THIS WARRANT AND SHARES ISSUED UPON EXECISE
HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION
UNDER THE FOREGOING LAWS.


 


THIS WARRANT SHALL BE VOID AFTER 5:00 P.M.,
EASTERN TIME, ON JUNE __, 2019 (THE “EXPIRATION DATE”).


 


Warrant No. 2014-_____


 


KOGETO, INC.


 


WARRANT TO PURCHASE SHARES OF COMMON
STOCK


 


FOR VALUE RECEIVED,
_______________ (“Holder”), has the right to purchase, subject to and pursuant to the provisions of this Warrant, from
Kogeto, Inc., a Nevada corporation (the “Company”), _______________ shares (“Shares”) of the Company’s
shares of Common Stock, par value $0.001 per share (“Common Stock”). Such right may be exercised no later than 5:00 p.m.,
Eastern time, on the Expiration Date (as defined above), at an exercise price per share initially equal to $0.32 (the exercise
price in effect being herein called the “Exercise Price”). The number of Shares purchasable upon exercise of this Warrant
and the Exercise Price shall be subject to adjustment from time to time as described herein. This Warrant is issued pursuant to
a Securities Purchase Agreement between the Company and original holder (the “Securities Purchase Agreement”) and is
one of a series of Warrants issued to investors in an offering (the “Offering”) of units consisting of Common Stock
and Warrants, as described in a Confidential Private Placement Memorandum dated May 19, 2014. All persons who hold Warrants shall
collectively be referred to as the “Holders” or “Investors” and all Warrants issued in the Offering shall
collectively be referred to as the “Warrants.”


 


Section
1.          Registration. The Company shall maintain books for
the transfer and registration of the Warrant. Upon the initial issuance of this Warrant, the Company shall issue and register the
Warrant in the name of the Holder. Thereafter the Company, or such other agency of the Company as it may designate by notice to
the Holder, shall maintain such records.


 


Section
2.          Transfers. As provided herein, this Warrant may be
transferred only pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities
Act”), or an exemption from such registration. Subject to such restrictions, the Company shall transfer this Warrant from
time to time upon the books to be maintained by the Company for that purpose, upon surrender thereof for transfer properly endorsed
or accompanied by appropriate instructions for transfer and such other documents as may be reasonably required by the Company,
including, if required by the Company, an opinion of its counsel to the effect that such transfer is exempt from the registration
requirements of the Securities Act, to establish that such transfer is being made in accordance with the terms hereof, and a new
Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company.


 




    	 



    	 



    

 


Section
3.          Exercise of Warrant.


 


(a)          Subject
to the provisions of Sections 3(b) and 15 hereof, the Holder may exercise this Warrant in whole or in part at any time prior to
its expiration upon surrender of the Warrant, together with delivery of the duly executed Warrant exercise form attached hereto
as Appendix A and payment by cash, certified check or wire transfer of funds for the aggregate Exercise Price for that number of
Shares then being purchased, to the Company during normal business hours on any business day at the Company’s principal executive
offices or such other office or agency of the Company as it may designate by notice to the holder hereof. (Such Company office
or offices or such other office or agency of the Company as it may designate by notice to the Holder hereof shall be referred to
as the “Administrative Office.”)


 


(b)          The
Shares so purchased shall be deemed to be issued to the holder hereof or such holder’s designee, as the record owner of such
shares, as of the close of business on the date on which this Warrant shall have been surrendered (or “Loss Documentation”
as defined in Section 6), the Exercise Price shall have been paid and the completed Exercise Agreement shall have been delivered.
Certificates for the Shares so purchased pursuant to exercise pursuant to, representing the aggregate number of shares specified
in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three days, after this
Warrant shall have been so exercised. All Shares so issued shall be fully paid, validly issued and non-assessable shares of Common
Stock. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered
in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised
only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates,
deliver to the holder a new Warrant representing the number of Shares with respect to which this Warrant shall not then have been
exercised. As used in this Agreement, “business day” means a day, other than a Saturday or Sunday, on which banks in
New York City are open for the general transaction of business.


 


Section
4.          Compliance with the Securities Act of 1933. The Company
may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant or similar legend on any security
issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that
such legend is unnecessary.


 


Section
5.          Payment of Taxes. The Company will pay any documentary
stamp taxes attributable to the initial issuance of Shares issuable upon the exercise of the Warrant; provided, however, that the
Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance
or delivery of any certificates for Shares in a name other than that of the registered holder of this Warrant in respect of which
such shares are issued, and in such case, the Company shall not be required to issue or deliver any certificate for Shares or any
Warrant until the person requesting the same has paid to the Company the amount of such tax or has established to the Company’s
reasonable satisfaction that such tax has been paid. The holder shall be responsible for income taxes due under federal, state
or other law, if any such tax is due.


 




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Section
6.          Mutilated or Missing Warrants. In case this Warrant
shall be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and upon cancellation of
the mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and
for the purchase of a like number of Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with
respect thereto, if requested by the Company (“Loss Documentation”).


 


Section
7.          Reservation of Shares. The Company hereby represents
and warrants that there have been reserved, and the Company shall at all applicable times keep reserved until issued (if necessary)
as contemplated by this Section 7, out of the authorized and unissued shares of shares of Common Stock, sufficient shares to provide
for the exercise of the rights of purchase represented by this Warrant. The Company agrees that all Shares issued upon due exercise
of the Warrant shall be, at the time of delivery of the certificates for such Shares, duly authorized, validly issued, fully paid
and non-assessable shares of Common Stock of the Company.


 


Section
8.          Adjustments Upon Stock Events and Stock Issuances.
Subject and pursuant to the provisions of this Section 8, the Exercise Price and number of Shares subject to this Warrant shall
be subject to adjustment from time to time as set forth hereinafter.


 


(a)          If
the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on
its Common Stock, subdivide its outstanding Common Stock into a greater number of shares or combine its outstanding shares of Common
Stock into a smaller number of Common Stock or issue by reclassification of its outstanding shares of Common Stock any shares of
its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the
continuing corporation), then the number of Shares purchasable upon exercise of the Warrant and the Exercise Price in effect immediately
prior to the date upon which such change shall become effective, shall be adjusted by the Company so that the Holder thereafter
exercising the Warrant shall be entitled to receive the number of Common Stock or other capital stock which the Holder would have
received if the Warrant had been fully exercised immediately prior to such event upon payment of an Exercise Price that has been
adjusted to reflect a fair allocation of the economics of such event to the Holder. Such adjustments shall be made successively
whenever any event listed above shall occur.


 


(b)          If
any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another
corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the
Company’s assets to another corporation shall be effected, then, the Company shall use its best efforts to ensure that lawful
and adequate provision shall be made whereby each Holder shall thereafter have the right to purchase and receive upon the basis
and upon the terms and conditions herein specified and in lieu of the Shares immediately theretofore issuable upon exercise of
the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for
a number of Shares equal to the number of Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate
provision shall be made with respect to the rights and interests of each Holder to the end that the provisions hereof (including,
without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may
be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise thereof. The Company
shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the
consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the
corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation
to deliver to the holder of the Warrant, at the last address of such holder appearing on the books of the Company, such shares
of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the
other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales, transfers or other dispositions.


 




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(c)          (i)
In case the Company shall fix a payment date for the making of a distribution to all holders of Shares (including without limitation
any distribution of shares of capital stock of any subsidiary of the Company and any such distribution made in connection with
a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than
cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred
to in Section 8(a)), or subscription rights or warrants, the Exercise Price to be in effect after such payment date shall be determined
by multiplying the Warrant Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be
the total number of Shares outstanding multiplied by the Market Value (as defined below) per Share immediately prior to such payment
date, less the fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences
of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number
of shares of Common Stock outstanding multiplied by such Market Value per Share immediately prior to such payment date (“Valuation
Date”).


 


(ii)         The
following terms shall have the meanings set forth below:


 


“Trading Medium”
shall be the primary market in which the Shares are traded, which may be a national securities exchange, tiers of the Nasdaq Stock
Market, Inc., the OTC Bulletin Board or tiers of the OTC Markets Group, as applicable.


 


“Market Price”
shall mean the closing sale price of the Shares as listed or quoted on the primary Trading Medium.


 


“Market Value”
as of a particular Valuation Date shall be the Market Price of Shares as quoted in such Trading Medium on the last trading day
prior to the Valuation Date, provided that if such stock has not quoted on such date in such Trading Medium, the Market Value shall
be the average Market Price of Shares in the most recent ten (10) trading days during which the Shares have been traded.


 


(iii)        The
Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holder prior to the exercise hereunder
as to the Market Value of a share of Common Stock.


 




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(d)          For
the term of this Warrant, in addition to the provisions contained above, the Exercise Price shall be subject to adjustment as provided
below. An adjustment to the Exercise Price shall become effective immediately after the payment date in the case of each dividend
or distribution and immediately after the effective date of each other event which requires an adjustment.


 


(e)          In
the event that, as a result of an adjustment made pursuant to this Section 8, the holder of this Warrant shall become entitled
to receive any shares of capital stock of the Company other than Common Stock, the number of such other shares so receivable upon
exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent
as practicable to the provisions with respect to the Shares contained in this Warrant.


 


(f)          Upon
each adjustment in the Exercise Price pursuant to this Section 8, the number of Shares purchasable hereunder shall be adjusted,
to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment
by a fraction, (i) the numerator of which shall be the Exercise Price immediately prior to such adjustment, and (ii) the denominator
of which shall be the Exercise Price immediately thereafter.


 


Section
9.          Fractional Interest. The Company shall not be required
to issue fractions of Shares upon the exercise of this Warrant. If any fractional Shares would, except for the provisions of the
first sentence of this Section 9, be deliverable upon such exercise, the Company, in lieu of delivering such fractional share,
shall pay to the exercising holder of this Warrant an amount in cash equal to the Market Value of such fractional Common Stock
on the date of exercise.


 


Section
10.         Notices of Adjustments. Upon the happening of any event
requiring an adjustment of the Exercise Price or the number of Shares purchasable hereunder, the Company shall promptly give written
notice thereof to the Holder at the address appearing in the records of the Company, stating the adjusted Exercise Price and/or
the adjusted number of Shares resulting from such event and setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based. Failure to give such notice to the Holder or any defect therein shall not affect the
legality or validity of the subject adjustment.


 


Section
11.         Benefits. Nothing in this Warrant shall be construed to
give any person, firm or corporation (other than the Company and the Holder) any legal or equitable right, remedy or claim, it
being agreed that this Warrant shall be for the sole and exclusive benefit of the Company and the Holder.


 


Section
12.         Identity of Transfer Agent. Upon the appointment of any
transfer agent for the Common Stock or other shares of the Company’s capital stock issuable upon the exercise of the rights
of purchase represented by the Warrant, the Company will mail to the Holder a statement setting forth the name and address of such
transfer agent.


 


Section
13.         Notice of Certain Events. The Company shall give the Holder
at least 20 days’ prior written notice before the earlier of the establishment of any record date in connection with, or
any closing or effective date for, any of the events described in Sections 8(a) - (c) hereof.


 




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Section
14.         Notices. Unless otherwise specifically provided herein,
all communications under this Warrant shall be in writing and shall be deemed to have been duly given (a) on the date personally
delivered to the party to whom notice is to be given, (b) on the business day after delivery to Federal Express or similar overnight
courier which utilizes a written form of receipt, or (c) on the third day after mailing, if mailed to the party to whom notice
is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed, return receipt requested.
All notices shall be addressed as set forth below or at such other address as the Holder or the Company may designate by five days’
advance written notice to the other:


 


If to the Company:


 


Kogeto, Inc.

51 Wooster Street, 2nd Floor

New York, New York 10013

Attn: Mr. Jeff Glasse, Founder, Chairman and Chief Executive Officer


 


If to Holder:


 


At the address in the
Securities Purchase Agreement or in any transfer document.


 


Section
15.         Successors.


 


(a)          All
the covenants and provisions hereof by or for the benefit of the Holder shall bind and inure to the benefit of its respective successors
and assigns hereunder.


 


(b)          In
the event the Company consummates any consolidation, merger, sale, transfer or other disposition of assets or shares, including
any form of share exchange, unless prior to or simultaneously with the consummation thereof the successor corporation (if other
than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets
or other appropriate corporation or entity shall assume the Company’s continuing obligations hereunder.


 


Section
16.         Governing Law. This Warrant shall be governed by, and construed
in accordance with, the internal laws of the State of New York


 


Section
17.         No Rights as Shareholder. Prior to the exercise of this
Warrant, the Holder shall not have or exercise any rights as a shareholder of the Company by virtue of its ownership of this Warrant
unless specifically set forth herein.


 


Section
18.         Amendments. This Warrant shall not be amended without the
prior written consent of the Company and the then current Holder.


 




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Section
19.         Section Headings. The section headings in this Warrant are
for the convenience of the Company and the Holder and in no way alter, modify, amend, limit or restrict the provisions hereof.


 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed, as of June __, 2014.


 


	 	Kogeto, Inc.
	 	 
	 	By:	

	 	 	Name:
	 	 	Title:


  




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APPENDIX A

WARRANT EXERCISE FORM


 


To: Kogeto, Inc.


 


The undersigned hereby
irrevocably elects to exercise the right of purchase represented by the within Warrant (“Warrant”) for, and to purchase
thereunder by the payment of the Exercise Price and surrender of the Warrant, _______________ shares of Common Stock (“Shares”)
provided for therein, and requests that certificates for the Shares be issued as follows:


 


	 	 	 
	 	Name	 
	 	 	 
	 	Address	 
	 	 	 
	 	 	 
	 	 	 
	 	Federal Tax ID or Social Security No.	 


 


and delivered by


 ̈certified
mail to the above address, or


 ̈electronically
(provide DWAC Instructions: _________________),


or


 ̈Other
(specify:


______________________________________________).


 


and, if the number of Shares shall not
be all the Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Shares purchasable upon exercise
of this Warrant be registered in the name of the undersigned Holder or the undersigned’s Assignee as below indicated and
delivered to the address stated below.


 


Dated: ______________________, ______


 


	Note: The signature must correspond with the name of the registered holder as written on the first page of the Warrant in every particular, without alteration or enlargement or any change whatever, unless the Warrant has been assigned.	 	
        Signature: ____________________________

        _____________________________________

        Name (please print)

        _____________________________________

        _____________________________________

        Address

        _____________________________________

        Federal Identification or

        Social Security No.

         

        Assignee:

        _____________________________________

        _____________________________________

        _____________________________________



 




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