WARRANT
AGREEMENT


 


THIS
WARRANT AGREEMENT made as of [●], 2019 (the “Issuance Date”), between Vislink Technologies, Inc., a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the
“Warrant Agent”).


 


WHEREAS,
the Company has sold (i) [●] shares of common stock, par value $0.00001 per share (the “Common Stock”
and includes any share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification
of such Common Stock), of the Company (or in lieu of shares of Common Stock, pre-funded warrants (the “Pre-Funded Warrants”)
exercisable for the purchase of up to [●] shares of Common Stock (“Pre-Funded Warrant Shares”)) and (ii)
warrants (the “Common Warrants”) to purchase up to [●] shares of Common Stock (each, a “Common
Warrant Share” and, collectively, the “Common Warrant Shares”), subject to adjustment as described
herein, pursuant to an Underwriting Agreement, dated [●], 2019, between the Company and A.G.P./Alliance Global Partners
(“A.G.P.”), as representative of the several underwriters (if any) named therein (the “Underwriting
Agreement”);


 


WHEREAS,
the Pre-Funded Warrants and the Common Warrants are sometimes collectively referred to as the “Warrants,” and
the Pre-Funded Warrant Shares and the Common Warrant Shares are sometimes collectively referred to as the “Warrant Shares”;


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form
S-1 (File No. 333-234265) (as the same may be amended from time to time, the “Registration Statement”) for
the registration, under the Securities Act of 1933, as amended (the “1933 Act”), of shares of Common Stock,
the Pre-Funded Warrants, the Common Warrants, the Pre-Funded Warrant Shares and the Common Warrant Shares, and such Registration
Statement was declared effective on [●], 2019;


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange and exercise of the Pre-Funded Warrants and the Common Warrants;


 


WHEREAS,
the Company desires to provide for the form and provisions of the Pre-Funded Warrants and the Common Warrants, the terms upon
which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the
Warrant Agent, and the holders of the Pre-Funded Warrants and the Common Warrants; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Pre-Funded Warrants and the Common Warrants,
when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid,
binding and legal obligations of the Company, and to authorize the execution and delivery of this Warrant Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.
Appointment of Warrant Agent. The Company
hereby appoints the Warrant Agent to act as agent for the Company for the Pre-Funded Warrants and the Common Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions
set forth in this Warrant Agreement.


 




    	 	 	 



    	 



    

 


2.
Warrants.


 


2.1
Form of Warrant. The Common Warrants and the Pre-Funded Warrants shall be registered securities and shall
be initially evidenced by a global Warrant certificate (“Global Certificate”) in the forms of Exhibit A-1
and Exhibit A-2, respectively, to this Warrant Agreement, which shall be deposited on behalf of the Company with a
custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee
of DTC. If DTC subsequently ceases to make its settlement system available for the Pre-Funded Warrants and the Common Warrants,
the Company may instruct the Warrant Agent regarding making arrangements for book-entry settlement. In the event that the Pre-Funded
Warrants or the Common Warrants are not eligible for, or it is no longer necessary to have the Pre-Funded Warrants or the Common
Warrants available in, registration in the name of Cede & Co., a nominee of DTC, the Company may instruct the Warrant Agent
to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the applicable Global Certificate, and
the Company shall instruct the Warrant Agent to deliver to each Holder (as defined below) separate certificates evidencing, as
applicable, the Common Warrants and the Pre-Funded Warrants (“Definitive Certificates” and, together
with the Global Certificate, “Warrant Certificates”), in the forms of Exhibit B-1,  and
Exhibit B-2, respectively, to this Warrant Agreement. The Pre-Funded Warrants and the Common Warrants represented by the
Global Certificate are referred to as “Global Warrants.”


 


2.2
Registration.


 


2.2.1
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of
original issuance and the registration of transfer of the Pre-Funded Warrants and the Common Warrants. Any Person in whose name
ownership of a beneficial interest in the Pre-Funded Warrants and/or the Common Warrants evidenced by a Global Certificate is
recorded in the records maintained by DTC or its nominee shall be deemed the “beneficial owner” thereof, provided
that all such beneficial interests shall be held through a Participant (as defined below), which shall be the registered holder
of such Pre-Funded Warrants and Common Warrants.


 


2.2.2
Issuance of Warrants. Upon the initial issuance of the Pre-Funded Warrants and the Common Warrants, the Warrant Agent shall
issue the Global Certificates and deliver the Pre-Funded Warrants and the Common Warrants in the DTC settlement system in accordance
with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Pre-Funded Warrants
and the Common Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i)
by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”), subject to a Holder’s
right to elect to receive a Common Warrant or a Pre-Funded Warrant, as applicable, in certificated form in the form of
Exhibit B-1,  and/or Exhibit B-2 to this Warrant Agreement. Any Holder desiring to elect to receive
a Pre-Funded Warrant or a Common Warrant in certificated form shall make such request in writing delivered to the Warrant Agent
pursuant to Section 2.2.6, and shall surrender to the Warrant Agent the interest of the Holder on the books of the Participant
evidencing the Pre-Funded Warrants and/or the Common Warrants, each of which are to be represented by a Definitive Certificate
through the DTC settlement system. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled thereto a
Warrant Certificate or Warrant Certificates, as the case may be, as so requested.


 


2.2.3
Beneficial Owner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name that the Warrant shall be registered on the Warrant Register (the “Holder”)
as the absolute owner of such Warrants for purposes of any exercise thereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification,
proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any
Warrant. The rights of beneficial owners in a Warrant evidenced by a Global Certificate shall be exercised by the Holder or a
Participant through the DTC system, except to the extent set forth herein or in such Global Certificate.


 




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2.2.4
Execution. The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company
(an “Authorized Officer”), which need not be the same authorized signatory for all of the Warrant Certificates,
either manually or by facsimile signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant
Agent, which need not be the same signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for
any purpose unless so countersigned. In case any Authorized Officer of the Company that signed any of the Warrant Certificates
ceases to be an Authorized Officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the
Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same
force and effect as though the person who signed such Warrant Certificates had not ceased to be such officer of the Company; and
any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such
Warrant Certificate, shall be an Authorized Officer of the Company authorized to sign such Warrant Certificate, although at the
date of the execution of this Warrant Agreement any such person was not such an Authorized Officer.


 


2.2.5
Proxies. The Holder of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial
holders that may own interests through the Participants, to take any action that a Holder is entitled to take under this Warrant
Agreement or the Pre-Funded Warrants and the Common Warrants; provided, however, that at all times that Pre-Funded
Warrants or the Common Warrants are evidenced by a Book Entry Warrant Certificate, exercise of those Warrants shall
be effected on their behalf by Participants through DTC in accordance the procedures administered by DTC.


 


2.2.6
Warrant Certificate Request. A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined
below) pursuant to a Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent
for the exchange of some or all of such Holder’s Warrants for a Definitive Certificate evidencing the same number of Warrants,
which request shall be in the form attached hereto as Exhibit C (a “Warrant Certificate Request Notice”
and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice
Date” and the deemed surrender upon delivery by the Holder of a number of Global Warrants for the same number of Pre-Funded
Warrants and/or Common Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant
Agent shall, as soon as practicable, effect the Warrant Exchange and shall, as soon as practicable, issue and deliver to the Holder
a Definitive Certificate for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive
Certificate shall be dated the original issue date of the applicable Warrants, the Warrants shall be manually executed by an authorized
signatory of the Company, shall be in the form attached hereto as Exhibit B-1 and Exhibit B-2, as applicable, and
shall be reasonably acceptable in all respects to such Holder. In connection with a Warrant Exchange, the Company agrees to deliver,
or to direct the Warrant Agent to deliver, the Definitive Certificate to the Holder within three (3) Business Days of the Warrant
Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant
Certificate Delivery Date”). If the Company or the Warrant Agent fails for any reason to deliver to the Holder the Definitive
Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay
to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Pre-Funded Warrant Shares and/or Common
Warrant Shares, as applicable, evidenced by such Definitive Certificate (based on the Weighted Average Price of the Common Stock
on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day after such Warrant Certificate Delivery
Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such
Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice,
the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth
herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Pre-Funded
Warrants and the Common Warrants evidenced by such Warrant Certificate and the terms of this Warrant Agreement, shall not apply
to the Pre-Funded Warrants and the Common Warrants evidenced by the Definitive Certificate. The Warrant Agent shall have no responsibility
for any liquidated damages that may be payable or paid to any Person under this paragraph for any failure by the Warrant Agent
to deliver to the Holder the Definitive Certificate, on the Company’s behalf. In addition, the Company shall indemnify and
hold harmless the Warrant Agent against all claims made against the Warrant Agent for any such failure except that the Company
shall not be obligated to provide any such indemnification if it is determined by a final, non-appealable judgment of a court
of competent jurisdiction that such failure is due to the Warrant Agent’s gross negligence, bad faith or willful misconduct. 


 




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2.2.7
For purposes of clarity, without limiting the rights and immunities of the Warrant Agent, if there is a conflict between the express
terms of this Warrant Agreement and any Definitive Certificate in the form of Exhibit B-1 hereto with respect to the terms
of the Common Warrants or in the form of Exhibit B-2 hereto with respect to the terms of the Pre-Funded Warrants,
the terms of such Definitive Certificate set forth in the form of Exhibit B-1 and/or Exhibit B-2, as the case may
be, shall govern and control.


 


2.2.8
The terms of the Common Warrants are set forth in the form of the Common Warrants attached hereto as Exhibit B-1, which
form is incorporated by reference into this Warrant Agreement. If there is any discrepancy between any Section of this Warrant
Agreement applicable to the Common Warrants and the form of Common Warrants attached hereto as Exhibit B-1, the form of
Common Warrant shall govern.


 


2.2.9
The terms of the Pre-Funded Warrants are set forth in the form of the Pre-Funded Warrants attached hereto as Exhibit B-2,
which form is incorporated by reference into this Warrant Agreement. If there is any discrepancy between any Section of this Warrant
Agreement applicable to the Pre-Funded Warrants and the form of Pre-Funded Warrant attached hereto as Exhibit B-2, the
form of Pre-Funded Warrant shall govern.


 


2.3
Detachability of Warrants. The Common Stock, the Common Warrants and the Pre-Funded Warrants will be issued separately
and will be separately transferable immediately upon issuance.


 


3.
Terms of Warrants. The terms of the Common
Warrants and the Pre-Funded Warrants are as set forth in this Section 3.


 


3.1
Exercise Price. The exercise price per whole share of the Common Stock under each Common Warrant shall be as set forth
in the form of Common Warrant attached hereto as Exhibit B-1, which is incorporated by reference herein. The exercise price
per whole share of the Common Stock under each Pre-Funded Warrant shall be as set forth in the form of the Pre-Funded Warrant
attached hereto as Exhibit B-2, which is incorporated by reference herein. The exercise price applicable to the exercise
of any Warrant is hereinafter referred to as the “Exercise Price.”


 


3.2
Duration of Warrants. A Common Warrant may be exercised only during the period set forth in the form of Common Warrant
attached hereto as Exhibit B-1, which is incorporated by reference herein. A Pre-Funded Warrant may be exercised only during
the period set forth in the form of the Pre-Funded Warrant attached hereto as Exhibit B-2, which is incorporated by reference
herein. The exercise period applicable to the exercise of any Warrant is hereinafter referred to as the “Warrant Exercise
Period.”


 




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3.3
Exercise of Warrants.


 


3.3.1
Exercise and Payment. Terms relating to the exercise of a Common Warrant are set forth in form of Common Warrant attached
hereto as Exhibit B-1, which is incorporated by reference herein. Terms relating to the exercise of a Pre-Funded Warrant
are set forth in form of Pre-Funded Warrant attached hereto as Exhibit B-2, which is incorporated by reference herein.
A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., Eastern time, on any Business Day during the
applicable Warrant Exercise Period (the “Exercise Date”) to the Warrant Agent at its offices designated for
such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate,
the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of DTC to an account of the Warrant
Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (ii) an election to purchase
the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase” and together with the
Warrant Certificates and the Book-Entry Warrants, the “Warrant Exercise Documents”), properly completed and
duly executed by the registered holder on the reverse of the Warrant Certificate, accompanied by a signature guarantee and such
other documentation as the Warrant Agent may reasonably request, or, in the case of a Book-Entry Warrant Certificate, properly
delivered by the Participant in accordance with DTC’s procedures. Within one Trading Day after the Exercise Date, such holder
must pay the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by wire, certified
or official bank check, or wire transfer, in immediately available funds unless such holder has elected to make a cashless exercise
pursuant to the terms of the Warrant. The term “Warrant Price” as used in this Warrant Agreement refers to
price per share of Common Stock at which shares may be purchased at the time the Warrant is exercised.


 


If
any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor,
is received by the Warrant Agent after 5:00 P.M., Eastern Time, on the specified Exercise Date, the Warrants will be deemed to
be received on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business
Day, the Warrants will be deemed to be received on the next succeeding day that is a Business Day. If the Warrants are received
or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the
Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event
will a registered holder or Participant be entitled to interest accrued on funds deposited with the Warrant Agent in respect of
an exercise or attempted exercise of the Warrants. The Warrant Agent shall not have any responsibility or liability relating to
the determination as to the validity of any exercise of Warrants which determination will be made by the Company and the applicable
registered holder, and the Warrant Agent may rely upon the instructions of the Company regarding the validity of any exercise
of Warrants. The Warrant Agent shall not have any obligation to inform a registered holder of the invalidity of any exercise of
Warrants. If the Company believes that an exercise by a registered holder is invalid the Company will promptly notify such registered
holder of the such fact and the reasons why it believes the exercise was invalid and will provide a copy of such notice to the
Warrant Agent as soon as practicable.


 


The
Warrant Agent shall forward funds received for Warrant exercises, during any month, by the 5th Business Day of the following month
by wire transfer to an account designated by the Company in writing.


 




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3.3.2
Issuance of Certificates. The Warrant Agent shall, within a reasonable time, advise the Company and the Company’s
transfer agent and registrar (the “Transfer Agent”) in respect of (a) the Warrant Shares issuable upon such
exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the
instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable
upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the
Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the
records maintained by DTC, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the
balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company, the Warrant Agent
or such Transfer Agent shall reasonably require. So long as the Holder delivers the Warrant Price (or notice of a Cashless Exercise)
on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the
Warrant Agent, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising
the Standard Settlement Period, in each case following the date on which the Warrant Exercise Documents have been delivered to
the Company, or, if the Holder does not deliver the Warrant Price (or notice of a Cashless Exercise) on or prior to the first
(1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on
or prior to the first (1st) Trading Day following the date on which the Warrant Price (or notice of a Cashless Exercise) is delivered
(such earlier date, the “Share Delivery Date”), the Company shall cause the Warrant Agent to (X) provided that
the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Warrant
Shares 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 At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast
Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Warrant Exercise
Documents, a certificate, registered in the name of the Holder or its designee, for the number of Warrant Shares to which the
Holder is entitled pursuant to such exercise. If the Warrant Agent fails for any reason to deliver to such registered holder or
Participant, as the case may be, the Warrant Shares subject to an exercise notice by the Share Delivery Date, the Company shall
pay to the registered holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to
such exercise (based on the Weighted Average Price of the Common Stock on the date of the applicable exercise notice), $10 per
Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each
Trading Day after such Share Delivery Date until such Warrant Shares are delivered or the registered holder rescinds such exercise.
The Warrant Agent shall have no responsibility for any liquidated damages that may be payable or paid to any registered holder
or Participant under this paragraph for any failure by the Warrant Agent to execute, issue and deliver, on the Company’s
behalf, the Warrant Shares as required by this paragraph. In addition, the Company shall indemnify and hold harmless the Warrant
Agent against all claims made against the Warrant Agent for any such failure except that the Company shall not be obligated to
provide any such indemnification if it is determined by a final, non-appealable judgment of a court of competent jurisdiction
that such failure is due to the Warrant Agent’s gross negligence, bad faith or willful misconduct.


 


If
the Warrant Agent fails to comply with the preceding paragraphs in this Section 3.3.2 by the Share Delivery Date, then, without
limiting the rights and immunities of the Warrant Agent hereunder, in addition to other rights it may have hereunder, the registered
holder or Participant will have the right to rescind its exercise.


 




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3.3.3
Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Warrant
Agreement shall be validly issued, fully paid and nonassessable.


 


3.3.4
Dividends. The accrual of dividends, if any, on the Warrant Shares issued hereunder will be governed by the terms generally
applicable to the Common Stock. From and after the issuance of such Warrant Shares, the Holder of the Warrants pursuant to which
such Warrant Shares a were issued, upon exercise, will be entitled to the benefits generally available to other holders of Common
Stock, including the accrual of dividends, if any, on such Warrant Shares even prior to exercise of such Warrants, and such Holder’s
right to receive payments of dividends and any other amounts payable in respect of the Warrant Shares shall be governed by, and
shall be subject to, the terms and provisions generally applicable to the Common Stock.


 


3.3.5
No Fractional Exercise. A registered holder may exercise a Warrant from time to time only for whole shares of Common Stock.
No fractional shares or scrip representing fractional shares shall be issued upon the exercise of a Warrant. As to any fraction
of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either
pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or
round up to the next whole share. If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, a new Warrant
Certificate for the number of unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant
Agent as provided in Section 2 of this Warrant Agreement, and delivered to the Holder of the Warrant Certificate at the address
specified on the books of the Warrant Agent or as otherwise specified in writing by such registered holder. If fewer than all
the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by
DTC, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants
remaining after such exercise. Whenever a payment for fractional shares is to be made by the Warrant Agent under this Warrant
Agreement, the Company shall promptly prepare and deliver to the Warrant Agent a certificate setting forth in reasonable detail
the facts related to such payments and the prices and formulas utilized in calculating such payments. The Warrant Agent shall
be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have
knowledge of, any payment for fractional shares under this Warrant Agreement relating to the payment of fractional shares unless
and until the Warrant Agent shall have received such a certificate and sufficient monies. The Company shall provide initial funding
to the Warrant Agent of one thousand dollars ($1,000) for the purpose of issuing cash in lieu of fractional shares. From time
to time thereafter, the Warrant Agent may request additional funding, as shall be required, in the Warrant Agent’s reasonable
determination, to satisfy payments for fractional Warrant Shares. The Warrant Agent shall have no obligation to make such payments
for fractional Warrant Shares in excess of the amount of funds advanced by the Company in respect of such payments. Upon expiration
of the term of all Warrants or the earlier exercise of all Warrants any balance remaining of such funds shall be paid to the Company.


 


3.3.6
No Transfer Taxes. Issuance of Warrant Shares shall be made without charge to a registered holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid
by the Company, and such Warrant Shares shall be issued in the name of the registered holder or in such name or names as may be
directed by the registered holder; provided, however, that in the event Warrant Shares are to be issued in a name other than the
name of the registered holder, a Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto
duly executed by the registered holder and the Company may require, as a condition thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing
of any exercise notice. The Warrant Agent shall not have any duty or obligation to take any action under any section of this Warrant
Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been
made.


 




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3.3.7
Date of Issuance. Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the
Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder
of such shares at the close of business on the next succeeding date on which the stock transfer books are open. Upon receipt by
the Company of a duly executed Notice of Exercise (which may be by facsimile or email), a registered holder shall be deemed to
have exercised its Warrant as specified in the Notice of Exercise for purposes of Regulation SHO promulgated under the Securities
Exchange Act of 1934, as amended (the “1934 Act”). A Holder whose interest in a Warrant is a beneficial interest
in certificate(s) representing a Warrant held in book-entry form through DTC shall be deemed to have exercised its interest in
Warrant upon instructing its broker that is a DTC participant to exercise its interest in a Warrant, for purposes of Regulation
SHO promulgated under the 1934 Act.


 


3.3.8
Optional Cashless Exercise. A Common Warrant, as applicable, may be exercised by the Holder thereof, pursuant to the cashless
exercise provisions set forth in the form of Common Warrant attached hereto as Exhibit B-1, which is incorporated by reference
herein. A Pre-Funded Warrant, as applicable, may be exercised by the Holder thereof, pursuant to the cashless exercise provisions
set forth in the form of Pre-Funded Warrant attached hereto as Exhibit B-2, which is incorporated by reference herein.


 


3.3.9
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 registered holder the number of Warrant Shares that are not disputed.


 


3.3.10
Limitations on Exercise. Each Common Warrant shall be subject to such limitations on exercise as set forth in the section
titled Beneficial Ownership the form of Common Warrant attached hereto as Exhibit B-1. Each Pre-Funded Warrant shall
be subject to such limitations on exercise as set forth in the section titled Beneficial Ownership in the form of Pre-Funded
Warrant attached hereto as Exhibit B-2.


 


3.4
Company’s Failure to Timely Deliver Securities. Provisions relating to the Company’s failure to timely deliver
securities, with respect to the exercise of the Common Warrants shall be set forth (a) in each Common Warrant in the section titled
Company’s Failure to Timely Deliver Securities in the form of Common Warrant attached hereto as Exhibit B-1
and (b) in each Pre-Funded Warrant in the section titled Company’s Failure to Timely Deliver Securities in the form
of Pre-Funded Warrant attached hereto as Exhibit B-2.


 


3.5
Cost Basis Information. In the event of a cash exercise, the Company hereby instructs the Warrant Agent to record cost
basis for newly issued shares of Common Stock in a manner to be subsequently communicated by the Company in writing to the Warrant
Agent. In the event of a cashless exercise, the Company shall provide cost basis for the shares of Common Stock issued pursuant
to a cashless exercise at the time the Company confirms the number of Warrant Shares issuable in connection with the cashless
exercise to the Warrant Agent pursuant to Section 3.3.3 hereof.


 




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3.6
Rule 144. If the Warrant Shares are issued in a cashless exercise, the Company and the registered holder undertaking such
cashless exercise acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, other than a change in law, the
Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated
under the 1933 Act, as in effect on the Issuance Date, it is intended that the Warrant Shares issued in a cashless exercise shall
be deemed to have been acquired by the holder of the Warrant Shares, and the holding period for the Warrant Shares shall be deemed
to have commenced, on the date the Warrants being exercised were originally issued pursuant to the Underwriting Agreement. The
Company shall, at all times prior to the earlier to occur of (i) the date of sale or other disposition by the holders of a Warrant
of or all shares of Common Stock issued on exercise of such Warrant or (ii) the expiration or earlier termination of a Warrant
if a Warrant has not been exercised in full or in part on such date, use commercially reasonable efforts to timely file all reports
required under the 1934 Act and otherwise timely take all actions necessary to permit the holder of such Warrant and/or the shares
of Common Stock issued on exercise thereof to sell or otherwise dispose of such Warrant and shares pursuant to Rule 144 promulgated
under the 1933 Act, provided that the foregoing shall not apply in the event of a Merger Event following which the successor or
surviving entity is not subject to the reporting requirements of the 1934 Act. If the holder of a Warrant proposes to sell Common
Stock issuable upon the exercise of such Warrant in compliance with Rule 144, then, upon the holder’s written request to
the Company, the Company shall furnish to the holder, within five (5) Business Days after receipt of such request, a written statement
confirming the Company’s compliance with the filing and other requirements of such Rule 144.


 


4.
Adjustments. The terms regarding any adjustment
of the Common Warrants are set forth in the form of the Common Warrant attached hereto as Exhibit B-1, which form is incorporated
by reference into this Warrant Agreement. The terms regarding any adjustment of the Pre-Funded Warrants are set forth in the form
of the Pre-Funded Warrant attached hereto as Exhibit B-2, which form is incorporated by reference into this Warrant Agreement.


 


5.
Transfer and Exchange of Warrants.


 


5.1
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Pre-Funded
Warrant and Common Warrant upon the Warrant Register, upon surrender of such Pre-Funded or Common Warrant for transfer, duly endorsed
with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Pre-Funded
Warrant or Common Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled
by the Warrant Agent. The Pre-Funded Warrants and the Common Warrants so cancelled shall be delivered by the Warrant Agent to
the Company from time to time upon the request and at the expense of the Company.


 


5.2
Procedure for Surrender of Warrants. Pre-Funded Warrants or Common Warrants may be surrendered to the Warrant Agent, together
with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more
new Pre-funded Warrants or Common Warrants as requested by the registered holder of the Pre-Funded Warrants or Common Warrants
so surrendered, representing an equal aggregate number of Pre-Funded Warrants or Common Warrants; provided, however, that except
as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred
only in whole and only to DTC, to another nominee of DTC, to a successor depository, or to a nominee of a successor depository;
provided further, however, that in the event that a Pre-Funded Warrant or Common Warrant surrendered for transfer bears
a restrictive legend, the Warrant Agent shall not cancel such Pre-Funded Warrant and/or Common Warrant and issue new Pre-Funded
Warrants or Common Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating
that such transfer may be made and indicating whether the new Pre-Funded Warrants, Common Warrants, Pre-Funded Warrant Shares
or Common Warrant Shares must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute,
and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant Certificate or Warrant
Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Pre-Funded Warrants or Common
Warrants.


 




    	 	9	 



    	 



    

 


A
party requesting transfer of Warrants must provide any evidence of authority that may be required by the Warrant Agent, including
but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program
approved by the Securities Transfer Association.


 


5.3
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will
result in the issuance of a Warrant Certificate for a fraction of a Warrant.


 


5.4
Service Charges. A registered holder shall not incur any service charge for any exchange or registration of transfer of
Pre-Funded Warrants or Common Warrants.


 


5.5
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Warrant Agreement, the Pre-Funded Warrants and Common Warrants required to be issued pursuant to the provisions
of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed
on behalf of the Company for such purpose.


 


6.
Other Provisions Relating to Rights of Registered
Holders of Warrants.


 


6.1
No Rights as Stockholder. Except as otherwise specifically provided herein, a registered holder, solely in its capacity
as a holder of a 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 Agreement be construed to confer upon a registered holder, solely
in its capacity as the registered holder of a Pre-Funded Warrant or Common 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 registered holder of the Warrant Shares which it is then entitled to receive upon the
due exercise of a Warrant. In addition, nothing contained in this Warrant Agreement shall be construed as imposing any liabilities
on a registered holder to purchase any securities (upon exercise of a Warrant or otherwise) or as a stockholder of the Company,
whether such liabilities are asserted by the Company or by creditors of the Company. A Pre-funded Warrant and/or Common Warrant
does not entitle the registered holder thereof to any of the rights of a stockholder.


 


6.2
Lost, Stolen or Destroyed Warrants. The Warrant Agent shall issue replacement Pre-Funded Warrants or Common Warrants in
a form mutually agreed to by Warrant Agent and the Company for those certificates alleged to have been lost, stolen or destroyed,
upon receipt by Warrant Agent of an open penalty surety bond satisfactory to it and holding it and Company harmless and, at the
Company’s or the Rights Agent’s request, reimbursement to the Company and the Warrant Agent of all reasonable expenses
incidental thereto, absent notice to Warrant Agent that such certificates have been acquired by a bona fide purchaser. Warrant
Agent may, at its option, issue replacement Pre-Funded Warrants or Common Warrants for mutilated certificates upon presentation
thereof without such indemnity.


 




    	 	10	 



    	 



    

 


6.3
Authorized Shares. The Company covenants that, during the period the Pre-Funded Warrants and Common Warrants are outstanding,
the Company shall at all times keep reserved for issuance under the Pre-Funded Warrants and Common Warrants a number of shares
of Common Stock at least equal to 100% of the maximum number of shares of Common Stock as shall be necessary to satisfy the Company’s
obligation to issue shares of Common Stock under the Pre-Funded Warrants and Common Warrants then outstanding (without regard
to any limitations on exercise) (the “Required Reserve Amount”); provided that at no time shall the
number of shares of Common Stock reserved pursuant to this Section 6.3 be reduced other than in connection with any exercise of
Pre-Funded Warrants and Common Warrants or such other event covered by Section 4.2. The Required Reserve Amount (including, without
limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Pre-Funded
Warrants and Common Warrants based on the number of shares of Common Stock issuable upon exercise of Pre-Funded Warrants and Common
Warrants held by each holder thereof on the Issuance Date (without regard to any limitations on exercise) (the “Authorized
Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Pre-Funded
Warrants and Common Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation.
Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Pre-Funded Warrants and Common Warrants
shall be allocated to the remaining holders of Pre-Funded Warrants and Common Warrants, pro rata based on the number of shares
of Common Stock issuable upon exercise of the Pre-Funded Warrants and Common Warrants then held by such holders thereof (without
regard to any limitations on exercise). If at any time while the Pre-Funded Warrants and Common Warrants remains outstanding the
Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve
for issuance the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall promptly take
all action reasonably necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow
the Company to reserve the Required Reserve Amount for the Pre-Funded Warrants and Common Warrants then outstanding. Without limiting
the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure,
but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting
of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such
meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit
its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to
recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized
Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding shares
of Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation
by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C.


 


6.4
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of
Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution,
issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of the Pre-Funded Warrants and Common Warrants, and will at all times in good faith carry out all of the provisions
of the Pre-Funded Warrants and Common Warrants and take all action as may be required to protect the rights of the Holder. 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 the Pre-Funded Warrants and Common Warrants 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 the Pre-Funded Warrants and Common Warrants, and (iii) shall, so long as any of the
Pre-Funded Warrants and Common Warrants are 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 the Pre-Funded Warrants and Common Warrants,
the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Pre-Funded Warrants
and Common Warrants then outstanding (without regard to any limitations on exercise).


 




    	 	11	 



    	 



    




 


7.
Concerning the Warrant Agent and Other Matters.


 


7.1
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance, transfer or delivery of shares of Common Stock upon the exercise of Warrants,
but the Company or the Warrant Agent shall not be obligated to pay any transfer taxes or charges in respect of the Pre-Funded
Warrants and Common Warrants or such shares in connection with a transfer to a different holder. The Warrant Agent shall not register
any transfer or issue or deliver any Warrant Certificate(s) unless or until the persons requesting the registration or issuance
shall have paid to the Warrant Agent for the account of the Company the amount of such transfer tax and charges, if any, or shall
have established to the reasonable satisfaction of the Company and the Warrant Agent that such transfer tax and charges, if any,
have been paid.


 


7.2
Resignation, Consolidation, or Merger of Warrant Agent.


 


7.2.1
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to
the Company pursuant to the notice provisions in Section 8.2 hereof. In the event the transfer agency relationship, if any, in
effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and
be discharged from its duties under this Warrant Agreement as of the effective date of such termination. If the office of the
Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after
it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court
of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost.
Any successor Warrant Agent, whether appointed by the Company or by such court, shall be authorized under applicable laws to exercise
the powers of a transfer agent and subject to supervision or examination by federal or state authorities. After appointment, any
successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for
any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver
any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all
such authority, powers, rights, immunities, duties, and obligations.


 


7.2.2
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any
such appointment.


 


7.2.3
Merger or Consolidation of Warrant Agent. Any Person into which the Warrant Agent may be merged or converted or with which
it may be consolidated or any Person resulting from any merger, conversion, or consolidation to which the Warrant Agent shall
be a party, or any Person succeeding to the business of the Warrant Agent, shall be the successor Warrant Agent under this Warrant
Agreement without any further act by the parties.


 




    	 	12	 



    	 



    

 


7.3
Fees and Expenses of Warrant Agent.


 


7.3.1
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder in accordance with a fee schedule to be mutually agreed upon and will reimburse the Warrant Agent upon demand for all
expenditures (including the reasonable expenses and fees of counsel) and disbursements that the Warrant Agent may reasonably incur
in the incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Warrant Agreement and
the exercise and performance of its duties hereunder.


 


7.3.2
Further Assurances. The Company shall perform, acknowledge and deliver or cause to be performed, acknowledged and delivered
all such further and other acts, documents, instruments and assurances as may be reasonably required by the Warrant Agent for
the carrying out or performing by the Warrant Agent of the provisions of this Warrant Agreement.


 


7.4
Liability of Warrant Agent.


 


7.4.1
Reliance on Company Statement. Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer,
President or Chairman of the Board of Directors of the Company and delivered to the Warrant Agent. The Warrant Agent may rely
upon, and be held harmless for such reliance, such statement for any action taken or suffered by it pursuant to the provisions
of this Warrant Agreement, and shall not be held liable in connection with any delay in receiving such statement.


 


7.4.2
Indemnification. The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs,
expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to
which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions
or omissions as Warrant Agent pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant
Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent
as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct (each as determined in a final, non-appealable
judgment of a court of competent jurisdiction).


 


7.4.3
Instructions. From time to time, the Company may provide the Warrant Agent with instructions concerning the services performed
by the Warrant Agent hereunder. In addition, at any time the Warrant Agent may apply to any officer of the Company for instruction,
and may consult with legal counsel for Warrant Agent or the Company with respect to any matter arising in connection with the
services to be performed by the Warrant Agent under this Warrant Agreement. The Warrant Agent and its agents and subcontractors
shall not be liable and shall be indemnified by the Company for any action taken or omitted by the Warrant Agent in reliance upon
any Company instructions or upon the advice or opinion of such counsel. The Warrant Agent shall not be held to have notice of
any change of authority of any person, until receipt of written notice thereof from the Company.


 


7.4.4
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with
respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible
to make calculations under Section 3.3.8 or any adjustments required under the provisions of Section 4 hereof or responsible for
the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such
adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation
of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common
Stock will when issued be valid and fully paid and nonassessable.


 




    	 	13	 



    	 



    

 


7.4.5
Rights and Duties of Warrant Agent. The Warrant Agent may consult with legal counsel (who may be legal counsel for the
Company), and the opinion or advice of such counsel shall be full and complete authorization and protection to the Warrant Agent
as to any action taken or omitted by it in accordance with such opinion or advice.


 


(a)
The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Warrant
Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, and all such
statements and recitals are and shall be deemed to have been made by the Company only.


 


(b)
The Warrant Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of
Pre-Funded Warrants and Common Warrants with respect to any action or default by the Company, including, without limiting the
generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise
or to make any demand upon the Company.


 


(c)
The Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the
Pre-Funded Warrants and Common Warrants or other securities of the Company or become pecuniarily interested in any transaction
in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as
though it were not Warrant Agent under this Warrant Agreement. Nothing herein shall preclude the Warrant Agent from acting in
any other capacity for the Company or for any other legal entity.


 


(d)
The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default,
neglect or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect
or misconduct, absent gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of
competent jurisdiction) in the selection and continued employment thereof.


 


(e)
The Warrant Agent may rely on and shall be held harmless and protected and shall incur no liability for or in respect of any action
taken, suffered or omitted to be taken by it in reliance upon any certificate, statement, instrument, opinion, notice, letter,
facsimile transmission, telegram or other document, or any security delivered to it, and believed by it to be genuine and to have
been made or signed by the proper party or parties, or upon any written or oral instructions or statements from the Company with
respect to any matter relating to its acting as Warrant Agent hereunder.


 


(f)
The Warrant Agent shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or
subject it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances
of repayment or indemnity satisfactory to it.


 




    	 	14	 



    	 



    

 


(g)
The Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating
to any registration statement filed with the Commission or this Warrant Agreement, including without limitation obligations under
applicable regulation or law.


 


(h)
The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Pre-Funded Warrants
and Common Warrants authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Warrant Agreement or
for the application by the Company of the proceeds of the issue and sale, or exercise, of the Pre-Funded Warrants and Common Warrants.


 


(i)
The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express
provisions hereof (and no duties or obligations shall be inferred or implied). The Warrant Agent shall not assume any obligations
or relationship of agency or trust with any of the owners or holders of the Pre-Funded Warrants and Common Warrants.


 


(j)
The Warrant Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature
by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion
Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution
for, the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation
may thereafter have been altered, changed, amended or repealed.


 


(k)
In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction,
request or other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole
discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to Company, the holder
of any Warrant Certificate or Book-Entry Warrant Certificate or any other person or entity for refraining from taking such action,
unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to
the satisfaction of Warrant Agent. The foregoing shall not eliminate any liability that the Company may have to any registered
holder or holder of any Warrant Certificate or Book-Entry Warrant Certificate.


 


7.5
Limitation on Liability of Warrant Agent. Notwithstanding anything contained herein to the contrary, the Warrant Agent’s
aggregate liability during any term of this Warrant Agreement with respect to, arising from, or arising in connection with this
Warrant Agreement, or from all services provided or omitted to be provided under this Warrant Agreement, whether in contract,
or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to Warrant Agent as fees
and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which
recovery from Warrant Agent is being sought. Sections 7.1, 7.3, 7.4, 7.5 and 8.15 shall survive the expiration of the Pre-Funded
Warrants and Common Warrants, the termination of this Warrant Agreement and the resignation, replacement or removal of the Warrant
Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company.


 




    	 	15	 



    	 



    

 


7.6
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Warrant Agreement and agrees to perform
the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect
to Pre-Funded Warrants and Common Warrants exercised and concurrently account for, and pay to the Company, all moneys received
by the Warrant Agent for the purchase of shares of Common Stock through the exercise of Pre-Funded Warrants and Common Warrants.


 


7.7
Opinion of Counsel. The Company shall provide an opinion of counsel prior to the Issuance Date to set up a reserve of Pre-Funded
Warrants and Common Warrants and related Common Stock. The opinion shall state that all Pre-Funded Warrants and Common Warrants
or Common Stock, as applicable, are:


 


(1)
registered under the 1933 Act, or are exempt from such registration, and all appropriate state securities law filings have been
made with respect to the warrants or shares; and


 


(2)
validly issued, fully paid and non-assessable.


 


8.
Miscellaneous Provisions.


 


8.1
Successors. Subject to applicable securities laws, this Warrant Agreement and the Pre-Funded Warrants and Common Warrants
and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted
assigns of the Company and the successors and permitted assigns of each registered holder. The provisions of this Warrant Agreement
are intended to be for the benefit of any holder from time to time of this Warrant Agreement and shall be enforceable by the holder
or holder of Warrant Shares.


 


8.2
Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent
or by the holder of any Warrant to or on the Company shall be in writing and delivered by hand or sent by registered or certified
mail or overnight courier service addressed (until another address is filed in writing by the Company with the Warrant Agent),
or by facsimile transmission (as long as the sender maintains a fax delivery report confirming receipt by the recipient and is
considered delivered when sent or if after normal business hours the next Business Day) or by email (as long as no bounce back
is received by the sender), as follows:


 


Vislink
Technologies, Inc.


240
S. Pineapple Avenue, Suite 701


Sarasota,
Florida 34236


(941)
953-9035


Attn:
Roger Branton


 


Any
notice, statement or demand authorized by this Warrant Agreement to be given or made by the holder of any Warrant or by the Company
to or on the Warrant Agent shall be in writing and delivered by hand or overnight courier service addressed (until another address
is filed in writing by the Warrant Agent with the Company) as follows:


 


Continental
Stock Transfer & Trust


Attn:
Compliance Department


1
State Street, 30th Floor


New
York, NY 10004


 




    	 	16	 



    	 



    

 


8.3
Jurisdiction. The validity, interpretation, and performance of this Warrant Agreement and of the Pre-Funded Warrants and
Common Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of
law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees
that any action, proceeding or claim against it arising out of or relating in any way to this Warrant Agreement shall be brought
and enforced in the courts of the State of New York or the United States District Court for the Southern District 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 inconvenience forum. Any such 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 8.2 hereof. Such mailing shall be deemed personal service and shall be legal
and binding upon the Company in any action, proceeding or claim.


 


8.4
Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation
other than the parties hereto and the registered holders of the Pre-Funded Warrants and Common Warrants, any right, remedy, or
claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All
covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive
benefit of the parties hereto and their successors and assigns and of the registered holders of the Pre-Funded Warrants and Common
Warrants.


 


8.5
Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the
office of the Warrant Agent, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.


 


8.6
Counterparts. This Warrant Agreement may be executed in any number of original or facsimile counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and
the same instrument. A signature to this Warrant Agreement transmitted electronically shall have the same authority, effect, and
enforceability as an original signature.


 


8.7
Effect of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and
shall not affect the interpretation thereof.


 


8.8
Amendments. This Agreement may be amended by the parties hereto, without the consent of the holder of any Warrant Certificate,
for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, or
making any other provisions with respect to matters or questions arising under this Agreement as the Company and the Warrant Agent
may deem necessary or desirable; provided that such action shall not materially adversely affect the interests of the holders
of the Pre-Funded Warrants or the Common Warrants. Notwithstanding the foregoing, (a) any amendment to a Common Warrant
shall be governed by the terms of the form of Common Warrant attached hereto as Exhibit B-1, which is incorporated by reference
herein, and (b) any amendment to a Pre-Funded Warrant shall be governed by the terms of the form of Pre-Funded Warrant
attached hereto as Exhibit B-2, which is incorporated by reference.


 


8.9
Severability. Wherever possible, each provision of this Warrant Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Warrant Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the
remainder of such provisions or the remaining provisions of this Warrant Agreement; provided, however, that if such prohibited
and invalid provision shall adversely affect the rights, immunities, liabilities, duties or obligations of the Warrant Agent,
the Warrant Agent shall be entitled to resign immediately upon written notice to the Company.


 




    	 	17	 



    	 



    

 


8.10
Restrictions. Each registered holder acknowledges that the Warrant Shares acquired upon the exercise of a Warrant, if not
registered, and the registered holder does not utilize cashless exercise, will have restrictions upon resale imposed by state
and federal securities laws.


 


8.11
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of a registered
holder shall operate as a waiver of such right or otherwise prejudice such a registered holder’s rights, powers or remedies.
Without limiting any other provision of this Warrant Agreement or the Underwriting Agreement, if the Company willfully and knowingly
fails to comply with any provision of this Warrant Agreement or the Pre-Funded Warrants and Common Warrants, which results in
any material damages to a registered holder, the Company shall pay such registered holder such amounts as shall be sufficient
to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate
proceedings, incurred by the registered holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of
its rights, powers or remedies hereunder.


 


8.12
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the registered holder to exercise
Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of a registered holder, shall give rise
to any liability of each registered holder for the purchase price of any Common Stock or as a stockholder of the Company, whether
such liability is asserted by the Company or by creditors of the Company.


 


8.13
Remedies. The registered holders, in addition to being entitled to exercise all rights granted by law, including recovery
of damages, will be entitled to specific performance of its rights under this Warrant Agreement. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant
Agreement and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law
would be adequate. Notwithstanding the foregoing or anything else herein to the contrary, other than as expressly provided in
Section 3.3.2, Section 3.4 or Section 4.5 hereof, if the Company is for any reason unable to issue and deliver Warrant Shares
upon exercise of a Warrant as required pursuant to the terms hereof, the Company shall have no obligation to pay to the holder
any cash or other consideration or otherwise “net cash settle” the Warrant; provided that the foregoing shall not
limit or supersede the applicability of Section 4.5 hereof.


 


8.14
Confidentiality. The Warrant Agent and the Company agree that all books, records, information and data pertaining to the
business of the other party, including inter alia, personal, non-public warrant holder information, which are exchanged or received
pursuant to the negotiation or the carrying out of this Warrant Agreement including the fees for services set forth in a mutually
agreed upon schedule shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required
by law, including, without limitation, pursuant to subpoenas from state or federal government authorities (e.g., in divorce and
criminal actions).


 


8.15
Consequential Damages. Neither party to this Warrant Agreement shall be liable to the other party for any consequential,
indirect, special or incidental damages under any provisions of this Warrant Agreement or for any consequential, indirect, punitive,
special or incidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has
foreseen the possibility of such damages.


 


8.16
Force Majeure. Notwithstanding anything to the contrary contained herein, the Warrant Agent will not be liable for any
delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God,
terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of
data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war,
or civil unrest; provided, however, that this Section 8.16 shall not affect any of the Company’s obligations to the Holders
under the Pre-Funded Warrants and Common Warrants.


 




    	 	18	 



    	 



    

 


8.17
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 electronic
mail within two (2) Business Days of receipt of the Warrant Exercise Document or other event 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 (3) 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 electronic mail (a) the disputed determination
of the Exercise Price to an independent, reputable investment bank selected by the Company and approved by the Holder or (b) the
disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall
cause at its expense 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 (10) Business Days from the time it receives the disputed
determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may
be, shall be binding upon all parties absent demonstrable error.


 


8.18
Conflicts. If there is any conflict between the terms of this Warrant Agreement and the terms of a Common Warrant or Pre-Funded
Warrant, as applicable, the terms of such Common Warrant or Pre-Funded Warrant shall apply.


 


9.
Certain Definitions. For purposes of this
Warrant Agreement, the following terms shall have the following meanings (for purposes of these definitions, Warrants means the
Pre-Funded Warrants and Common Warrants):


 


9.1
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls,
is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “control”
of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the
election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.


 


9.2
[Reserved]


 


9.3
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle,
including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly
managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect
Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together
with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock
would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934
Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the
Maximum Percentage.


 


9.4
“Bid Price” means, for any security as of the particular time of determination, the bid price for such
security on the Principal Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not
the principal securities exchange or trading market for such security, the bid price of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg as of such time of determination,
or if the foregoing does not apply, the bid price of such security in the over-the-counter market on the electronic bulletin board
for such security as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such security
by Bloomberg as of such time of determination, the average of the bid prices of any market makers for such security as reported
in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the
Bid Price cannot be calculated for a security as of the particular time of determination on any of the foregoing bases, the Bid
Price of such security as of such time of determination 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 in accordance with the procedures in Section 8.17. All such determinations shall be appropriately adjusted for any
stock dividend, stock split, stock combination or other similar transaction during such period.


 




    	 	19	 



    	 



    

 


9.5
“Black Scholes Value” means the value of the Warrants based on the Black-Scholes Option Pricing Model
obtained from the “OV” function on Bloomberg determined as of the day immediately following the first public announcement
of the applicable Change of Control, or, if the Change of Control is not publicly announced, the date the Change of Control is
consummated, for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period
equal to the remaining term of the Warrants as of such date of request, (ii) an expected volatility equal to 100% , (iii) the
underlying price per share used in such calculation shall be the greater of (a) the highest Weighted Average Price during the
five (5) Trading Days prior to the closing of the Change of Control and (b) the sum of the price per share being offered in cash,
if any, plus the value of any non-cash consideration, if any, being offered in such Change of Control, (iv) a zero cost of borrow
and (v) a 360 day annualization factor.


 


9.6
“Bloomberg” means Bloomberg Financial Markets.


 


9.7
“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.


 


9.8
“Change of Control” means any Fundamental Transaction other than (i) any reorganization, recapitalization
or reclassification of the Common Stock in which holders of the Company’s voting power immediately prior to such reorganization,
recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly
traded securities and, directly or indirectly, are, in all material respect, the holders of the voting power of the surviving
entity (or entities with the authority or voting power to elect the members of the board of directors (or their equivalent if
other than a corporation) of such entity or entities) after such reorganization, recapitalization or reclassification, (ii) pursuant
to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or (iii) a
merger in connection with a bona fide acquisition by the Company of any Person in which (x) the gross consideration paid, directly
or indirectly, by the Company in such acquisition is not greater than 20% of the Company’s market capitalization as calculated
on the date of the consummation of such merger and (y) such merger does not contemplate a change to the identity of a majority
of the board of directors of the Company. Notwithstanding anything herein to the contrary, any transaction or series of transaction
that, directly or indirectly, results in the Company or the Successor Entity not having Common Stock or common stock, as applicable,
registered under the 1934 Act and listed on an Eligible Market shall be deemed a Change of Control.


 




    	 	20	 



    	 



    

 


9.9
“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 OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly
Pink OTC Markets 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. 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 8.17 with the term
fair market value being substituted for “Exercise Price.” All such determinations to be appropriately adjusted for
any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation
period.


 


9.10
“Common Stock” means (i) the Company’s shares of Common Stock 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.


 


9.11
“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock.


 


9.12
“Eligible Market” means The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market,
The Nasdaq Global Market or The New York Stock Exchange, Inc.


 


9.13
[Reserved]


 


9.14
“Expiration Date” means the date that is sixty (60) months after the Issuance Date or, if such date
falls on a Holiday, the next date that is not a Holiday, as the same may be extended pursuant to Section 3.3.7.


 




    	 	21	 



    	 



    

 


9.15
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through
subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or
not the Company is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose
of all or substantially all of the properties or assets of the Company or any of its “significant subsidiaries” (as
defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities
to make, or allow the Company to be subject to or have its shares of Common Stock be subject to or party to one or more Subject
Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding
shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by
all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or
exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Subject Entities making or party
to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the
beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or
(iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the
aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares
of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated
with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding;
or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined
in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or
reclassify its shares of Common Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates
or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate
to be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether
through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common
Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization,
recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary
voting power represented by issued and outstanding shares of Common Stock, (y) at least 50% of the aggregate ordinary voting power
represented by issued and outstanding shares of Common Stock not held by all such Subject Entities as of the Issuance Date calculated
as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate
ordinary voting power represented by issued and outstanding shares of Common Stock or other equity securities of the Company sufficient
to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other stockholders of the
Company to surrender their Common Stock without approval of the stockholders of the Company or (C) directly or indirectly, including
through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other
instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case
this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition
to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with
the intended treatment of such instrument or transaction.


 


9.16
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined
in Rule 13d-5 thereunder.


 


9.17
“Merger Event” means any of the following: (i) a sale, lease or other transfer of all or substantially
all assets of the Company, (ii) any merger or consolidation involving the Company in which the Company is not the surviving entity
or in which the outstanding shares of the Company’s capital stock are otherwise converted into or exchanged for shares of
capital stock or other securities or property of another entity, or (iii) any sale by holders of the outstanding voting equity
securities of the Company in a single transaction or series of related transactions of shares constituting a majority of the outstanding
combined voting power of the Company.


 


9.18
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock
or Convertible Securities.


 


9.19
[Reserved]


 


9.20
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person,
including such entity whose common stock or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected
by the Holder, any other market, exchange or quotation system), or, if there is more than one such Person or such entity, the
Person or such entity designated by the Holder or in the absence of such designation, such Person or entity with the largest public
market capitalization as of the date of consummation of the Fundamental Transaction.


 




    	 	22	 



    	 



    

 


9.21
“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.


 


9.22
“Principal Market” means the principal securities exchange or securities market on which the Common
Stock is then traded.


 


9.23
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading
Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the
Notice of Exercise.


 


9.24
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person,
Persons or Group.


 


9.25
“Successor Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company
or Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or one or more Person or Persons (or, if
so elected by the Holder, the Company or the Parent Entity) with which such Fundamental Transaction shall have been entered into.


 


9.26
“Trading Day” means any day on which the Common Stock is 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 is then traded.


 


9.27
“Transaction Documents” means any agreement entered into by and between the Company and the Holder,
as applicable.


 


9.28
“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 such 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 such 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 OTC Link or
“pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). 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 8.17 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, reclassification or other similar transaction
during the applicable calculation period.


 


[Remainder
of page intentionally left blank. Signature page follows.]


 




    	 	23	 



    	 



    

 


IN
WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	VISLINK
    TECHNOLOGIES, INC.
	 	 	 
	 	By:	                       
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Continental
    Stock Transfer & Trust Company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Warrant Agreement]


 




    	 	24	 



    	 



    

 


EXHIBIT
A-1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]


 


[FORM
OF GLOBAL CERTIFICATE]


 


VISLINK
TECHNOLOGIES, INC.


 


COMMON
WARRANT CERTIFICATE


 


	Certificate
    No.:   1 	 	CUSIP
    No.: [●]
	Number
    of Warrants: [●]   	 	Issue
    Date: [●], 2019


 


THIS
CERTIFIES THAT, for value received, the person named below, is the registered holder of a Warrant or Warrants (the “Warrant”)
expiring the date sixty (60) months after the Initial Exercisability Date or, if such date falls on a day other than a Business
Day or on which trading does not take place on the Principal Market (a “Holiday”), the next day that is not
a Holiday, subject to extension in certain events (“Expiration Date”), to purchase[●], ([●],) fully
paid and non-assessable shares (“Shares”) of Common Stock, par value $0.00001 per share (“Common Stock”),
of Vislink Technologies, Inc., a Delaware corporation (the “Company”). The Warrant entitles the holder thereof
to purchase from the Company such number of shares of Common Stock at the price of $[●] per share (subject to adjustment),
upon surrender of this Warrant Certificate and payment of the Warrant Price to Continental Stock Transfer & Trust Company
(the “Warrant Agent”), at its offices designated for such purpose, but only subject to the conditions set forth
herein and in the Warrant Agreement, dated [_____], 2019, between the Company and the Warrant Agent (as may be amended from time
to time, the “Warrant Agreement”). The Warrant Agreement provides that upon the occurrence of certain events,
the Warrant Price and the number of Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions,
be adjusted. The term “Warrant Price” as used in this Warrant Certificate refers to the price per share of
Common Stock at which Shares may be purchased at the time the Warrant is exercised. Capitalized terms used and not defined herein
shall have the meanings set forth in the Warrant Agreement.


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of warrants expiring on the Expiration Date
entitling the Holder (as defined below) hereof to receive shares of Common Stock, and is issued or to be issued pursuant to the
Warrant Agreement duly executed and delivered by the Company to the Warrant Agent, which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company and the Holders (“Holders”
meaning, from time to time, the registered holders of the warrants issued thereunder). To the extent any provisions of this Warrant
Certificate conflicts with any provision of the Warrant Agreement, the provisions of the Warrant
Agreement, specifically Exhibit B-1 thereto, shall apply. A copy of the Warrant Agreement may be obtained by the Holder
hereof upon written request to the Company at Vislink Technologies, Inc., 240 S. Pineapple Avenue, Suite 701, Sarasota, Florida
34236, Attn: Chief Executive Officer.


 




    	 	25	 



    	 



    

 


No
fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction
of a Share upon any exercise of a Warrant, the Company shall, at its election, either pay a cash adjustment in respect of such
fraction in an amount equal to such fraction multiplied by the Exercise Price or round up such fraction to the next whole share.


 


Upon
any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered
holder hereof or the registered holder’s assignee a new Warrant Certificate covering the number of Shares for which the
Warrant has not been exercised, provided that such holder has previously surrendered this Warrant to the Warrant Agent.


 


Upon
surrender of the Warrant Certificate for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer, the Warrant Agent shall register the transfer. A new Warrant Certificate or Warrant Certificates evidencing
in the aggregate a like number of Warrants shall be issued and the old Warrant Certificate shall be canceled.


 


Warrant
Certificates, when surrendered to the Warrant Agent, may be transferred or exchanged in the manner and subject to the limitations
provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates
evidencing in the aggregate a like number of Warrants.


 


The
Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


This
Warrant Certificate does not entitle the registered holder to any of the rights of a stockholder of the Company.


 


[Signature
page follows]


 




    	 	26	 



    	 



    

 


	 	VISLINK
    TECHNOLOGIES, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	COUNTERSIGNED:
	 	 	 
	 	Continental
    Stock Transfer & Trust Company,
    as Warrant Agent
	 	 	 
	 	By:	                            
	 	 	Authorized
    Officer


 


[Signature
page to Global Warrant Certificate—Common Warrants]


 




    	 	27	 



    	 



    

 


	PLEASE	DETACH	                    HERE


 


Certificate
No.: 1 Number of Warrants:


 


WARRANT
CUSIP NO.: [_____]


 


	 	VISLINK
    TECHNOLOGIES, INC.
	 	 
	Name
    & Address of Holder:	Continental
    Stock Transfer & Trust Company, Warrant Agent
	Cede
                                         & Co.

        c/o
        The Depository Trust Company

        55
        Water Street

        New
        York, New York 10041
	 
	 	 
	 	By
    Mail:
	 	 
	 	 
	 	 
	 	By
    hand or overnight courier:
	 	 
	 	 


 




    	 	28	 



    	 



    

 


ELECTION
TO PURCHASE FORM


 


(to
be executed by the registered holder in order to exercise Warrants)


 


The
undersigned registered holder irrevocably elects to exercise Warrants to purchase shares of Common Stock represented by this Warrant
Certificate and to purchase such shares of Common Stock issuable upon the exercise of such Warrants, and requests that such shares
shall be issued in the name of


 


	 
	(PLEASE
    TYPE OR PRINT NAME AND ADDRESS)
	 
	 
	 
	 
	 
	 
	(SOCIAL
    SECURITY OR TAX IDENTIFICATION NUMBER)
	and
    be delivered to:
	 
	 


 


(PLEASE
PRINT OR TYPE NAME AND ADDRESS)


 


and,
at the sole election of the registered holder, if such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the
registered holder at the address stated below:


 


	Dated:	 	 


 


	 	 
	(SIGNATURE)	 
	 	 
	 	 
	 	 
	 	 
	(ADDRESS)	 
	 	 
	 	 
	 	 
	 	 
	(TAX
    IDENTIFICATION NUMBER)	 


 




    	 	29	 



    	 



    

 


ASSIGNMENT


 


(to
be executed by the registered holder in order to assign Warrants)


 


For
Value Received,            hereby sells, assigns, and transfers unto


 


	 
	(PLEASE
    TYPE OR PRINT NAME AND ADDRESS)
	 
	 
	 
	 
	 
	 
	(SOCIAL
    SECURITY OR TAX IDENTIFICATION NUMBER)
	and
    be delivered to:
	 
	 


 


(PLEASE
PRINT OR TYPE NAME AND ADDRESS)


 


Warrants
to purchase                   shares of Common Stock represented by this Warrant Certificate, and hereby irrevocably constitutes and appoints                Attorney
to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.


 


Dated:
___________________


 


	 	 
	(SIGNATURE)	 


 


The
signature to the assignment of the Subscription Form must correspond to the name written upon the face of this Warrant Certificate
in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or
trust company or a member firm of the American Stock Exchange, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock
Exchange.


 




    	 	30	 



    	 



    

 


EXHIBIT
A-2


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]


 


[FORM
OF GLOBAL CERTIFICATE]


 


VISLINK
TECHNOLOGIES, INC.


 


PRE-FUNDED
WARRANT CERTIFICATE


 


	Certificate
    No.: 1 	 	CUSIP
    No.: [●]
	Number
    of Warrants: [●]	 	Issue
    Date:  [●], 2019


 


THIS
CERTIFIES THAT, for value received, the person whose name and address appears below, is the registered holder of this Pre-Funded
Warrant (the “Warrant”) to purchase [●] ([●]) fully paid and non-assessable shares (“Shares”)
of Common Stock, par value $0.00001 per share (“Common Stock”), of Vislink Technologies, Inc., a Delaware corporation
(the “Company”) until this Pre-Funded Warrant is exercised in full (the “Expiration Date”).
The Pre-Funded Warrant entitles the holder thereof to purchase from the Company such number of shares of Common Stock at the price
of $0.001 per share (subject to adjustment), upon surrender of this Pre-Funded Warrant Certificate and payment of the Warrant
Price (as defined below) to Continental Stock Transfer & Trust Company (the “Warrant Agent”), at its offices
designated for such purpose, but only subject to the conditions set forth herein and in the Warrant Agreement, dated [_______],
2019, between the Company and the Warrant Agent (as may be amended from time to time, the “Warrant Agreement”).
The Warrant Agreement provides that upon the occurrence of certain events, the Warrant Price and the number of Shares purchasable
hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term “Warrant Price”
as used in this Warrant Certificate refers to the price per share of Common Stock at which Shares may be purchased at the time
the Warrant is exercised. Capitalized terms used and not defined herein shall have the meanings set forth in the Warrant Agreement.


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of warrants expiring on the Expiration Date
entitling the Holder (as defined below) hereof to receive shares of Common Stock, and is issued or to be issued pursuant to the
Warrant Agreement duly executed and delivered by the Company to the Warrant Agent, which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Company and the Holders (“Holders”
meaning, from time to time, the registered holders of the warrants issued thereunder). To the extent any provisions of this Warrant
Certificate conflicts with any provision of the Warrant Agreement, the provisions of the Warrant Agreement, specifically Exhibit
B-2 thereto, shall apply. A copy of the Warrant Agreement may be obtained by the Holder hereof upon written request to the
Company at Vislink Technologies, Inc., 240 S. Pineapple Avenue, Suite 701, Sarasota, Florida 34236, Attn: Chief Executive Officer.


 




    	 	31	 



    	 



    

 


No
fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued
shall be rounded to the nearest whole number.


 


Upon
any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered
holder hereof or the registered holder’s assignee a new Pre-Funded Warrant Certificate covering the number of Shares for
which the Pre-Funded Warrant has not been exercised, provided that such holder has previously surrendered this Pre-Funded Warrant
to the Warrant Agent.


 


Upon
surrender of the Pre-Funded Warrant Certificate for transfer, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer, the Warrant Agent shall register the transfer. A new Pre-Funded Warrant Certificate
or Pre-Funded Warrant Certificates evidencing in the aggregate a like number of Pre-Funded Warrants shall be issued and the old
Pre-Funded Warrant Certificate shall be canceled.


 


Pre-Funded
Warrant Certificates, when surrendered to the Warrant Agent, may be transferred or exchanged in the manner and subject to the
limitations provided in the Warrant Agreement, but without payment of any service charge, for another Pre-Funded Warrant Certificate
or Pre-Funded Warrant Certificates evidencing in the aggregate a like number of Warrants.


 


The
Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


This
Pre-Funded Warrant Certificate does not entitle the registered holder to any of the rights of a stockholder of the Company.


 


[Signature
page follows]


 




    	 	32	 



    	 



    

 


	 	VISLINK
    TECHNOLOGIES, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	COUNTERSIGNED:
	 	 	 
	 	Continental
    Stock Transfer & Trust Company,
    as Warrant Agent
	 	 	 
	 	By:	                            
	 	 	Authorized
    Officer


 


[Signature
page to Global Warrant Certificate—Pre-Funded Warrants]


 




    	 	33	 



    	 



    

 


	PLEASE
    	DETACH	                   HERE


 


Certificate
No.: 1 Number of Warrants:


 


WARRANT
CUSIP NO.: [___]


 


	 	VISLINK
    TECHNOLOGIES, INC.
	 	 
	Name
    & Address of Holder:	Continental
    Stock Transfer & Trust Company, Warrant Agent
	Cede
                                         & Co.

        c/o
        The Depository Trust Company

        55
        Water Street

        New
        York, New York 10041
	 
	 	 
	 	By
    Mail:
	 	 
	 	 
	 	 
	 	By
    hand or overnight courier:
	 	 
	 	 


 




    	 	34	 



    	 



    

 


Exhibit
B-1


 


[FORM
OF CERTIFICATED WARRANT]


 


VISLINK
TECHNOLOGIES, INC.


 


 Warrant To Purchase Common Stock


 


Warrant
No.: _________


Number
of Shares of Common Stock:________


Date of Issuance:              , 2019 (“Issuance Date”)


 


Vislink
Technologies, Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies
that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
[HOLDER], 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, at any time
or times on or after _______________, 2019 (the “Initial Exercisability Date”), but not after 11:59
p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________) fully paid non-assessable shares
of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except
as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common
Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth
in Section 17. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant
to (i) that certain Underwriting Agreement, dated as of November         ,
2019 (the “Subscription Date”) by and between the Company and A.G.P., (ii) the Company’s Registration
Statement on Form S-1 (File number 333-234265) (the “Registration Statement”). This Warrant shall initially
be in certificated form.


 


1.
EXERCISE OF WARRANT.


 


(a)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth
in Section 1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Initial Exercisability Date,
in whole or in part, by delivery (whether via facsimile, electronic mail or otherwise) of a written notice, in the form attached
hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant.
Within one (1) Trading Day following the delivery of the Exercise Notice, the Holder shall make payment to the Company of an amount
equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this
Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately available
funds or, if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant
to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order
to effect an exercise hereunder, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization)
with respect to any Exercise Notice be required. Execution and delivery of the Exercise Notice with respect to less than all of
the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing
the right to purchase the remaining number of Warrant Shares and the Holder shall not be required to physically surrender this
Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised
in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days
of the date on which the final Exercise Notice is delivered to the Company. On or before the first (1st) Trading Day
following the date on which the Holder has delivered the applicable Exercise Notice, the Company shall transmit by facsimile or
electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice, in the form attached to the Exercise Notice,
to the Holder and the Company’s transfer agent (the “Transfer Agent”). So long as the Holder delivers
the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following
the date on which the Exercise Notice has been delivered to the Company, then on or prior to the earlier of (i) the second (2nd)
Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on
which the Exercise Notice has been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or
notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Exercise
Notice has been delivered to the Company, then on or prior to the first (1st) Trading Day following the date on which
the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered (such earlier date, 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, credit such aggregate number of Warrant Shares 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
At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program,
issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the name
of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. If
the Company fails for any reason to deliver to such registered holder or Participant, as the case may be, the Warrant Shares subject
to an exercise notice by the Share Delivery Date, the Company shall pay to the registered holder, in cash, as liquidated damages
and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted Average Price of the Common
Stock on the date of the applicable exercise notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading
Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Warrant Shares
are delivered or the registered holder rescinds such exercise. The Company shall be responsible for all fees and expenses of the
Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation
for same day processing. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become
the holder of record and beneficial owner 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 physically delivered to the Company 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 (3) Trading Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new
Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable immediately
prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.
No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the Company shall, at its election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise
Price or round up to the next whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs
and expenses (including, without limitation, fees and expenses of the Transfer Agent) which may be payable with respect to the
issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant
Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action
or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any
judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination;
provided, however, that the Company shall not be required to deliver Warrant Shares with respect to an exercise
prior to the Holder’s delivery of the Aggregate Exercise Price (or notice of a Cashless Exercise) with respect to such exercise.


 




    	 	35	 



    	 



    

 


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


 


(c)
Company’s Failure to Timely Deliver Securities. If either (I) the Company shall fail for any reason or for no reason
on or prior to the applicable Share Delivery Date, (x) if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, to issue to the Holder a certificate for the number of shares of Common Stock to which the Holder is entitled
and register such Common Stock on the Company’s share register or (y) if the Transfer Agent is participating in the DTC
Fast Automated Securities Transfer Program, to credit the Holder’s balance account with DTC, for such number of shares of
Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant or (II) a registration statement
(which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are the subject of the Exercise
Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of
such Exercise Notice Warrant Shares and (x) the Company fails to promptly, but in no event later than one (1) Business Day after
such registration statement becomes unavailable, to so notify the Holder and (y) the Company is unable to deliver the Exercise
Notice Warrant Shares electronically without any restrictive legend by crediting such aggregate number of Exercise Notice Warrant
Shares to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system
(the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure”
and, together with the event described in clause (I) above, an “Exercise Failure”), then, in addition to
all other remedies available to the Holder, if on or prior to the applicable Share Delivery Date either (I) if the Transfer Agent
is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver a certificate
to the Holder and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating
in the DTC Fast Automated Securities Transfer Program, credit the Holder’s balance account with DTC for the number of shares
of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s
obligation pursuant to clause (ii) below or (II) a Notice Failure occurs, and if on or after such Trading Day the Holder purchases
(in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common
Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a “Buy-In”), then
the Company shall, within three (3) Trading Days after the Holder’s request and in the Holder’s discretion, either
(i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and
other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at
which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) or credit such
Holder’s balance account with DTC for such shares of Common Stock shall terminate, or (ii) promptly honor its obligation
to deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit such Holder’s
balance account with DTC, as applicable, and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price
over the product of (A) such number of shares of Common Stock, times (B) any trading price of the Common Stock selected by the
Holder in writing as in effect at any time during the period beginning on the applicable Exercise Date and ending on the applicable
Share Delivery Date. Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing Warrant Shares (or to electronically deliver such Warrant Shares) upon the
exercise of this Warrant as required pursuant to the terms hereof. While this Warrant is outstanding, the Company shall cause
its transfer agent to participate in the DTC Fast Automated Securities Transfer Program. In addition to the foregoing rights,
(i) if the Company fails to deliver the applicable number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable
Share Delivery Date, then the Holder shall have the right to rescind such exercise in whole or in part and retain and/or have
the Company return, as the case may be, any portion of this Warrant that has not been exercised pursuant to such Exercise Notice;
provided that the rescission of an exercise shall not affect the Company’s obligation to make any payments that have accrued
prior to the date of such notice pursuant to this Section 1(c) or otherwise, and (ii) if a registration statement (which may be
the Registration Statement) covering the issuance or resale of the Warrant Shares that are subject to an Exercise Notice is not
available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares and the Holder has submitted an Exercise
Notice prior to receiving notice of the non-availability of such registration statement and the Company has not already delivered
the Warrant Shares underlying such Exercise Notice electronically without any restrictive legend by crediting such aggregate number
of Warrant Shares 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 At Custodian system, the Holder shall have the option, by delivery of notice
to the Company, to (x) rescind such Exercise Notice in whole or in part and retain or have returned, as the case may be, any portion
of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission of an Exercise Notice
shall not affect the Company’s obligation to make any payments that have accrued prior to the date of such notice pursuant
to this Section 1(c) or otherwise, and/or (y) switch some or all of such Exercise Notice from a cash exercise to a Cashless Exercise.


 




    	 	36	 



    	 



    

 


 (d)
Cashless Exercise. Notwithstanding anything contained herein to the contrary, a Cashless Exercise (as defined below) may
occur (i) in whole or in part for a number of whole Warrant Shares between [___]1 and the Expiration Date, during
which time, in lieu of the formula below, the aggregate number of Warrant Shares issuable in such cashless exercise pursuant to
any given Exercise Notice electing to effect a Cashless Exercise shall equal the product of (x) the aggregate number of Warrant
Shares for which the Warrants are exercised as if such exercise were by means of a cash exercise rather than a Cashless Exercise
and (y) one (1); and (ii)  if a registration statement (which
may be the Registration Statement) covering the issuance or resale of the Exercise Notice Warrant Shares is not available for
the issuance or resale, as applicable, of such Exercise Notice 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=	as
    applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable
    Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is
    not a Trading Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening
    of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities
    laws) on such Trading Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately
    preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock as of the time of the Holder’s
    execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours”
    on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular
    trading hours” on a Trading Day) pursuant to Section 1(a) hereof or (iii) the Closing Sale Price of the Common Stock
    on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice
    is both executed and delivered pursuant to Section 1(a) hereof after the close of “regular trading hours” on such
    Trading Day.
	 	 	 
	 	C=	the
    Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 





 






 1
30 days from issuance. 


 




    	 	37	 



    	 



    

 


If
Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9)
of the Securities Act of 1933, as amended, the Warrant Shares shall take on the registered characteristics of the Warrants being
exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares.
The Company agrees not to take any position contrary to this Section 1(d).


 


(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 and resolve such dispute
in accordance with Section 11. 


 


(f)
Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise
of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the
terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent
that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially
own in excess of [4.99][9.99]% (the “Maximum Percentage”) of the number of 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 the Holder and the other Attribution Parties shall include the number of shares of Common Stock held
by the Holder and all other Attribution Parties plus 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 the number of shares of Common Stock
which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder
or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including
the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise
analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes
of this Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this
Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected
in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K
or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more
recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the
number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives
an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported
Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding
and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant
to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares
to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction
Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid
by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company
shall within one (1) Business Day confirm orally and in writing or by electronic mail 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 any other Attribution Party
since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock
to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially
own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under
Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’
aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and
void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon
as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the
Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder
may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% or such higher
percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage 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 and the other Attribution Parties and not to any other holder of Warrants that is not an Attribution
Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess
of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of
Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this paragraph shall
have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability.
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 the extent necessary to correct this paragraph or any portion of this paragraph which may be defective
or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f) or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived
and shall apply to a successor holder of this Warrant.


 




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(g)
Required Reserve Amount. So long as this Warrant remains outstanding, the Company shall at all times keep reserved for issuance under
this Warrant a number of shares of Common Stock at least equal to 100% of the maximum number of shares of Common Stock as shall
be necessary to satisfy the Company’s obligation to issue shares of Common Stock under the Warrants then outstanding (without
regard to any limitations on exercise) (the “Required Reserve Amount”); provided that
at no time shall the number of shares of Common Stock reserved pursuant to this Section 1(g) be reduced other than in connection
with any exercise of Warrants or such other event covered by Section 2(c) below. The Required Reserve Amount (including, without
limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Warrants based
on the number of shares of Common Stock issuable upon exercise of Warrants held by each holder thereof on the Issuance Date (without
regard to any limitations on exercise) (the “Authorized Share Allocation”). In the event that a holder shall
sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’s
Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Warrants
shall be allocated to the remaining holders of Warrants, pro rata based on the number of shares of Common Stock issuable upon exercise
of the Warrants then held by such holders thereof (without regard to any limitations on exercise).


 


(h)
Insufficient Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient
number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance the Required Reserve
Amount (an “Authorized Share Failure”), then the Company shall promptly take all action reasonably necessary
to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the
Required Reserve Amount for this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon
as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after
the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase
in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder
with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’ approval of such increase
in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such
proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written
consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve the increase in the number
of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for filing
with the SEC an Information Statement on Schedule 14C.


 




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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)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company
upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines
(including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by
reclassification of shares of Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall
be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if
any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted
such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a)
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. 


 


(b)
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.


 


(c)
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 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 combination, reverse stock split 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(c) shall become effective at the close of business on the date the subdivision or combination becomes effective.


 


(d)
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, phantom stock rights or other
rights with equity features), then the Company’s Board of Directors will make an appropriate adjustment in the Exercise
Price and the number of Warrant Shares, as mutually determined by the Company’s Board of Directors and the Required Holders,
so as to protect the rights of the Holder; provided that no such adjustment pursuant to this Section 2(d) will increase
the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2.


 


3.
RIGHTS UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if, on or after the Subscription
Date and on or prior to the Expiration Date, the Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall
be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date
on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the participation in such Distribution (provided, however, that to
the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution
Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent
(and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial
ownership) to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until
such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such
initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no
such limitation).


 




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4.
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)
Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time on or after the Subscription
Date and on or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights
to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase
Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon
complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without
limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined
for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled
to beneficial ownership of such Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and
such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times as its right
thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times
the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any
subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).


 


(b)
Fundamental Transaction. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor
Entity assumes in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section
4(b), including agreements to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, which is exercisable
for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon
exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,
and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account
the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the
economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the consummation of
each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for the Company (so that from and after
the date of the applicable Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring
to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company
and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had
been named as the Company herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to the
Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the applicable
Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such
items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise
of this Warrant prior to the applicable Fundamental Transaction, such shares of common stock (or its equivalent) of the Successor
Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of the applicable
Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard
to any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. Notwithstanding
the foregoing, and without limiting Section 1(f) hereof, the Holder may elect, at its sole option, by delivery of written notice
to the Company to waive this Section 4(b) to permit the Fundamental Transaction without the assumption of this Warrant. In addition
to and not in substitution for any other rights hereunder, prior to the consummation of each Fundamental Transaction pursuant
to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for
shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the
Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation of the applicable
Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities, cash,
assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable
thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities,
cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) (collectively,
the “Corporate Event Consideration”) which the Holder would have been entitled to receive upon the happening of
the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction
(without regard to any limitations on the exercise of this Warrant). The provision made pursuant to the preceding sentence shall
be in a form and substance reasonably satisfactory to the Required Holders. 


 




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5.
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of
Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution,
issuance 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 carry out all of the provisions of this Warrant and take all action
as may be required to protect the rights of the Holder. 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 any of the Warrants are 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 the Warrants, the number of shares of Common Stock
as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations
on exercise).


 


6.
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 capital stock
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. Notwithstanding this Section 6, the Company shall provide the Holder
with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with
the giving thereof to the stockholders.


 


7.
REISSUANCE OF WARRANTS.


 


(a)
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon
the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(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 than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being 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 (but without the obligation to post a bond) 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 7(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 7(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.


 


(d)
Issuance of New Warrants. If this Warrant is not held in global form through DTC (or any successor depository), 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 7(a) or Section 7(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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8.
NOTICES. Whenever notice is required to be given under this Warrant, including, without limitation, an Exercise Notice,
unless otherwise provided herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic United
States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, electronic
mail or by facsimile or (b) from outside the United States, by International Federal Express, electronic mail or facsimile, and
(ii) will be deemed given (A) if delivered by first-class registered or certified mail domestic, three (3) Business Days after
so mailed, (B) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (C) if delivered
by International Federal Express, two (2) Business Days after so mailed and (D) at the time of transmission, if delivered by electronic
mail to each of the email addresses specified in this Section 8 prior to 5:00 p.m. (New York time) on a Trading Day, (E) the next
Trading Day after the date of transmission, if delivered by electronic mail to each of the email addresses specified in this Section
8 on a day that is not a Trading Day or later than 5:00 p.m. (New York time) on any Trading Day and (F) if delivered by facsimile,
upon electronic confirmation of receipt of such facsimile, and will be delivered and addressed as follows:


   


	   	 (i) 	 if to the Company, to: 


 Vislink
Technologies, Inc. 


 1515 Ringling Blvd., Suite 310 


 Sarasota, FL 34236 


 Attention: Roger Branton, Chief Executive Officer 


 Fax No: (941) 953-9035 


 Email: roger.branton@vislink.com 


 With a copy (for informational purposes only) to: 


   


 Sullivan & Worcester LLP 


 1633 Broadway 


 New York, New York 10019 


 Attention: David E. Danovitch, Esq. 


 Fax No: (212) 660-3001 


 Email: ddanovitch@sullivanlaw.com 




 


(ii)
if to the Holder, at such address or other contact information delivered by the Holder to Company or as is on the books and records
of the Company.


 


The
Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable
detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will
give written notice to the Holder (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail,
and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company
closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with
respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities
or other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction,
dissolution or liquidation; provided in each case that such information shall be made known to the public prior to or in
conjunction with such notice being provided to the Holder. It is expressly understood and agreed that the time of exercise specified
by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.


 




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9.
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived 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. 


 


10.
GOVERNING LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with,
and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by,
the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than
the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Company
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to the Company at the address set forth in Section 8(i) above or such other address as the Company subsequently
delivers to the Holder and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing
contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the
Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or
any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. If either party
shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit
or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or proceeding. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


11.
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 electronic
mail within two (2) Business Days of receipt of the Exercise Notice or other event 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 (3) 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 electronic mail (a) the disputed determination
of the Exercise Price to an independent, reputable investment bank selected by the Company and approved by the Holder or (b) the
disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall
cause at its expense 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 (10) Business Days from the time it receives the disputed
determinations or calculations. 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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12.
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 and any other Transaction Documents, 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. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may
be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant
shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity
of showing economic loss and without any bond or other security being required. Notwithstanding the foregoing or anything else
herein to the contrary, other than as expressly provided in Section 1(a), Section 1(c) or Section 2(d) hereof, if the Company
is for any reason unable to issue and deliver Warrant Shares upon exercise of this Warrant as required pursuant to the terms hereof,
the Company shall have no obligation to pay to the holder any cash or other consideration or otherwise “net cash settle”
this Warrant; provided that the foregoing shall not limit or supersede the applicability of Section 4(b) hereof.


 


13.
TRANSFER. This Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the
consent of the Company.


 


14.
SEVERABILITY; CONSTRUCTION; HEADINGS. If any provision of this Warrant is prohibited by law or otherwise determined to
be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or
unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity
or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this
Warrant as so modified continues to express, without material change, the original intentions of the parties as to the subject
matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially
impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that
would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the
prohibited, invalid or unenforceable provision(s). 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.


 


15.
DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless
the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information
relating to the Company or its subsidiaries, the Company shall contemporaneously with any such receipt or delivery publicly disclose
such material, nonpublic information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that
a notice contains material, nonpublic information relating to the Company or its subsidiaries, the Company so shall indicate to
such Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed
to presume that all matters relating to such notice do not constitute material, nonpublic information relating to the Company
or its subsidiaries.


 




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 16.
[RESERVED]. 


 


17.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled
by, or is under common control with, such Person, it being understood for purposes of this definition that “control”
of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the
election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.


 


(b)
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle,
including, any funds, feeder funds or managed accounts, currently, or from time to time after the Subscription Date, directly
or indirectly managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct
or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a
Group together with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s
Common Stock would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d)
of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties
to the Maximum Percentage.


 


 (c)
 “Bid Price” means, for any security as of
the particular time of determination, the bid price for such security on the Principal Market as reported by Bloomberg as of such
time of determination, or, if the Principal Market is not the principal securities exchange or trading market for such security,
the bid price of such security on the principal securities exchange or trading market where such security is listed or traded
as reported by Bloomberg as of such time of determination, or if the foregoing does not apply, the bid price of such security
in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg as of such time of
determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination, the average of
the bid prices of any market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly
Pink Sheets LLC) as of such time of determination. If the Bid Price cannot be calculated for a security as of the particular time
of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination 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 in accordance with the procedures in Section 11. All such
determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction
during such period.


 




    	 	46	 



    	 



    

 


 (d)
 “Bloomberg” means Bloomberg Financial Markets.


 


 (e)
 “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 to remain closed.


 


 (f)
 “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 OTC Link or “pink
sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets 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. 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 11. All such determinations to be appropriately adjusted for any stock dividend, stock split,
stock combination, reclassification or other similar transaction during the applicable calculation period.


 




    	 	47	 



    	 



    

 


 (g)
 “Common Stock” means (i) the Company’s
Common Stock, par value $0.0001 per share, and (ii) any capital stock into which such Common Stock shall have been
changed or any capital stock resulting from a reclassification of such Common Stock.


 


 (h)
 “Convertible Securities” means any stock
or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common
Stock.


 


 (i)
 “Eligible Market” means The Nasdaq Capital
Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market or The New York Stock Exchange, Inc.


 


 (j)
 “Expiration Date” means the date twelve
(12) months after the Initial Exercisability Date or, if such date falls on a day other than a Business Day or on which trading
does not take place on the Principal Market (a “Holiday”), the next day that is not a Holiday.


 


 (k)
 “Fundamental Transaction” means (A) that
the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions,
(i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Subject Entity, or (ii)
sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company or
any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities,
or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its shares of Common
Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by
the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common
Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject
Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common
Stock such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase,
tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least
50% of the outstanding shares of Common Stock, or (iv) consummate a stock purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby
all such Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common
Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the
Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or
other business combination were not outstanding; or (z) such number of shares of Common Stock such that the Subject Entities become
collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of
Common Stock, or (v) reorganize, recapitalize or reclassify its shares of Common Stock, (B) that the Company shall, directly or
indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject Entity
individually or the Subject Entities in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3
under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer,
exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization,
spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of
either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock, (y)
at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock not held by all
such Subject Entities as of the Subscription Date calculated as if any shares of Common Stock held by all such Subject
Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding
shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory
short form merger or other transaction requiring other stockholders of the Company to surrender their Common Stock without approval
of the stockholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in
one or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner
to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition
or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction.


 




    	 	48	 



    	 



    

 


 (l)
 “Group” means a “group” as that
term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.


 


 (m)
 “Options” means any rights, warrants or options
to subscribe for or purchase shares of Common Stock or Convertible Securities.


 


 (n)
 “Parent Entity” of a Person means an entity
that, directly or indirectly, controls the applicable Person, including such entity whose common stock or equivalent equity security
is quoted or listed on an Eligible Market (or, if so elected by the Holder, any other market, exchange or quotation system), or,
if there is more than one such Person or such entity, the Person or such entity designated by the Holder or in the absence of
such designation, such Person or entity with the largest public market capitalization as of the date of consummation of the Fundamental
Transaction.


 


 (o)
 “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.


 


 (p)
 “Principal Market” means the principal securities
exchange or securities market on which the Common Shares are then traded.


 


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


 


 (r)
 “Standard Settlement Period” means the standard
settlement period, expressed in a number of Trading Days, for the Company’s primary trading market or quotation system with
respect to the Common Stock that is in effect on the date of receipt of an applicable Exercise Notice.


 


 (s)
 “Subject Entity” means any Person, Persons
or Group or any Affiliate or associate of any such Person, Persons or Group.


 


 (t)
 “Successor Entity” means one or more Person
or Persons (or, if so elected by the Holder, the Company or Parent Entity) formed by, resulting from or surviving any Fundamental
Transaction or one or more Person or Persons (or, if so elected by the Holder, the Company or the Parent Entity) with which such
Fundamental Transaction shall have been entered into.


 




    	 	49	 



    	 



    

 


 (u)
 “Trading Day” means any day on which the
Common Stock is 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 is then traded.


 


 (v)
 “Transaction Documents” means any agreement
entered into by and between the Company and the Holder, as applicable.


 


 (w)
 “Warrant Agent Agreement” means that
certain Warrant Agent Agreement, dated as of the Initial Exercise Date, between the Company and the Warrant Agent.


 


 (x)
 “Warrant Agent”  means Continental Stock Transfer & Trust Company.


 


 (y)
 “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 such 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 such 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 OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly
Pink OTC Markets Inc.). 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 11 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,
reclassification or other similar transaction during the applicable calculation period.


 


[Signature
Page Follows]


 




    	 	50	 



    	 



    

 


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.


 


	 	VISLINK
    TECHNOLOGIES, INC.
	 	 	 
	 	By:	                        
	 	Name:	 
	 	Title:	 


 




    	 	51	 



    	 



    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT
TO PURCHASE COMMON STOCK


 


VISLINK
TECHNOLOGIES, INC.


 


The
undersigned holder hereby exercises the right to purchase _________________ shares of Common Stock (“Warrant Shares”)
of Vislink Technologies, Inc., a company organized under the laws of Delaware (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.


 


Date:
_______________ __, ______


 


	 	 	 	 	 
	Name
    of Registered Holder	 	 	 	 


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	 	52	 



    	 



    

 


ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Exercise Notice and hereby directs [TRANSFER AGENT] to issue the above indicated number
of shares of Common Stock on or prior to the applicable Share Delivery Date.


 


	 	VISLINK
    TECHNOLOGIES, INC.
	 	 	 
	 	By:	                         
	 	Name:	 
	 	Title:	 


 




    	 	53	 



    	 



    

 


Exhibit
B-2


 


[FORM
OF CERTIFICATED PRE-FUNDED WARRANT] 


 


VISLINK
TECHNOLOGIES, INC. 


 


PRE-FUNDED
WARRANT TO PURCHASE COMMON STOCK


 


	Number
    of Warrant Shares:  	 	Date
    of Issuance: [●], 2019 (“Issuance Date”)
	CUSIP:
    [●]	 	 


 


THIS
PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK certifies that, for value received, [HOLDER] (the “Holder”) is
entitled, subject to the terms set forth below, to purchase from Vislink Technologies, Inc. (the “Company”),
at the Exercise Price (as defined below) then in effect, at any time or times on or after [●], 2019 (the “Initial
Exercisability Date”), but not after the Expiration Date (as defined below), up to ______________ (_____________) fully
paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant
Shares”). Except as otherwise defined herein, capitalized terms in this Pre-Funded Warrant to Purchase Common Stock
(including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”),
shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”)
issued pursuant to (i) that certain Underwriting Agreement, dated as of [●], 2019 (the “Subscription Date”)
by and between the Company and A.G.P./Alliance Global Partners, and (ii) the Company’s Registration Statement on Form S-1
(File number 333-[●]) (the “Registration Statement”). This Warrant shall initially be issued and maintained
in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall
initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated
form pursuant to the terms of the Warrant Agreement, in which case this sentence shall not apply.


 


	 	1.	EXERCISE
    OF WARRANT.


 


(a)(i)
Exercise of Warrant. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth
in Section 1(f)), the purchase rights represented by this Warrant may be exercised by the Holder at any time or times on or after
the Initial Exercisability Date, in whole or in part, by delivery to the Company or the Warrant Agent (whether via facsimile,
electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”),
of the Holder’s election to exercise purchase rights represented by this Warrant. Within one (1) Trading Day following the
delivery of the Exercise Notice, the Holder shall make payment to the Company of an amount equal to the Exercise Price in effect
on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate
Exercise Price”) in cash by wire transfer of immediately available funds or, if the provisions of Section 1(d) are applicable,
by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the
Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case,
the Holder shall surrender this Warrant to the Company or Warrant Agent for cancellation within three (3) Trading Days of the
date on which the final Exercise Notice is delivered to the Company. Partial exercises of this Warrant resulting in purchases
of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number
of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and
the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company
or Warrant Agent shall deliver any objection to any Exercise Notice within one (1) Business Day of receipt of such notice. The
Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph,
following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder
at any given time may be less than the amount stated on the face hereof. On or before the first (1st) Trading Day following the
date on which the Holder has delivered the applicable Exercise Notice, the Company or the Warrant Agent shall transmit by facsimile
or electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice, in the form attached to the Exercise Notice,
to the Holder and the Company’s transfer agent (the “Transfer Agent”). So long as the Holder delivers
the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date
on which the Exercise Notice has been delivered to the Company, then on or prior to the earlier of (i) the second (2nd) Trading
Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the
Exercise Notice has been delivered to the Company or the Warrant Agent, or, if the Holder does not deliver the Aggregate Exercise
Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Exercise Notice
has been delivered to the Company, then the Warrant Shares shall be delivered in accordance with Section 1(f) of this Warrant.


 




    	 	54	 



    	 



    

 


(a)(ii)
Mechanics of Exercise.


 


(A)
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted
by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with
The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company
is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the
Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and
otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or
its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified
by the Holder in the Exercise Notice by the date specified in this clause (f). On or before the first (1st) Trading Day following
the date on which the Holder has delivered the applicable Exercise Notice, the Company shall transmit by facsimile or electronic
mail an acknowledgment of confirmation of receipt of the Exercise Notice, in the form attached to the Exercise Notice, to the
Holder and the Company’s transfer agent (the “Transfer Agent”). So long as the Holder delivers the Aggregate
Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Exercise
Notice has been delivered to the Company, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number
of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Exercise Notice has been
delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise) on
or prior to the first (1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then
on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise)
is delivered (such earlier date, 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,
credit such aggregate number of Warrant Shares 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 At Custodian system, or (Y) if the Transfer Agent
is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address
as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the number of Warrant
Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of
the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without
limitation for same day processing. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes
to have become the holder of record and beneficial owner 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 physically delivered to the Company in connection with
any exercise pursuant to this Section 1(f) 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 (3) Trading Days after any exercise and at its own expense, issue and deliver to the Holder (or its
designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable
immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is
exercised. If the Company fails for any reason to deliver to such registered holder or Participant, as the case may be, the Warrant
Shares subject to an exercise notice by the Warrant Share Delivery Date, the Company shall pay to the registered holder, in cash,
as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted
Average Price of the Common Stock on the date of the applicable exercise notice), $10 per Trading Day (increasing to $20 per Trading
Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery
Date until such Warrant Shares are delivered or the registered holder rescinds such exercise. No fractional Warrant Shares are
to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded to the nearest
whole number. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without
limitation, fees and expenses of the Transfer Agent) which may be payable with respect to the issuance and delivery of Warrant
Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance with the
terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder
to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person
or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however,
that the Company shall not be required to deliver Warrant Shares with respect to an exercise prior to the Holder’s delivery
of the Aggregate Exercise Price (or notice of a Cashless Exercise) with respect to such exercise. 


 




    	 	55	 



    	 



    

 


(B)
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request
of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder
a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which
new Warrant shall in all other respects be identical with this Warrant.


 


(C)
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant
to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


Notwithstanding
the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing
this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall
effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the
appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such
other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form
pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.


 


(b)
Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.001 per Warrant
Share, was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other
than the nominal exercise price of $0.001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect
any exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid
aggregate Exercise Price under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have
been exercised prior to the Expiration Date. The remaining unpaid exercise price per share of Common Stock under this Warrant
shall be $0.001, subject to adjustment hereunder (the “Exercise Price”).


 




    	 	56	 



    	 



    

 


(c)
Company’s Failure to Timely Deliver Securities. If either (I) the Company shall fail for any reason or for no reason
on or prior to the applicable Share Delivery Date, (x) if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, to issue to the Holder a certificate for the number of shares of Common Stock to which the Holder is entitled
and register such Common Stock on the Company’s share register or (y) if the Transfer Agent is participating in the DTC
Fast Automated Securities Transfer Program, to credit the Holder’s balance account with DTC, for such number of shares of
Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant or (II) a registration statement
(which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are the subject of the Exercise
Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of
such Exercise Notice Warrant Shares and (x) the Company fails to promptly, but in no event later than one (1) Business Day after
such registration statement becomes unavailable, to so notify the Holder and (y) the Company is unable to deliver the Exercise
Notice Warrant Shares electronically without any restrictive legend by crediting such aggregate number of Exercise Notice Warrant
Shares to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system
(the event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure”
and, together with the event described in clause (I) above, an “Exercise Failure”), then, in addition to all
other remedies available to the Holder, if on or prior to the applicable Share Delivery Date either (I) if the Transfer Agent
is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver a certificate
to the Holder and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating
in the DTC Fast Automated Securities Transfer Program, credit the Holder’s balance account with DTC for the number of shares
of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s
obligation pursuant to clause (ii) below or (II) a Notice Failure occurs, and if on or after such Trading Day the Holder purchases
(in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common
Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a “Buy-In”), then
the Company shall, within three (3) Trading Days after the Holder’s request and in the Holder’s discretion, either
(i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and
other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at
which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) or credit such
Holder’s balance account with DTC for such shares of Common Stock shall terminate, or (ii) promptly honor its obligation
to deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit such Holder’s
balance account with DTC, as applicable, and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price
over the product of (A) such number of shares of Common Stock, times (B) any trading price of the Common Stock selected by the
Holder in writing as in effect at any time during the period beginning on the applicable Exercise Date and ending on the applicable
Share Delivery Date. Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing Warrant Shares (or to electronically deliver such Warrant Shares) upon the
exercise of this Warrant as required pursuant to the terms hereof. While this Warrant is outstanding, the Company shall cause
its transfer agent to participate in the DTC Fast Automated Securities Transfer Program. In addition to the foregoing rights,
(i) if the Company fails to deliver the applicable number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable
Share Delivery Date, then the Holder shall have the right to rescind such exercise in whole or in part and retain and/or have
the Company return, as the case may be, any portion of this Warrant that has not been exercised pursuant to such Exercise Notice;
provided that the rescission of an exercise shall not affect the Company’s obligation to make any payments that have accrued
prior to the date of such notice pursuant to this Section 1(c) or otherwise, and (ii) if a registration statement (which may be
the Registration Statement) covering the issuance or resale of the Warrant Shares that are subject to an Exercise Notice is not
available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares and the Holder has submitted an Exercise
Notice prior to receiving notice of the non-availability of such registration statement and the Company has not already delivered
the Warrant Shares underlying such Exercise Notice electronically without any restrictive legend by crediting such aggregate number
of Warrant Shares 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 At Custodian system, the Holder shall have the option, by delivery of notice to
the Company, to (x) rescind such Exercise Notice in whole or in part and retain or have returned, as the case may be, any portion
of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission of an Exercise Notice
shall not affect the Company’s obligation to make any payments that have accrued prior to the date of such notice pursuant
to this Section 1(c) or otherwise, and/or (y) switch some or all of such Exercise Notice from a cash exercise to a Cashless Exercise.


 




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(d)
Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement (which may be
the Registration Statement) covering the issuance or resale of the Exercise Notice Warrant Shares is not available for the issuance
or resale, as applicable, of such Exercise Notice 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=	as
    applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable
    Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is
    not a Trading Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening
    of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities
    laws) on such Trading Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately
    preceding the date of the applicable Exercise Notice or (z) the Bid Price of the Common Stock as of the time of the Holder’s
    execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours”
    on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular
    trading hours” on a Trading Day) pursuant to Section 1(a) hereof or (iii) the Closing Sale Price of the Common Stock
    on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice
    is both executed and delivered pursuant to Section 1(a) hereof after the close of “regular trading hours” on such
    Trading Day. 


 


	 	C=	$0.01,
    as adjusted hereunder. 


 




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If
Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9)
of the Securities Act of 1933, as amended, the Warrant Shares shall take on the registered characteristics of the Warrants being
exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares.
The Company agrees not to take any position contrary to this Section 1(d).


 


(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 and resolve such dispute
in accordance with Section 11.


 


(f)
Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise
of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the
terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent
that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially
own in excess of 4.99% (the “Maximum Percentage”) of the number of 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 the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and
all other Attribution Parties plus 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 the number of shares of Common Stock which would be
issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the
other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of
the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other
Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous
to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes
of this Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this
Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected
in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K
or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more
recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the
number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives
an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported
Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding
and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant
to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares
to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction
Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid
by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company
shall within one (1) Business Day confirm orally and in writing or by electronic mail 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 any other Attribution Party
since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock
to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially
own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under
Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’
aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and
void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon
as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the
Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder
may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 4.99% as specified
in such notice; provided that (i) any such increase in the Maximum Percentage 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 and the
other Attribution Parties and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes
of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall
not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1)
of the 1934 Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability
of the provisions of this paragraph with respect to any subsequent determination of exercisability. 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 the
extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended
beneficial ownership limitation contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder
of this Warrant.


 




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(g)
Required Reserve Amount. So long as this Warrant remains outstanding, the Company shall at all times keep reserved for
issuance under this Warrant a number of shares of Common Stock at least equal to 100% of the maximum number of shares of Common
Stock as shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock under the Warrants then
outstanding (without regard to any limitations on exercise) (the “Required Reserve Amount”); provided
that at no time shall the number of shares of Common Stock reserved pursuant to this Section 1(g) be reduced other than in connection
with any exercise of Warrants or such other event covered by Section 2(c) below. The Required Reserve Amount (including, without
limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Warrants based
on the number of shares of Common Stock issuable upon exercise of Warrants held by each holder thereof on the Issuance Date (without
regard to any limitations on exercise) (the “Authorized Share Allocation”). In the event that a holder shall
sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such
holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold
any Warrants shall be allocated to the remaining holders of Warrants, pro rata based on the number of shares of Common Stock issuable
upon exercise of the Warrants then held by such holders thereof (without regard to any limitations on exercise).


 


(h)
Insufficient Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient
number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance the Required Reserve
Amount (an “Authorized Share Failure”), then the Company shall promptly take all action reasonably necessary
to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the
Required Reserve Amount for this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon
as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after
the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase
in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder
with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’ approval of such increase
in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such
proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written
consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve the increase in the number
of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for filing
with the SEC an Information Statement on Schedule 14C.


 






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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)
Intentionally omitted.


 


(b)
Intentionally omitted.


 


(c)
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 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 combination, reverse stock split 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(c) shall become effective
at the close of business on the date the subdivision or combination becomes effective.


 


(d)
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, phantom stock rights or other
rights with equity features), then the Company’s Board of Directors will make an appropriate adjustment in the Exercise
Price and the number of Warrant Shares, as mutually determined by the Company’s Board of Directors and the Required Holders,
so as to protect the rights of the Holder; provided that no such adjustment pursuant to this Section 2(d) will increase
the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2.


 




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3.
RIGHTS UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if, on or after the Subscription
Date and on or prior to the Expiration Date, the Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall
be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date
on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the
extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution
Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent
(and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial
ownership) to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until
such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such
initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no
such limitation).


 


4.
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)
Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time on or after the Subscription
Date and on or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights
to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase
Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon
complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without
limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined
for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled
to beneficial ownership of such Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and
such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times as its right
thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times
the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any
subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).


 


(b)
Fundamental Transaction. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor
Entity assumes in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section
4(b), including agreements to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, which is exercisable
for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon
exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,
and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account
the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the
economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the consummation of
each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for the Company (so that from and after
the date of the applicable Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring
to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company
and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had
been named as the Company herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to the
Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the applicable
Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such
items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise
of this Warrant prior to the applicable Fundamental Transaction, such shares of common stock (or its equivalent) of the Successor
Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of the applicable
Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard
to any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. Notwithstanding
the foregoing, and without limiting Section 1(f) hereof, the Holder may elect, at its sole option, by delivery of written notice
to the Company to waive this Section 4(b) to permit the Fundamental Transaction without the assumption of this Warrant. In addition
to and not in substitution for any other rights hereunder, prior to the consummation of each Fundamental Transaction pursuant
to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for
shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the
Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation of the applicable
Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities, cash,
assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable
thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities,
cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) (collectively, the
“Corporate Event Consideration”) which the Holder would have been entitled to receive upon the happening of the applicable
Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard
to any limitations on the exercise of this Warrant). The provision made pursuant to the preceding sentence shall be in a form
and substance reasonably satisfactory to the Holder. The provisions of this Section 4(b) shall apply similarly and equally to
successive Fundamental Transactions and Corporate Events.


 




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5.
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of
Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution,
issuance 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 carry out all of the provisions of this Warrant and take all action
as may be required to protect the rights of the Holder. 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 any of the Warrants are 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 the Warrants, the number of shares of Common Stock
as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations
on exercise).


 


6.
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 capital stock
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. Notwithstanding this Section 6, the Company shall provide the Holder
with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with
the giving thereof to the stockholders.


 


7.
REISSUANCE OF WARRANTS.


 


(a)
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon
the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(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 than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the
Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3)
Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant,
if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having
a new Warrant issued.


 


(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 (but without the obligation to post a bond) 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 7(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 7(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.


 


(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 7(a) or Section 7(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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If
this Warrant is not held in global form through DTC (or any successor depositary), this Warrant may be divided or combined with
other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the
names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance
with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver
a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All
Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical with this Warrant
except as to the number of Warrant Shares issuable pursuant thereto.


 


(e)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Warrant Agent for that
purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company and
the Warrant Agent may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any
exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


8.
NOTICES. Whenever notice is required to be given under this Warrant, including, without limitation, an Exercise Notice,
unless otherwise provided herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic United
States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, electronic
mail or by facsimile or (b) from outside the United States, by International Federal Express, electronic mail or facsimile, and
(ii) will be deemed given (A) if delivered by first-class registered or certified mail domestic, three (3) Business Days after
so mailed, (B) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (C) if delivered
by International Federal Express, two (2) Business Days after so mailed and (D) on the date of transmission, if delivered by electronic
mail to each of the email addresses specified in this Section 8 prior to 5:00 p.m. (New York time) on a Trading Day, (E) the next
Trading Day after the date of transmission, if delivered by electronic mail to each of the email addresses specified in this Section
8 on a day that is not a Trading Day or later than 5:00 p.m. (New York time) on any Trading Day and (F) if delivered by facsimile,
upon electronic confirmation of receipt of such facsimile, and will be delivered and addressed as follows:


 


(i)
if to the Company, to:


 


 Vislink Technologies, Inc. 


 1515 Ringling Blvd., Suite 310 


 Sarasota, FL 34236 


 Attention: Roger Branton, Chief Executive Officer 


 Fax No: (941) 953-9035 


 Email: roger.branton@vislink.com 


   


 With a copy (for informational purposes only) to: 


   


 Sullivan & Worcester LLP 


 1633 Broadway 


 New York, New York 10019 


 Attention: David E. Danovitch, Esq. 


 Fax No: (212) 660-3001 


 Email: ddanovitch@sullivanlaw.com 




 


(ii)
if to the Holder, at such address or other contact information delivered by the Holder to Company or as is on the books and records
of the Company.


 


The
Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable
detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will
give written notice to the Holder (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail,
and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company
closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with
respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities
or other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction,
dissolution or liquidation; provided in each case that such information shall be made known to the public prior to or in
conjunction with such notice being provided to the Holder. It is expressly understood and agreed that the time of exercise specified
by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.


 




    	 	64	 



    	 



    

 


9.
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived 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 Holder.


 


10.
GOVERNING LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with,
and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by,
the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than
the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Company
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to the Company at the address set forth in Section 8(i) above or such other address as the Company subsequently
delivers to the Holder and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing
contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the
Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or
any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. If either party
shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit
or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or proceeding. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


11.
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 electronic
mail within two (2) Business Days of receipt of the Exercise Notice or other event 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 (3) 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 electronic mail (a) the disputed determination
of the Exercise Price to an independent, reputable investment bank selected by the Company and approved by the Holder or (b) the
disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall
cause at its expense 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 (10) Business Days from the time it receives the disputed
determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may
be, shall be binding upon all parties absent demonstrable error.


 




    	 	65	 



    	 



    

 


12.
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 and any other Transaction Documents, 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. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may
be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant
shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity
of showing economic loss and without any bond or other security being required. Notwithstanding the foregoing or anything else
herein to the contrary, other than as expressly provided in Section 1(a) or Section 1(c) hereof, if the Company is for any reason
unable to issue and deliver Warrant Shares upon exercise of this Warrant as required pursuant to the terms hereof, the Company
shall have no obligation to pay to the holder any cash or other consideration or otherwise “net cash settle” this
Warrant.


 


13.
TRANSFER. This Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the
consent of the Company.


 


14.
SEVERABILITY; CONSTRUCTION; HEADINGS. If any provision of this Warrant is prohibited by law or otherwise determined to
be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or
unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity
or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this
Warrant as so modified continues to express, without material change, the original intentions of the parties as to the subject
matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially
impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that
would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the
prohibited, invalid or unenforceable provision(s). 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.


 


15.
DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless
the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information
relating to the Company or its subsidiaries, the Company shall contemporaneously with any such receipt or delivery publicly disclose
such material, nonpublic information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that
a notice contains material, nonpublic information relating to the Company or its subsidiaries, the Company so shall indicate to
such Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed
to presume that all matters relating to such notice do not constitute material, nonpublic information relating to the Company
or its subsidiaries.


 


16.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 




    	 	66	 



    	 



    

 


(a)
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled
by, or is under common control with, such Person, it being understood for purposes of this definition that “control”
of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the
election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.


 


(b)
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle,
including, any funds, feeder funds or managed accounts, currently, or from time to time after the Subscription Date, directly
or indirectly managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct
or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a
Group together with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s
Common Stock would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d)
of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties
to the Maximum Percentage.


 


(c)
“Bid Price” means, for any security as of the particular time of determination, the bid price for such security
on the Principal Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal
securities exchange or trading market for such security, the bid price of such security on the principal securities exchange or
trading market where such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing
does not apply, the bid price of such security in the over-the-counter market on the electronic bulletin board for such security
as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of
such time of determination, the average of the bid prices of any market makers for such security as reported in the “pink
sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the Bid Price cannot be
calculated for a security as of the particular time of determination on any of the foregoing bases, the Bid Price of such security
as of such time of determination 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 in accordance
with the procedures in Section 11. All such determinations shall be appropriately adjusted for any stock dividend, stock split,
stock combination or other similar transaction during such period.


 


(d)
“Bloomberg” means Bloomberg Financial Markets.


 


(e)
“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 to remain closed.


 


(f)
“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 OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets 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. 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 11. All such determinations to be appropriately
adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable
calculation period.


 




    	 	67	 



    	 



    

 


 


(g)
“Common Stock” means (i) the Company’s Common Stock, par value $0.00001 per share, and (ii) any capital
stock into which such Common Stock shall have been changed or any capital stock resulting from a reclassification of such Common
Stock.


 


(h)
“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock.


 


(i)
“Eligible Market” means The NASDAQ Capital Market, the NYSE American LLC, The NASDAQ Global Select Market,
The NASDAQ Global Market or The New York Stock Exchange, Inc.


 


(j)
“Expiration Date” means until this Warrant is exercised in full.


 


(k)
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of
Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company
to be subject to or have its shares of Common Stock be subject to or party to one or more Subject Entities making, a purchase,
tender or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock,
(y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making
or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding;
or (z) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject
Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule
13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) at
least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as
if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making
or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of
Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934
Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its shares of Common
Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or
more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the
“beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition,
purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation,
business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification
or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued
and outstanding shares of Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding
shares of Common Stock not held by all such Subject Entities as of the Subscription Date calculated as if any shares of Common
Stock held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented
by issued and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities
to effect a statutory short form merger or other transaction requiring other stockholders of the Company to surrender their Common
Stock without approval of the stockholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates
or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction structured
in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct
this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument
or transaction.


 




    	 	68	 



    	 



    

 


(l)
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in
Rule 13d-5 thereunder.


 


(m)
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible
Securities.


 


(n)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including
such entity whose common stock or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the
Holder, any other market, exchange or quotation system), or, if there is more than one such Person or such entity, the Person
or such entity designated by the Holder or in the absence of such designation, such Person or entity with the largest public market
capitalization as of the date of consummation of the Fundamental Transaction.


 


(o)
“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.


 


(p)
“Principal Market” means the principal securities exchange or securities market on which the Common Stock is
then traded.


 


(q)
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, for
the Company’s primary trading market or quotation system with respect to the Common Stock that is in effect on the date
of receipt of an applicable Exercise Notice.


 


(r)
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons
or Group.


 


(s)
“Successor Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent
Entity) formed by, resulting from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so elected
by the Holder, the Company or the Parent Entity) with which such Fundamental Transaction shall have been entered into.


 


(t)
“Trading Day” means any day on which the Common Stock is 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 is then traded.


 




    	 	69	 



    	 



    

 


(u)
“Transaction Documents” means any agreement entered into by and between the Company and the Holder, as applicable.


 


(v)
“Transfer Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company,
with a mailing address of 1 State Street, 30th Floor, New York, New York 10004 and a facsimile number of (212) 616-7619,
and any successor transfer agent of the Company.


 


(w)
“Warrant Agreement” means that certain warrant agency agreement, dated on or about the Initial Exercise Date,
between the Company and the Warrant Agent.


 


(x)
“Warrant Agent” means the Transfer Agent and any successor warrant agent of the Company.


 


(y)
“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 such 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 such 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 OTC Link or “pink sheets”
by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). 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 11 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, reclassification or other similar transaction during the applicable calculation
period.


 


[Signature
Page Follows]


 




    	 	70	 



    	 



    

 


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


 


	 	VISLINK
    TECHNOLOGIES, INC.
	 	 	 
	 	By:	                    
	 	Name:	 
	 	Title:	 


 




    	 	71	 



    	 



    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


PRE-FUNDED
WARRANT TO PURCHASE COMMON STOCK


 


VISLINK
TECHNOLOGIES, INC.


 


The
undersigned holder hereby exercises the right to purchase              shares of Common Stock (“Warrant Shares”) of Vislink
Technologies, Inc., a company organized under the laws of Delaware (the “Company”), evidenced by the attached
Pre-Funded 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.


 


Date:
         ,


 


	 	 
	Name
    of Registered Holder	 
	 	 	 
	By:	      	 
	Name:	 	 
	Title:	 	 


 




    	 	72	 



    	 



    

 


ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Exercise Notice and hereby directs Continental Stock Transfer & Company to issue the above
indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date.


 


	 	VISLINK
    TECHNOLOGIES, INC.
	 	 	 
	 	By:	                  
	 	Name:	 
	 	Title:	 


 




    	 	73	 



    	 



    

 


Exhibit
C


 


Form
of Warrant Certificate Request Notice


 


WARRANT
CERTIFICATE REQUEST NOTICE


 


To:
Continental Stock Transfer & Trust Company, as Warrant Agent for Vislink Technologies, Inc. (the “Company”)


 


The
undersigned Holder of [Common Warrants/Pre-Funded Warrants] (“Warrants”) in the form of Global Warrants issued
by the Company hereby elects to receive a Definitive Certificate evidencing the Warrants held by the Holder as specified below:


 


	 	1.	Name
    of Holder of Warrants in form of Global Warrants: _____________________________
	 	 	 
	 	2.	Name
    of Holder in Definitive Certificate (if different from name of Holder of Warrants in form of Global Warrants): ________________________________
	 	 	 
	 	3.	Number
    of Warrants in name of Holder in form of Global Warrants: ___________________
	 	 	 
	 	4.	Number
    of Warrants for which Definitive Certificate shall be issued: __________________
	 	 	 
	 	5.	Number
    of Warrants in name of Holder in form of Global Warrants after issuance of Definitive Certificate, if any: ___________
	 	 	 
	 	6.	Definitive
    Certificate shall be delivered to the following address:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


The
undersigned hereby acknowledges and agrees that, in connection with this Warrant Exchange and the issuance of the Definitive Certificate,
the Holder is deemed to have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to
the number of Warrants evidenced by the Definitive Certificate.


 


	 	[SIGNATURE
    OF HOLDER]	 
	 	 	 
	 	Name
    of Investing Entity:	 
	 	 	 
	 	Signature
    of Authorized Signatory of Investing Entity:	 
	 	 	 
	 	Name
    of Authorized Signatory:	 
	 	 	 
	 	Title
    of Authorized Signatory:	 
	 	 	 
	 	Date:	 


 






    	 	74