Exhibit
4.1


 


PURSUANT
TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL
NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF.


 


SITO
MOBILE, LTD.


 


Warrant
to Purchase Common Stock


 


Warrant
No.: 2017-


Number
of Shares of Common Stock:_____________


Date
of Issuance: [_______], 2017 (“Issuance Date”)


 


SITO
Mobile, Ltd., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, [INVESTOR NAME], the registered holder hereof or its permitted assigns
(the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise
Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase
Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or
after the Issuance Date (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration
Date (as defined below), ______________ (_____________) fully paid nonassessable, shares of Common Stock (as defined below) (the
“Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings
set forth in Section 14. This Warrant is the warrant to purchase Common Stock issued pursuant to the Purchase Agreement
(the “Purchase Agreement”), dated as of July 24, 2017 (the “Subscription Date”), by and
among the Company and the investors party thereto. This Warrant is one of a series of warrants containing substantially identical
terms and conditions issued pursuant to Purchase Agreement (collectively, the “Warrants”).


 


1. EXERCISE OF WARRANT.


 


(a) 
Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day
on or after the Exercisability Date (but in no event after 11:59 p.m., New York time, on the Expiration Date), in whole or in
part (but not as to fractional shares), by (i) delivery of a written notice, in the form attached hereto as Exhibit A
(the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) if the Holder
is not electing a Cashless Exercise (as defined below) pursuant to Section 1(c) of this Warrant, payment to the Company
of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being
exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds (a “Cash
Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”). The Holder shall
not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the event that
this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the
Company for cancellation within a reasonable time after such exercise. On or before the first Trading Day following the date on
which the Company has received the Exercise Delivery Documents (the date upon which the Company has received all of the Exercise
Delivery Documents, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an
acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s transfer agent
for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Delivery
Documents on or before the second Trading Day following the date on which the Company has received all of the Exercise Delivery
Documents. On or before the second Trading Day following the date on which the Company has received all of the Exercise Delivery
Documents (the “Share Delivery Date”), the Company shall, (X) provided that the Transfer Agent is participating
in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST Program”)
and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the
request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such
exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission
system, or (Y), if the Transfer Agent is not participating in the FAST Program or if the certificates are required to bear a legend
regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise
Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number
of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents,
the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to
which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account
or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in
connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant
submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as
soon as practicable and in no event later than three Trading Days after any such submission and at its own expense, issue a new
Warrant (in accordance with Section 5(d)) representing the right to purchase the number of Warrant Shares purchasable immediately
prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or
is exercised. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges)
that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided,
however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved
in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate
thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this
Warrant or receiving Warrant Shares upon exercise hereof.


 






     

     


    

 


(b) Exercise Price. For purposes of this Warrant, “Exercise Price” means $6.25, subject to adjustment as
provided herein.


 


(c) Cashless Exercise. Notwithstanding anything contained herein to the contrary, from and after the Issuance Date, if a registration
statement covering the Warrant Shares that are the subject of the Exercise Notice (the “Unavailable Warrant Shares”),
or an exemption from registration, is not available for the resale of such Unavailable Warrant Shares, the Holder
may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated
to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise
the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless
Exercise”):


 


Net
Number = (A x B) - (A x C)


B


For
purposes of the foregoing formula:


 


	 	A=	the total number of shares with respect to which this
Warrant is then being exercised.
	 	 	 
	 	B=	the arithmetic average of the Closing Sale Prices of
the shares of Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the date of the
Exercise Notice.
	 	 	 
	 	C=	the Exercise Price then in effect for the applicable
Warrant Shares at the time of such exercise.




 


(d) Rule 144. For purposes of Rule 144(d) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), as in effect on the date hereof, assuming the Holder is not an affiliate of the Company, it is intended that
the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for
the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Purchase
Agreement.


 


(e) Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed.


 






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(f) Beneficial Ownership. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right
to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (together with such Person’s
affiliates) would beneficially own in excess of 4.99% (the “Initial Maximum Percentage”) of the shares of Common
Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number
of shares of Common Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Stock
issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude
shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially
owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible
notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number
of outstanding shares of Common Stock as reflected in the most recent of (1) the Company’s most recent Form 10-K, Form 10-Q,
Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more
recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number
of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company
shall within two (2) Business Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the
number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder and its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the
Initial Maximum Percentage to any other percentage specified in such notice (the “Second Maximum Percentage”);
provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the
Company, and (ii) any such increase or decrease will apply only to the Holder. The provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph
(or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained
or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding the foregoing,
the exercise limitation set forth in this Section 1(f) (A) with respect to the Initial Maximum Percentage shall
not apply to any Holder who already has beneficial ownership in excess of the Initial Maximum Percentage prior to exercise of
this Warrant and (B) with respect to the Second Maximum Percentage shall not apply to any Holder who already has beneficial
ownership in excess of the Second Maximum Percentage prior to exercise of this Warrant.


 






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2.  ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from
time to time as follows:


 


(a) Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise
Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(b) Adjustment upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Subscription Date
subdivides (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one or more
classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior
to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the
Company at any time on or after the Subscription Date combines (by any stock split, stock dividend, recapitalization, reorganization,
scheme, arrangement or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares,
the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant
Shares will be proportionately decreased. Any adjustment under this Section 2(b) shall become effective at the close of
business on the date the subdivision or combination becomes effective.


 


(c) Other Events. If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly
provided for by such provisions (including, without limitation, the granting of stock appreciation rights or phantom stock rights),
then the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant
Shares so as to protect the rights of the Holder; provided that no such adjustment pursuant to this Section 2(c) will increase
the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2.


 


3. NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or
through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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 of this Warrant, and will
at all times in good faith comply with all the provisions of this Warrant and take all actions consistent with effectuating the
purposes of this Warrant. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value
of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall
take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as this Warrant is outstanding,
take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for
the purpose of effecting the exercise of this Warrant, 100% of the number of shares of Common Stock issuable upon exercise of
this Warrant then outstanding (without regard to any limitations on exercise).


 






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4.  WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital
of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in
such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to
vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise,
prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise
of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to
purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities
are asserted by the Company or by creditors of the Company.


 


5.  REISSUANCE OF WARRANTS.


 


(a) Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company and deliver
the completed and executed Assignment Form, in the form attached hereto as Exhibit B, whereupon the Company will forthwith
issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 5(d)), registered as the Holder
may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less then
the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section
5(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred; provided, however,
that no Warrants for fractional shares of Common Stock shall be transferred.


 


(b) 
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company 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, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of
this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 5(d)) representing
the right to purchase the Warrant Shares then underlying this Warrant.


 


(c) Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Warrant or Warrants (in accordance with Section 5(d)) representing in the aggregate the
right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right
to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however,
that no Warrants for fractional shares of Common Stock shall be given.


 


(d) 
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant,
the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to
Section 5(a) or Section 5(c), the Warrant Shares designated by the Holder which, when added to the number of shares
of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant
Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is
the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.


 






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6.  NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall
be given in accordance with Section 9.4 of the Purchase Agreement.


 


7. AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Required Holders. Any such amendment shall apply to all Warrants and be binding upon all registered holders
of such Warrants.


 


8. GOVERNING
LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. This Warrant shall be governed by, and construed in accordance with, the
internal laws of the State of New York, without reference to the choice of law provisions thereof. The Company and, by accepting
this Warrant, the Holder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located
in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action,
proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process
in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods
as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Holder, each irrevocably
consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.
The Company and, by accepting this Warrant, the Holder, each irrevocably waives any objection to the laying of venue of any such
suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER
HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL
HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


9. CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not
be construed against any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall
not form part of, or affect the interpretation of, this Warrant.


 


10. DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation
of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile or e-mail
within two (2) Business Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder.
If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant
Shares within three Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then
the Company shall, within two (2) Business Days submit via facsimile or e-mail (a) the disputed determination of the Exercise
Price to an independent, reputable investment bank selected by the Company and approved by the Holder, which approval shall not
be unreasonably withheld, or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent,
outside accountant. The Company shall cause the investment bank or the accountant, as the case may be, to perform the determinations
or calculations and notify the Company and the Holder of the results no later than ten Business Days from the time it receives
the disputed determinations or calculations. The prevailing party in any dispute resolved pursuant to this Section 10 shall
be entitled to the full amount of all reasonable expenses, including all costs and fees paid or incurred in good faith, in relation
to the resolution of such dispute. Such investment bank’s or accountant’s determination or calculation, as the case
may be, shall be binding upon all parties absent demonstrable error.


 






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11. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative
and in addition to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance
and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure
by the Company to comply with the terms of this Warrant.


 


12. TRANSFER. Subject to applicable laws, this Warrant may be offered for sale, sold, transferred or assigned without the consent
of the Company.


 


13. CALL PROVISION.


 


(a) 
Notwithstanding any other provision contained in this Warrant to the contrary, in the event that the closing bid price per share
of Common Stock as traded on an Eligible Market equals or exceeds $10.3125 (appropriately adjusted for any stock split,
reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the Issuance
Date) for twenty-five (25) consecutive Trading Days in a period of thirty (30) consecutive Trading Days commencing after the Registration
Statement (as defined in the Registration Rights Agreement) has been declared effective (the “Minimum Price Condition”),
the Company, upon thirty (30) days prior written notice (the “Notice Period”) given to the Holder within one
Business Day immediately following the end of such thirty (30) Trading Day period, may demand that the Holder exercise its cash
exercise rights hereunder with respect to the portion of this Warrant specified in Section 13(b) below, and the Holder must exercise
its rights hereunder prior to the end of the Notice Period; provided that (i) the Company gives a similar notice to the holders
of all of the outstanding Warrants on the same day, (ii) all of the shares of Common Stock issuable hereunder either (A) are registered
pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement) which has not been suspended
and for which no stop order is in effect, and pursuant to which the Holder is able to sell such shares of Common Stock at all
times during the Notice Period or (B) no longer constitute Registrable Securities (as defined in the Registration Rights Agreement)
(this clause (ii) being hereafter referred to as the “Registration Condition”), and (iii) this Warrant is fully
exercisable for the full amount of Warrant Shares covered hereby after giving effect to the limitations set forth in Section 1(f)
(the “Exercise Condition”). If such exercise is not made or if only a partial exercise is made, any and all
rights to further exercise the Warrant shall cease upon the expiration of the Notice Period.


  







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(b) 
In any 90-day period, no more than the lesser of (i) 50% of the aggregate amount of Warrants initially issued to a Holder or (ii)
the number of Warrants held by the Holder, may be called by the Company and the Company may not call additional Warrants in any
subsequent 90-day period unless all the conditions specified in Section 13(a) are again satisfied as provided above (including
without limitation, the Minimum Price Condition, the Registration Condition and the Exercise Condition).


 


(c) 
In connection with any transfer or exchange of less than all of this Warrant, the transferring Holder shall deliver to the Company
an agreement or instrument executed by the transferring Holder and the transferee of this Warrant allocating between them on whatever
basis they may determine in their sole discretion any subsequent call of this Warrant by the Company, such that after giving effect
to such transfer the Company shall have the right to call the same number of Warrants that it would have had if the transfer or
exchange had not occurred.


 


14. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a) 
“Bloomberg” means Bloomberg Financial Markets.


 


(b) 
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law or executive order to remain closed.


 


(c) 
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the
last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg,
or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing
trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00
p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading
market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported
for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such
security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the
Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases,
the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value
as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend,
stock split, stock combination or other similar transaction during the applicable calculation period.


 






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(d) “Common
Stock” means (i) the Company’s shares of Common Stock, par value $0.001 per share, and (ii) any share
capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common
Stock.


 


(e) “Eligible Market” means the Principal Market, The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global
Market or The NASDAQ Global Select Market.


 


(f) “Expiration Date” means the fifth anniversary of the Exercisability Date or, if such date falls on a day
other than a Trading Day or on which trading does not take place on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded (a “Holiday”), the next date that is not a Holiday.


 


(g) 
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity and a government or any department or agency thereof.


 


(h) 
“Principal Market” means The NASDAQ Capital Market.


 


(i) “Required
Holders” means, as of any date, the holders of at least a majority of the Warrants outstanding as of such date.


 


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


 


(k) 
“Weighted Average Price” means, for any security as of any date, the dollar volume-weighted average price for
such security on the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal
Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the
Principal Market publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price”
function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter
market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such
other time as the Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time
(or such other time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg, or,
if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest
closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink
sheets” by OTC Markets LLC. If the Weighted Average Price cannot be calculated for a security on a particular date on any
of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security,
then such dispute shall be resolved pursuant to Section 10 with the term “Weighted Average Price” being substituted
for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any stock dividend, stock
split, stock combination or other similar transaction during the applicable calculation period.


 


[Signature
Page Follows]





 






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IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date
set out above.


 


	 	SITO MOBILE, LTD.
	 	 	 
	 	By:	  
	 	Name:	
Thomas J. Pallack
	 	Title:	
Chief Executive Officer






 


 


[SIGNATURE
PAGE TO SITO MOBILE, LTD. WARRANT]









     

     


    

 


EXHIBIT
A


 


EXERCISE
NOTICE


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT
TO PURCHASE COMMON STOCK





SITO
MOBILE, LTD.


 


Complete
and deliver this Exercise Notice to:


 


SITO
Mobile, Ltd.


Attention:
Chief Financial Officer


The
Newport Corporate Center, 100 Town


Square
Place, Suite 204


Jersey
City, NJ 07310


 


With
a copy to:


 


Pepper
Hamilton LLP


Attention:
Andrew Hulsh, Esq.


E-mail:
hulsha@pepperlaw.com


 


The
undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”)
of SITO Mobile, Ltd., a Delaware corporation (the “Company”), evidenced by the attached Warrant to Purchase
Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.


 


1.
Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:


 


____________a
“Cash Exercise” with respect to _________________ Warrant Shares; and/or


 


____________a
“Cashless Exercise” with respect to _______________ Warrant Shares.


 


2.
Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the
Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________
to the Company in accordance with the terms of the Warrant.


 


3.
Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms
of the Warrant to the following address _______________________________________ and, after delivery of such Warrant Shares, _____________
Warrant Shares remain subject to the Warrant.


 


Date:
_______________ __, ______


 


________________________________ 


Name
of Registered Holder


 





	By:	      	 
	 	Name:	 
	 	Title:	 



 


Acknowledgment
of confirmation of receipt of the Exercise Delivery Documents to be sent to Registered Holder to the following:


 


	☐ E-mail: _________________________	 	☐ Fax: _________________________












 






    	 	A-1	 



     


    

 


EXHIBIT
B


 


ASSIGNMENT
FORM


SITO
MOBILE, INC.


 


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:	 	_____________________________________
	 	 	(Please
    Print)
	Address:	 	_____________________________________
	 	 	(Please
    Print)
	Dated:
    _______________ __, ______	 	 
	 	 	 
	Holder’s
    Signature:___________________________	 	 
	 	 	 
	Holder’s
    Address:_____________________________	 	 


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without
alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other
representative capacity should file proper evidence of authority to assign the foregoing Warrant.


 


 


B-1