Exhibit
99.3



CHARTER
OF THE COMPENSATION

COMMITTEE
OF THE BOARD OF DIRECTORS OF

DSG
GLOBAL INC.

Dated
May 1, 2021



The
Compensation 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 discharging its responsibilities relating to the compensation of the Company’s Chief Executive Officer (“CEO”)
    and other individuals who are “officers” as defined in Rule 16a- 1(f) (the “Executive Officers”) under
    the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such other employees of the Company
    as the Committee determines from time to time after consultation with the CEO (the “Key Employees”).
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ● | Oversee
    the Company’s compensation policies and plans and benefits programs, and be responsible for the Company’s overall compensation
    philosophy.                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ● | Administer
    the Company’s equity compensation plans, including the granting of equity awards pursuant to such plans or outside of such
    plans.                                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ● | Periodically
    review the development plans for the CEO, Executive Officers and Key Employees                                                                                                                                                                                                                                                                                                                                                                             



COMPOSITION



|1. | Membership.
    The Committee will consist of at least two (2) members of the Board. Members of the Committee will 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, the rules
    and regulations of the U.S. Securities and Exchange Commission or the securities exchange on which the Company’s securities
    are listed or such other qualifications as are established by the Board from time to time:



| | ● | Each
    member of the Committee will meet the independence requirements of the listing standards of the securities exchange on which the
    Company’s securities are listed.              
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                             
| | ● | Unless
    determined otherwise by the Board, each member of the Committee will be a “non- employee director” as defined in Rule
    16b-3 promulgated under Section 16 of the Exchange Act.



|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 members of the Committee.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



RESPONSIBILITIES



The
following are the principal recurring responsibilities and duties 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 or prescribe.











|1. | Set
    Compensation. The Committee will:
|-- | -----------------------------------------



| | ● | Review
    at least annually and approve the corporate goals and objectives applicable to the compensation of the CEO, evaluate at least annually
    the CEO’s performance in light thereof, and consider factors related to the performance of the Company in determining the compensation
    level of the CEO.                                                                                                                                                                                                                                      
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ● | Review
    at least annually and approve or recommend to the Board or independent members of the Board for approval the CEO’s: (a) base
    salary, (b) incentive bonus, including the specific goals and amount, (c) equity compensation, (d) any employment agreement, severance
    arrangement or change of control protections and (e) any other benefits, compensation or similar arrangements, if any (including,
    without limitation, perquisites and any other form of compensation such as a signing bonus or payment of relocation costs).
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ● | Review
    at least annually and approve or recommend to the Board or independent members of the Board for approval items (a) through (e) for
    the Executive Officers and Key Employees.                                                                                                                                                                                                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ● | Review
    and approve any compensatory contracts or similar transactions or arrangements with current or former Executive Officers and Key
    Employees, including consulting arrangements, employment contracts, severance or termination arrangements, which may include any
    benefits to be provided in connection with a change of control. In this regard, the Committee will have the power and authority to
    adopt, amend and terminate such contracts, transactions or arrangements.                                                    



In
evaluating and determining compensation for the CEO and other Executive Officers, the Committee shall consider the results of the most
recent stockholder advisory vote on executive compensation required by Section 14A of the Exchange Act (a “Say-on-Pay Vote”)
if such vote is required or such vote is voluntarily sought by the Company.



|2. | Oversee
    Compensation Plans and Programs. The Committee will:
|-- | ----------------------------------------------------------------



| | ● | Review,
    approve and administer annual and long-term incentive compensation plans for service providers of the Company, including the CEO,
    Executive Officers, and Key Employees, including:
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ○ | Establishing
    performance objectives and evaluating performance achievement.       
| | - | --------------------------------------------------------------------------------------
| |   |                                                                                       
| | ○ | Reviewing
    and approving all related plans and grant awards pursuant to such plans.
| |   |                                                                                       
| | ○ | Adopting,
    amending and terminating any such plans.                                



| | ● | Administer
    the Company’s equity compensation plans, including:
| | - | ------------------------------------------------------------------



| | ○ | Granting
    equity-based or equity-linked awards to eligible individuals (including grants to the CEO and Executive Officers in compliance with
    Rule 16b-3 promulgated thereunder) in accordance with procedures and guidelines as may be established by the Board or the Committee.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                          
| | ○ | Amending
    equity-based or equity-linked awards granted thereunder.                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                          
| | ○ | Adopting,
    amending and terminating such plans, including reserving shares for issuance thereunder, subject to obtaining any required stockholder
    approval.                                                                                                                       











| | ● | Review,
    approve and administer all of the Company’s employee benefit plans that the Committee deems appropriate, which includes the
    ability to adopt, amend and terminate such plans.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                              
| | ● | In
    connection with executive compensation:                                                                                                                                               



| | ○ | Review
    and approve the Company’s executive compensation philosophy as well as new executive compensation programs;                                               
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                      
| | ○ | Review
    on a periodic basis the operations of the Company’s executive compensation programs to determine whether they are achieving
    their intended purpose(s);
| |   |                                                                                                                                                                      
| | ○ | Establish
    and periodically review policies for the administration of executive compensation programs; and                                                        
| |   |                                                                                                                                                                      
| | ○ | Assess
    the impact of tax and accounting rules changes on any executive compensation programs.                                                                    



| | ● | Evaluate
    director compensation, including equity compensation, and make recommendations to the Board regarding director compensation.                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                             
| | ● | Review
    and discuss annually with management the risks arising from the Company’s compensation philosophy and practices applicable
    to all employees to determine whether they encourage excessive risk-taking and to evaluate compensation policies and practices that
    could mitigate such risks.
| |   |                                                                                                                                                                                                                                                                                                             
| | ● | If
    the Board adopts stock ownership guidelines applicable to members of the Board and/or Executive Officers, periodically review such
    guidelines and recommend any proposed changes to the Board; monitor compliance with guidelines as applicable.                                                 



|3. | Compliance
    and Governance. The Committee will:
|-- | --------------------------------------------------



| | ● | Review
    and discuss with management the Company’s compensation disclosures required by the rules and regulations of the SEC, to the
    extent required of the Company.                                                                                                                                                                                                                                                                                                
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ● | Prepare
    the report of the Committee, to the extent required by the rules and regulations of the SEC, to be included with the Company’s
    annual report on Form 10-K or proxy statement.                                                                                                                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ● | Oversee
    the Company’s submissions to stockholders on executive compensation matters, and, in conjunction with the Nominating and Corporate
    Governance Committee of the Board (or its designees), engagement with proxy advisory firms and other stockholder groups on executive
    compensation matters.                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ● | If
    applicable, review and recommend to the Board for approval the frequency with which the Company will conduct a Say-on-Pay Vote, taking
    into account the results of the most recent stockholder advisory vote on frequency of Say-on-Pay Votes required by Section 14A of
    the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to
    be included in the Company’s proxy statement.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ● | Review
    and make determinations regarding stockholder proposals regarding compensation.                                                                                                                                                                                                                                                                                                                                                                                



|4. | Succession
    Planning. The Committee will periodically review and discuss with the Board corporate succession and development plans, as applicable,
    for the CEO, Executive Officers, and Key Employees.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











|5. | Executive
    Performance. The Committee will assist the Board in its evaluation of the performance of the CEO, and will assist the Board and
    the CEO in the evaluation of the performance of other Executive Officers.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                            
|6. | Committee
    Charter Review. The Committee will review and assess the adequacy of this charter at least annually and will submit any recommended
    changes to this charter to the Board for approval.                   
|   |                                                                                                                                                                                                                            
|7. | Performance
    Review. The Committee will review and assess the performance of the Committee at least annually.                                                                                                           



MEETINGS
AND PROCEDURES



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



| | ● | The
    Committee will meet as often as necessary to perform its duties, and at such times and places as the Committee determines. The chairperson
    of the Committee will 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 maintain written minutes of its meetings and actions by written consent, which minutes and actions will be filed with
    the minutes of the meeting of the Board.                                                                                                                                                                                                                                                                                                                                                                                                                            



|2. | 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-employee directors who are not members of the Committee. The Company’s
    CEO’s may not be present during portions of any meeting during which the CEO’s performance and compensation is being
    deliberated and determined.                                                                                                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3. | Reporting
    to the Board of Directors. The Committee will report regularly to the Board regarding its activities and recommendations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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. Specifically, at its discretion, the Committee shall have the authority
    to form and designate to a subcommittee the authority to grant equity awards to non- officer employees of the Company within guidelines
    established by the Committee from time to time. If designated, any 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 will 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5. | Compensation.
    Members of the Committee will receive such fees, if any, for their service as Committee members as may be determined by the Board
    in its sole discretion.