Exhibit 4.2


 


THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.


 


WARRANT TO PURCHASE STOCK


 


	Corporation:	Moving iMage
Technologies, Inc.
	Number of Shares:	See below
	Class of Stock:	Common Stock
	Initial Exercise Price:	$3.00
	Issue Date:	July 8, 2021
	Expiration Date:	October 28, 2024



 


This
Warrant Certifies That, for good and valuable consideration, AGILITY CAPITAL III, LLC or its registered assignee (“Holder”)
is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of Moving
iMage Technologies, Inc., a Delaware corporation (the “Company”) at the initial exercise price per Share (the “Warrant
Price”) set forth above and herein, and as adjusted pursuant to Article 2 of this Warrant.


 


This Warrant is being issued
to Holder in connection with that certain Loan Agreement by and between Holder and Moving iMage Technologies, LLC, predecessor to the
Company, dated as of October 28, 2019 and as amended from time to time (the “Loan Agreement”). The initial number of
Shares issuable upon exercise of this Warrant is equal to $350,000 (the “Warrant Coverage Amount”) divided by the Warrant
Price.


 


		1.	Exercise



 


1.1          Method
of Exercise. Holder may exercise this Warrant by delivering this Warrant and a duly executed Notice of Exercise in substantially
the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth
in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased.


 


1.2          Conversion
Right. In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant, in
whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities
otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of
one Share. The fair market value of the Shares shall be determined pursuant to Section 1.3.


 


1.3          Fair
Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing
price of the Shares reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. Otherwise,
the value shall be as reasonably determined by the Board of Director of the Company in good faith.


 


1.4          Delivery
of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder
certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new warrant
representing the Shares not so acquired.


 


1.5          Replacement
of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and
amount to the Company or, in the case of mutilation, or surrender and cancellation of this Warrant, the Company at its expense shall execute
and deliver, in lieu of this Warrant, a new warrant of like tenor.


 






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		2.	Adjustments To The Shares.



 


2.1          Dividends.
If the Company declares or pays a dividend on its capital stock or other securities, then upon exercise of this Warrant, for each Share
acquired, Holder shall receive, without cost to Holder, the property to which Holder would have been entitled had Holder owned the Shares
of record as of the date the dividend occurred.


 


2.2          Reclassification,
Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the
number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon
exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares
if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. The Company or its
successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation,
adjustments to the Warrant Price. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges,
substitutions, or other events. Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant,
and then this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon
exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent
closing.


 


2.3          Adjustments
for Combinations, Etc. If at any time while this Warrant, or any portion thereof, remains outstanding and unexpired, the outstanding
Shares are reverse-split, combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price
shall be proportionately increased and the number of Shares issuable upon exercise or conversion of this Warrant shall be proportionately
decreased. If the outstanding Shares are split, combined or consolidated, by reclassification or otherwise, into a greater number of shares,
the Warrant Price shall be proportionately decreased and the number of Shares issuable upon exercise of or conversion of this Warrant
shall be proportionately increased.


 


2.4          No
Impairment. The Company shall not, by amendment of its Articles/Certificate of Incorporation or through a reorganization, transfer
of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in
good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate
to protect Holder’s rights under this Article against impairment. If the Company takes any action affecting the Shares or its
common stock other than as described above that adversely affects Holder’s rights under this Warrant, the Warrant Price shall be
adjusted downward and the number of Shares issuable upon exercise of this Warrant shall be adjusted upward in such a manner that the aggregate
Warrant Price of this Warrant is unchanged.


 


2.5          Certificate
as to Adjustments. Upon each adjustment of the Warrant Price or the Shares, the Company at its expense shall promptly compute
such adjustment, and furnish Holder with a certificate of its Chief Financial Officer or other authorized officer setting forth such adjustment
and the facts upon which such adjustment is based and the Warrant Price in effect upon the date thereof and the type and number of Shares
issuable under the Warrant on the date thereof.


 


		3.	Representations And Covenants Of The Company.



 


3.1          Representations
and Warranties. The Company represents and warrants to the Holder that all Shares that may be issued upon the exercise of the
purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance,
be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances.


 






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3.2          Notice
of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon its common stock,
whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription pro
rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights; (c) to
effect any reclassification or recapitalization of common stock; or (d) effectuate an Acquisition or sell, lease, license, or convey
all or substantially all of its assets, or to liquidate, dissolve or wind up; then, in connection with each such event, the Company shall
give Holder (1) at least 15 days prior written notice of the date on which a record will be taken for such dividend, distribution,
or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights
to vote, if any, in respect of the matters referred to in (a) and (b) above; and (2) in the case of the matters referred
to in (c) and (d) above at least 15 days prior written notice of the date when the same will take place (and specifying the
date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable
upon the occurrence of such event).


 


3.3          Information
Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder (a) promptly
after mailing, copies of all communiqués to the shareholders of the Company, (b) promptly after delivery to any commercial
bank or other financial institution that provides working capital financing to the Company, quarterly and annual financial statements
of the Company (or if the Company does not have a commercial bank or other financial institution that provides it working capital, then
within one hundred twenty (120) days after the end of each fiscal year of the Company, the annual financial statements of the Company);
provided however the Company need not provide such information for any period in which Company has filed Form 10-K or Form 10-Q
(as applicable) with the Securities and Exchange Commission.


 


		4.	Miscellaneous.



 


4.1          Term.
This Warrant is exercisable, in whole or in part, at any time and from time to time on or before the Expiration Date set forth above.


 


4.2          Legends.
This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted
with a legend in substantially the following form:


 


THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.


 


4.3          Compliance
with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise this Warrant (and the securities issuable,
directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance
with applicable federal and state securities laws by the transferor and the transferee.


 


4.4          Transfer
Procedure. Subject to the provisions of Section 4.3, Holder may transfer all or part of this Warrant or the Shares issuable
upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the
Company written notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number
of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder, if applicable), provided
that no such notice shall be required for a transfer to an affiliate of Holder.


 


4.5          Waiver.
This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is sought.


 


4.6          Attorneys’
Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing
in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’
fees.


 






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4.7          Notices.
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery
to the party to be notified, (b) when confirmed as received by the recipient if sent by electronic mail, (c) three (3) days
after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after
deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All notices
shall be sent to the party to be notified at the address as set forth below or at such other address address as such party may designate
in writing to the other party:


 


	 	If to Holder:	Agility Capital III, LLC	 
	 	 	10 East Figueroa Street, Suite 204	 
	 	 	Santa Barbara, CA 93101	 
	 	 	Attn: Jeff Carmody/Daniel Corry	 
	 	 	Email: jeff@agilitycap.com; daniel@agilitycap.com	 



 


	 	If to Company:	Moving iMage Technologies, Inc.	 
	 	 	17760 Newhope Street	 
	 	 	Fountain Valley, CA 92708	 
	 	 	Attn: Phil Rafnson, CEO and President	 
	 	 	Email:	                 	 



 


4.8           Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving
effect to its principles regarding conflicts of law.


 


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IN WITNESS WHEREOF, the Company
has duly executed this Warrant to Purchase Stock as of the Issue Date set forth above.


 





	 	Moving iMage Technologies, Inc.
	 	 
	 	By: 	/s/ Phil Rafnson
	 	 
	 	Name: 	Phil Rafnson
	 	 
	 	Title: 	CEO and President


 






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APPENDIX
1


 


NOTICE
OF EXERCISE


 


1.             The
undersigned hereby elects to purchase ______________ shares of the Common Stock of Moving iMage Technologies, Inc. pursuant to the
terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full.


 


1.             The
undersigned hereby elects to convert the attached Warrant into Shares in the manner specified in Section 1.2 of the Warrant. This
conversion is exercised with respect to 116,667 of the Shares covered by the Warrant.


 


[Strike paragraph that does
not apply.]


 


2.             Please
issue a certificate or certificates representing said shares in the amount of 94,723 in the name of the undersigned or in such other name
as is specified below:


 


AGILITY CAPITAL III, LLC


 


Or Registered Assignee


 


3.             The
undersigned represents it is acquiring the shares solely for its own account and not as a nominee for any other party and not with a view
toward the resale or distribution thereof except in compliance with applicable securities laws.


 





	AGILITY CAPITAL III, LLC or Registered Assignee	 
	 	 
		 
	(Signature)	 
	 	 
		 
	(Date)