holder:


 


W Boustead Securities, LLC


6 Venture, Suite 265


Irvine, CA 92618


Attention: Chief Executive Officer


with a copy (which shall not constitute notice) to:




Schiff Hardin LLP


901 K Street, NW, Suite 700


Washington, DC 20001


Attn: Ralph V. De Martino, Esq.


Fax No.:  (202) 778-6460


 


If to the Company:


 


Moving iMage Technology, Inc.


[●]


[●]


Attention: Chief Executive Officer


with a copy (which shall not constitute
notice) to:




Manatt Phelps & Phillips LLP


695 Town Center Drive


14th Floor


Costa Mesa, CA 92626


Attn: Thomas J. Poletti, Esq.


Fax No.:  [●]


 






     


     


    

 


9.       Miscellaneous.


 


9.1       Amendments.
The Company and Boustead may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders
in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with
any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company
and Boustead may deem necessary or desirable and that the Company and Boustead deem shall not adversely affect the interest of
the Holders. All other modifications or amendments shall require the written consent of and be signed by (i) the Company and (ii)
the Holder(s) of Purchase Warrants then-exercisable for at least a majority of the Shares then-exercisable pursuant to all then-outstanding
Purchase Warrants.


 


9.2        Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3.        Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4        Binding
Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and
their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions
herein contained.


 


9.5        Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of California, without giving effect to conflict of laws principles thereof. The Company hereby agrees
that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought
and enforced in the courts located in Los Angeles, California, or in the United States District Court located in Los Angeles, California,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the
Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal
and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies)
in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses
relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and,
to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive,
to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.


 


9.6        Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not
be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or
any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase
Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be
effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver
is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any
other or subsequent breach, non-compliance or non-fulfillment.


 


9.7        Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any
time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and Boustead enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash
or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[Signature Page Follows]


 




     


     


    


 


 


IN WITNESS WHEREOF, the Company has caused
this Purchase Warrant to be signed by its duly authorized officer as of the [●] day of [●], 2020.


 


 


Moving iMage Technology,
Inc.


 


 


By: _________________________________


Name:


Title:


 




     


     


    


 


[Form to be used to exercise Purchase
Warrant]


 


 


 


Date: __________, 20___


 


 


 


The undersigned
hereby elects irrevocably to exercise the Purchase Warrant for ______ shares of common stock, par value $0.001 per share (the “Shares”),
of Moving iMage Technology, Inc., a Delaware corporation (the “Company”), and hereby makes payment of $____
(at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase
Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the
number of Shares for which this Purchase Warrant has not been exercised.


 


or


 


The undersigned
hereby elects irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for ______ Shares,
as determined in accordance with the following formula:


 


	 	X	=	Y(A-B)	 
	A	 
	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share which is equal to $_____; and
	 	B	=	The Exercise Price which is equal to $______ per share
	 	 	 	 	 	 	 


The undersigned
agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with
respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please issue
the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a
new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 


 


Signature _____________________________________________


  


 


Signature Guaranteed
____________________________________


 


 




     


     


    


 


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


	Name: 	 	 
	 	(Print in Block Letters) 	 
	 	 	 
	Address: 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


  


 


NOTICE: The signature
to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or
any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.


 




     


     


    


 


 


[Form to be used to assign Purchase Warrant]


ASSIGNMENT


 


(To be executed by the registered Holder
to effect a transfer of the within Purchase Warrant):


 


 


 


FOR VALUE RECEIVED, __________________
does hereby sell, assign and transfer unto the right to purchase shares of Common Stock, par value $0.001 per share, of Moving
iMage Technology, Inc., a Delaware corporation (the “Company”), evidenced by the Purchase Warrant and does hereby
authorize the Company to transfer such right on the books of the Company.


 


 


 


Dated: __________, 20__


 


 


Signature ____________________________________________


 


 


Signature Guaranteed ___________________________________


 


NOTICE: The signature to this form must correspond with the
name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and must
be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national
securities exchange.