Exhibit
99.2



CHARTER
OF THE AUDIT

COMMITTEE
OF THE BOARD OF

DIRECTORS
OF

DSG
GLOBAL INC.

Dated
May 1, 2021



The
Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of DSG Global Inc. (the
“Company”) has been appointed by the Board to perform the duties and responsibilities set forth in this charter.



PURPOSE



The
purpose of the Committee is to assist the Board in fulfilling its responsibilities for overseeing:



| | ● | The
    Company’s accounting and financial reporting processes and internal controls, as well as the audit and integrity of the Company’s
    financial statements.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                    
| | ● | The
    qualifications, independence and performance of the Company’s registered public accounting firm (the “independent
    auditor”).                           
| |   |                                                                                                                                                                    
| | ● | The
    design, implementation and performance of the Company’s internal audit function.                                                                           
| |   |                                                                                                                                                                    
| | ● | The
    Company’s compliance with applicable law (including U.S. federal securities laws and other legal and regulatory requirements).                             
| |   |                                                                                                                                                                    
| | ● | The
    Company’s policies with respect to risk assessment and risk management pertaining to the financial, accounting and tax matters
    of the Company.         



COMPOSITION



|1. | Membership
    and Appointment. The Committee shall consist of at least three (3) members of the Board. Members of the Committee shall be appointed
    by the Board and may be removed by the Board in its discretion.                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Qualifications.
    Members of the Committee must meet the following criteria as well as any additional criteria required by applicable law or the rules
    and regulations of the Securities and Exchange Commission (the “SEC”) or the securities exchange on which the
    Company’s securities are listed and such other qualification as are established by the Board from time to time:



| | ● | Each
    member of the Committee shall meet the independence standards established by the SEC and the securities exchange on which the Company’s
    securities are listed.                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                
| | ● | Each
    member of the Committee must be able to read and understand fundamental financial statements and otherwise must comply with all financial-literacy
    requirements of the securities exchange on which the Company’s securities are listed.                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                
| | ● | At
    least one member of the Committee must have past employment experience in finance or accounting, requisite professional certification
    in accounting or other comparable experience or background that leads to financial sophistication (person who satisfies the definition
    of Committee financial expert will also be presumed to have the requisite financial sophistication.











| | ● | No
    member of the Committee shall have participated in the preparation of the financial statements of the Company or any of its current
    subsidiaries at any time during the prior three (3) years.                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                       
| | ● | Each
    member of the Committee shall have such other qualifications as are established by the Board from time to time, or as required by
    the applicable law or the rules and regulations of the SEC or the securities exchange on which the Company’s securities are
    listed.



|3. | Chairperson.
    The Board may designate a chairperson of the Committee. In the absence of that designation, the Committee may designate a chairperson
    by majority vote of the Committee members, provided that the Board may replace any chairperson designated by the Committee at any
    time.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



RESPONSIBILITIES



The
following are the principal recurring responsibilities of the Committee. The Committee may perform such other functions as are consistent
with its purpose and applicable law, rules and regulations and as the Board may request. In carrying out its responsibilities, the Committee
believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances.



|1. | Select
    and Hire the Independent Auditor. The Committee shall be directly responsible for appointing, compensating, retaining, overseeing
    and, where appropriate, replacing the independent auditor. The independent auditor will report directly to the Committee. The Committee
    will have sole authority to approve the hiring and discharging of the independent auditor, all audit engagement fees and terms and
    all permissible non-audit engagements with the independent auditor. The Committee will also appoint, retain, compensate, oversee
    and, where appropriate, replace any other registered public accounting firm engaged for the purpose of preparing or issuing an audit
    report or performing other audit, review or attest services for the Company.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Supervise
    and Evaluate the Independent Auditor. The Committee will:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



| | ● | Oversee
    and, at least annually, evaluate the work of the independent auditor or any other registered public accounting firm engaged for the
    purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, which evaluation
    shall include a review and evaluation of the lead partner of the independent auditor and taking into account the opinions of management
    and the internal audit function, if applicable. The Committee shall review, in consultation with the independent auditor, the annual
    audit plan and scope of audit activities and monitor such plan’s progress.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ● | Review
    and resolve any disagreements that may arise between management and the independent auditor regarding internal controls or financial
    reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ● | At
    least annually, obtain and review a report by the independent auditor that describes (i) the independent auditor’s internal
    quality control procedures, and (ii) any material issues raised by the most recent internal quality-control review, or peer review,
    of the independent auditor or by any inquiry or investigation by governmental or professional authorities, within the preceding five
    years (or such other period as may be requested by the Committee), regarding any independent audit performed by the independent auditor,
    and any steps taken to deal with any such issues.                                        











|3. | Evaluate
    the Independence of the Independent Auditor. The Committee will:
|-- | -----------------------------------------------------------------------------



| | ● | Review
    and discuss with the independent auditor the written independence disclosures required by the applicable requirements of the Public
    Company Accounting Oversight Board or other regulatory body.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                
| | ● | Review
    and discuss with the independent auditor at least annually relationships or services (including permissible non-audit services) that
    may affect its objectivity and independence.               
| |   |                                                                                                                                                                                                                
| | ● | Oversee
    the rotation of the independent auditor’s lead audit and concurring partners and the rotation of other audit partners, with
    applicable time-out periods, in accordance with applicable law.    
| |   |                                                                                                                                                                                                                
| | ● | Take
    such other appropriate actions as may be required or desirable by the Committee to oversee and ensure the independence of the independent
    auditor.                                                



|4. | Approve
    Audit and Non-Audit Services and Fees. The Committee shall (i) review and approve, in advance, the scope and plans for the audits
    and the audit fees and (ii) approve in advance (or, where permitted under the rules and regulations of the SEC, subsequently) all
    non-audit and tax services to be performed by the independent auditor that are not otherwise prohibited by law or regulations and
    any associated fees. The Committee may, in accordance with applicable law, establish pre-approval policies and procedures, including
    delegation to one or more members of the Committee, for the engagement of independent accountants and any other registered public
    accounting firm to render services to the Company.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5. | Review
    Financial Statements. The Committee shall review and discuss the following with management, the internal auditors, if applicable,
    and the independent auditor, as applicable:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



| | ● | The
    Company’s annual audited and quarterly unaudited financial statements and annual and quarterly reports on Form 10-K and 10-Q,
    including, without limitation, the disclosures in “Management’s Discussion and Analysis of Financial Condition and Results
    of Operations,” and recommend to the Board whether the audited financial statements and “Management’s Discussion
    and Analysis of Financial Condition and Results of Operations” should be included in the Company’s Form 10-K.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | The
    results of the independent audit and the quarterly reviews of the Company’s financial statements, and the independent auditor’s
    opinion on the annual financial statements.                                                                                                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | Major
    issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s
    selection or application of accounting principles.                                                                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | Analyses
    prepared by management or the independent auditor setting forth significant financial reporting issues and judgments made in connection
    with the preparation of the financial statements.                                                                                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | The
    effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the Company’s financial statements.                                                                                                                                                                                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ● | Any
    problems or difficulties the independent auditor encountered in the course of its audit work, including any restrictions on the scope
    of the auditor’s activities or on access to requested information, and management’s response.                                                                                                                                                                                                                                                            











|6. | Reports
    and Communications from the Independent Auditor. The Committee shall review and discuss quarterly reports from the independent
    auditor concerning the following:
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Critical
    accounting policies and practices to be used by the Company.                                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                
| | ● | Alternative
    treatments of financial information within GAAP that the auditor has discussed with management, ramifications of the use of these
    alternative disclosures and treatments, and the treatment preferred by the independent auditor if different from that used by management.
| |   |                                                                                                                                                                                                                                                                                                
| | ● | Any
    material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted
    differences.                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                
| | ● | Any
    matters required to be communicated to the Committee under generally accepted auditing standards and other legal or regulatory requirements,
    including any matters required to be communicated under applicable auditing standards.                                                



|7.  | Committee
    Report. The Committee will prepare the report of the Committee that SEC rules require to be included in the Company’s annual
    proxy statement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.  | Earnings
    Press Releases and Earnings Guidance. The Committee will review, in general, earnings press releases, and review and discuss
    with management and the independent auditors policies with respect to earnings press releases (with particular attention to any use
    of “pro forma” or “adjusted” non-GAAP information), financial information and earnings guidance provided
    to the public, analysts and ratings agencies.                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|9.  | Internal
    Controls. The Committee shall review and discuss with management, the internal auditors, if applicable, and the independent auditor
    the adequacy and effectiveness of the Company’s internal controls, including any changes, significant deficiencies or material
    weaknesses in those controls reported by the independent auditor, the internal auditors, if applicable, or management and any special
    audit steps adopted or changes required in light of any material control deficiencies, the reports and certifications regarding internal
    control over financial reporting and any fraud, whether or not material, that involves management or other Company employees who
    have a significant role in the Company’s internal controls.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10. | Disclosure
    Controls and Procedures. The Committee shall review and discuss the adequacy and effectiveness of the Company’s disclosure
    controls and procedures and the reports and certifications over disclosure controls and procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|11. | Internal
    Audit. The Committee shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



| | ● | Review
    and participate in the selection of the Company’s internal auditor and periodically review the activities, organizational structure
    and qualifications of the internal audit function.        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                              
| | ● | Review
    and approve the annual internal audit project plan and any proposed changes and review periodic reports summarizing results of the
    internal audit projects including any significant findings.
| |   |                                                                                                                                                                                                              
| | ● | Periodically
    review with the Company’s internal auditor any issues encountered in the course of the internal audit function’s work.                                                                      



|12. | Risk
    Assessment and Risk Management. The Committee shall review and discuss with management, the internal auditors, if applicable,
    and the independent auditor the Company’s major financial risk exposures and the steps management has taken to monitor and
    control those exposures, including the Company’s guidelines and policies with respect to risk assessment and risk management
    pertaining to financial, accounting and tax matters. The Committee will also review the Company’s risk management framework
    and programs to address risks, as well as the framework by which management discusses the Company’s risk profile and risk exposures
    with the Board and its committees.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











|13. | Legal
    and Regulatory Compliance. The Committee shall:
|--- | ---------------------------------------------------------



| | ● | Review
    and discuss with management, outside legal counsel, the internal auditors, if applicable, and the independent auditor (i) the overall
    adequacy and effectiveness of the Company’s legal, regulatory and ethical compliance programs, including the Company’s
    Code of Conduct and Ethics, compliance with anti-bribery and anti-corruption laws and regulations, and compliance with export control
    regulations and (ii) reports regarding compliance with applicable laws, regulations and internal compliance programs.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ● | Discuss
    with management, the independent auditor and outside legal counsel any correspondence with regulators or governmental agencies that
    raise material issues regarding the Company’s financial statements or accounting policies.                                                                                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ● | Discuss
    with the Company’s outside legal counsel any legal matters that may have a material impact on the financial statements or the
    Company’s compliance procedures.                                                                                                                                                                                                                                                                                                                                                                 



|14. | Complaints.
    The Committee shall establish and oversee procedures for the receipt, retention and treatment of complaints on accounting, internal
    accounting controls or audit matters, as well as for confidential and anonymous submissions by the Company’s employees concerning
    questionable accounting or auditing matters.                                                                                                                                                                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|15. | Related
    Party Transactions. The Committee shall (i) review and oversee all transactions between the Company and a related person (as
    defined in Item 404 of Regulation S-K) for which review or oversight is required by applicable law or that are required to be disclosed
    in the Company’s financial statements or SEC filings and (ii) develop and maintain policies and procedures for the Committee’s
    review, approval and/or ratification, and, if approved, submission to the Board for approval, of such transactions.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|16. | Conflicts
    of Interest. The Committee shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



| | ● | Review
    and monitor compliance with the Company’s Code of Conduct and Ethics.                                                                                             
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                              
| | ● | Consider
    questions of actual or possible conflicts of interest of Board members and of corporate officers and approve or prohibit applicable
    transactions or matters.



|17. | Hiring
    of Auditor Personnel. The Committee shall set hiring policies for the Company with regard to employees and former employees of
    the independent auditor and oversee compliance with such policies.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                 
|18. | Committee
    Charter Review. The Committee shall review and reassess the adequacy of this charter annually and shall submit any recommended
    changes to the charter to the Board for approval.              
|    |                                                                                                                                                                                                                 
|19. | Performance
    Review. The Committee will review and assess the performance of the Committee at least annually.                                                                                                



The
function of the Committee is primarily one of oversight. The Company’s management is responsible for preparing the Company’s
financial statements, and the independent auditor is responsible for auditing and reviewing those financial statements. The Committee
is responsible for assisting the Board in overseeing the conduct of these activities by management and the independent auditor. The Committee
is not responsible for providing any expert or special assurance as to the financial statements or the independent auditor’s work.
It is recognized that the members of the Committee are not full-time employees of the Company, that it is not the duty or responsibility
of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or
to set auditor independence standards, and that each member of the Committee shall be entitled to rely on (i) the integrity of those
persons and organizations within and outside the Company from which the Committee receives information and (ii) the accuracy of the financial
and other information provided to the Committee, in either instance absent actual knowledge to the contrary.











MEETINGS
AND PROCEDURES



|1. | Meetings.
|-- | ---------



| | ● | The
    Committee will meet at least once each fiscal quarter at such times and places as the Committee determines. The chairperson of the
    Committee shall preside at each meeting. The chairperson will approve the agenda for the Committee’s meetings and any member
    may suggest items for consideration. If a chairperson is not designated or present, an acting chair may be designated by the Committee
    members present. The Committee may act by unanimous written consent (which may include electronic consent) in lieu of a meeting in
    accordance with the Company’s bylaws.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ● | The
    Committee will cause to be kept written minutes of its proceedings and actions by written consent, which minutes and actions will
    be filed with the minutes of the meetings of the Board.                                                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ● | The
    Committee shall meet periodically with members of management as deemed appropriate, the head of the internal audit department and
    the independent auditor in separate executive sessions. The Committee will periodically meet in executive session without members
    of management present.                                                                                                                                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ● | The
    Committee may invite to its meetings any director, officer or employee of the Company and such other persons as it deems appropriate
    in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in
    order to carry out its responsibilities, including non-management directors who are not members of the Committee.                                                                                                                                                                                                



|2. | Reporting
    to the Board of Directors. The Committee shall report regularly to the Board with respect to the Committee’s activities
    and recommendations, including any significant issues that arise with respect to the quality or integrity of the Company’s
    financial statements, the Company’s compliance with legal or regulatory requirements, the performance of the internal audit
    function or the performance and independence of the Company’s independent auditor, as applicable.                                                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | Authority
    to Retain Advisors. The Committee shall have the authority to engage independent counsel or other advisors as it deems necessary
    or appropriate to carry out its duties. The Committee shall set the compensation, and oversee the work of, any independent counsel
    or other advisors retained by it. The Company will provide appropriate funding, as determined by the Committee, to pay the independent
    auditor, any other registered public accounting firm and any independent counsel and any other outside advisors hired by the Committee
    and any administrative expenses of the Committee that are necessary or appropriate in carrying out its activities.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4. | Subcommittees.
    The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees
    such power and authority as the Committee deems appropriate. If designated, each such subcommittee will establish its own schedule
    and maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The Committee
    shall not delegate to a subcommittee any power or authority required by law, regulation or listing standard to be exercised by the
    Committee as a whole.                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4. | Access.
    The Committee shall be given full access to the chairperson of the Board, management, the independent auditor and, if applicable,
    the internal auditors, if applicable, as well as the Company’s books, records, facilities and other personnel.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | Compensation.
    Members of the Committee shall receive such fees, if any for their service as Committee members as may be determined by the Board
    in its sole discretion. Members of the Committee may not receive any compensation from the Company except the fees that they receive
    for service as a member of the Board or any committee thereof.