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 OCTOBER [●], 2021 (SUCH DATE,
THE COMMENCEMENT OF SALES OF THE OFFERING OR THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP.
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 AEGIS CAPITAL CORP.


 


THIS PURCHASE WARRANT
IS NOT EXERCISABLE PRIOR TO APRIL [●], 2022. VOID AFTER 5:00 P.M., EASTERN TIME, OCTOBER [●],
2026.


 


COMMON STOCK PURCHASE WARRANT


 


For the Purchase
of [●] Shares of Common Stock


 


of


 


CYNGN INC.


 


1. Purchase
Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Aegis Capital Corp. (“Aegis”
or “Holder”), as registered owner of this Purchase Warrant, to CYNGN
Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time beginning
April [●], 2022 (the “Exercisable Date”), and at or before 5:00 p.m.,
Eastern time, October [●], 2026 (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 $0.00001 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.


 






     


     


    

 


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)(A), 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.


 



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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) Aegis or an underwriter, placement agent, or a selected dealer participating in the Offering, or (ii) a
bona fide officer or partner of Aegis or of any such underwriter, placement agent or selected dealer, in each case in accordance with
FINRA Conduct Rule 5110(g)(1), or (b) for a period of one hundred eighty (180) days following the Effective Date 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(g)(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, and shall not be applicable
so long as the Company’s Registration Statement on Form S-1 (No. 333-259278 covering the Registrable Securities remains effective
at such time. The duration of the piggyback registration right shall not exceed seven years from the Effective Date.


  






    3


     


    

 


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
Aegis contained in the Underwriting Agreement between Aegis and the Company, dated as of October [●],
2021. 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 Aegis 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.


 






    4


     


    

 


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 Exercisable Date or the computation
thereof.


 






    5


     


    

 


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 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 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.


 


 






    6


     


    

 


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:


 


Aegis Capital Corp.,


810 Seventh Avenue, 18th Floor,


New York, NY 10019


Attention: Global Equity Markets


 


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


 


Anthony W. Basch, Esq.


Kaufman & Canoles, P.C.


1021 E. Cary Street, Suite 1400


Two James Center


Richmond, VA 23219


Tel.: (804) 771-5700


 


If to the Company:


 


CYNGN
Inc.


1015 O’Brien Drive


Menlo Park, CA 94025


Attention: Lior Tal


 


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


 


Sichenzia Ference Ross LLP


1185 Avenue of the Americas


31st Floor


New York, NY 10036


Attention: Gregory Sichenzia 


 


9. Miscellaneous.


 


9.1 Amendments.
The Company and Aegis 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 Aegis may deem necessary
or desirable and that the Company and Aegis 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.


 






    7


     


    

 


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 New York, 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 the City of New York, County of New York, and State of New York, 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 Aegis 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]


 




    8


     


    

 


 


 


IN WITNESS WHEREOF, the Company has caused this
Purchase Warrant to be signed by its duly authorized officer as of the date first written above.


 


	CYNGN INC.	 
	 	 
	By:	 	 
	 	Name: Lior Tal	 
	 	Title: Chief Executive Officer	 



 






    9


     


    

 


[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 $0.00001 per share (the “Shares”),
of CYNGN 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.


 






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[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 $0.00001 per share, of CYNGN
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.


 


 


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