Exhibit 4.5


 


THE
LOVESAC COMPANY


Warrant
To Purchase Common Stock


 


Warrant
No.: 2018-UW-[01]


Number
of Shares of Common Stock: [ ]


Date
of Issuance: (“Issuance Date”)


 


The
Lovesac Company, a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Roth Capital Partners, LLC, the registered holder hereof or its
permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company,
at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any
Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any
time or times on or after the Issuance Date (the “Exercisability Date”), but not after 11:59 p.m., New York
time, on the Expiration Date (as defined below), fully paid and non-assessable shares of Common Stock (the “Warrant Shares”).
Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15.
This Warrant is an Underwriter Warrant to Purchase Common Stock (this “Warrant”) issued pursuant to (i) Section
4(e) of that certain Underwriting Agreement, dated as of [   ], 2018, by and between the Company and Roth
Capital Partners, LLC (the “Underwriting Agreement”) and (ii) the Company’s Registration Statement on
Form S-1 File No.: 333-_____________).


 


1.  EXERCISE
OF WARRANT.


 


(a)  Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section
1(f)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, in whole or in part (but
not as to fractional shares), by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise
Notice”) of the Holder’s election to exercise this Warrant. No ink-original Exercise Notice shall be required,
nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. Except in connection
with a cashless exercise pursuant to Section 1(c), the Holder shall, upon delivery of such Exercise Notice, pay to the
Company an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is
being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds. The
Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the
event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant
to the Company for cancellation within a reasonable time after such exercise, but in any event within five (5) Trading Days of
the delivery of the Exercise Notice. On or before the first (1st) Trading Day following the date on which the Company
has received the Exercise Notice and, except in connection with a cashless exercise pursuant to Section 1(c), the Aggregate
Exercise Price (the date upon which the Company has received the Exercise Notice and, if applicable, the Aggregate Exercise Price,
the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation
of receipt of the Exercise Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer
Agent”). The Company shall deliver any objection to the Exercise Notice on or before the first (1st) Trading Day following
the date on which the Company has received the Exercise Notice. On or before the second (2rd) Trading Day following
the date on which the Company has received the Exercise Notice and, except in connection with a cashless exercise pursuant to
Section 1(c), the Aggregate Exercise Price (the “Share Delivery Date”), the Company shall, (X) provided
that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities
Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend
regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of shares of Common Stock
to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC
through its Deposit Withdrawal Agent Commission system, or (Y), if the Transfer Agent is not participating in the FAST Program
or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight
courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in
the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such
exercise. Upon delivery of the Exercise Notice and, except in connection with a cashless exercise pursuant to Section 1(c),
payment of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are
credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the
case may be. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges)
that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided,
however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved
in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate
thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this
Warrant or receiving Warrant Shares upon exercise hereof.


 






    


     


    

 


(b)
  Exercise Price. For purposes of this Warrant, “Exercise Price”
means $[120% of Public IPO Price] per share of Common Stock, subject to adjustment as provided herein.


 


(c)
  Cashless Exercise. This Warrant may be exercised at any time or from time to
time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number
of Warrant Shares calculated in accordance with the following formula:


 


X
= Y [(A-B)/A]


 


where:


 


(A)
= the Weighted Average Price for shares of Common Stock for the Trading Day immediately prior to the date of delivery of the Exercise
Notice;


 


(B)
= the Exercise Price of this Warrant, as adjusted; and


 


(X)
= the number of Warrant Shares to be issued to the Holder.


 


(Y)
= the number of Warrant Shares with respect to which this Warrant is being exercised.


 


For
purposes of Rule 144 promulgated under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that
the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the holder, and the holding
period for the Warrant shall be deemed to have commenced, on the date the applicable warrant was originally issued.


 






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(d)
  Company’s Failure to Timely Deliver Securities. If the Company shall fail
for any reason or for no reason to issue to the Holder within three (3) Trading Days of the Exercise Date a certificate for the
number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s
share register or to credit the Holder’s balance account with DTC for such number of shares of Common Stock to which the
Holder is entitled upon the Holder’s exercise of this Warrant, and if on or after such Trading Day the Holder purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Warrant
Shares that the Holder anticipated receiving from the Company upon such exercise (a “Buy-In”), then the Company
shall, within three (3) Trading Days after the Holder’s written request and in the Holder’s discretion, either (i)
pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and out-of-pocket
expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s
obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation
to deliver to the Holder a certificate or certificates representing such Warrant Shares and pay cash to the Holder in an amount
equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the
Weighted Average Price (as reported by Bloomberg) on the date of the event giving rise to the Company’s obligation to deliver
such certificate. Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required
pursuant to the terms hereof.


 


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


 


(f)
  Beneficial Ownership. The Company shall not effect the exercise of this Warrant,
and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such
Person (together with such Person’s affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”)
of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of shares of Common Stock beneficially owned by such Person and its affiliates shall include the number of
shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being
made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion
of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation,
any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance
with Section 13(d) of the Exchange Act, and the Holder is solely responsible for any schedules required to be filed in accordance
therewith. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely
on the number of outstanding shares of Common Stock as reflected in the most recent of (1) the Company’s most recent Form
10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may
be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting
forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder,
where such request indicates that it is being made pursuant to this Warrant, the Company shall within two (2) Trading Days confirm
to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock
shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by
the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written
notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not
in excess of 9.99% specified in such notice; provided that any such increase will not be effective until the sixty-first (61st)
day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation.


 






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2.  ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.


 


The
Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a)
  Voluntary Adjustment by Company. The Company may, but shall have no obligation
to, at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time
deemed appropriate by the Board of Directors of the Company.


 


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


 


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


 


3.  PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)
  Purchase Rights. In addition to any adjustments pursuant to Section 2
above, if at any time prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or
rights to purchase stock, warrants, securities or other property to the record holders of any class of Common Stock on a pro rata
basis (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares
of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on the exercise of this Warrant)
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or
sale of such Purchase Rights.


 






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(b)
  Fundamental Transactions. The Company shall not enter into or be party to a Fundamental
Transaction unless the Successor Entity assumes in writing (unless the Company is the Successor Entity) all of the obligations
of the Company under this Warrant in accordance with the provisions of this Section 3(b) pursuant to written agreements
in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction,
including agreements to deliver to the Holder in exchange for such Warrant a security of the Successor Entity evidenced by a written
instrument substantially similar in form and substance to this Warrant and reflecting the satisfaction of the other requirements
of this Section 3(b). Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be
substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to
the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company
and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had
been named as the Company herein. Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the
Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the Fundamental
Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) issuable upon the exercise
of the Warrant prior to such Fundamental Transaction, such shares of the Successor Entity (including its Parent Entity) (or other
securities, cash, assets or other property) which the Holder would have been entitled to receive upon the happening of such Fundamental
Transaction had this Warrant been exercised for cash immediately prior to such Fundamental Transaction, as adjusted in accordance
with the provisions of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation
of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other
assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make
appropriate provision to ensure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at
any time after the consummation of the Corporate Event but prior to the Expiration Date, in lieu of shares of Common Stock (or
other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Corporate Event,
such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription
rights) which the Holder would have been entitled to receive upon the happening of such Corporate Event had this Warrant been
exercised for cash immediately prior to such Corporate Event. Any provision made pursuant to the preceding sentence shall be in
a form and substance reasonably satisfactory to the Holder.


 


(c)
  Applicability to Successive Transactions. The provisions of this Section shall
apply similarly and equally to successive Fundamental Transactions and Corporate Events and shall be applied without regard to
any limitations on the exercise of this Warrant.


 






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4.  NONCIRCUMVENTION.


 


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


 


5.  WARRANT
HOLDER NOT DEEMED A STOCKHOLDER.


 


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


 


6.  REISSUANCE
OF WARRANTS.


 


(a)
  Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender
this Warrant to the Company and deliver the completed and executed Assignment Form, in the form attached hereto as Exhibit
B, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section
6(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred
by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant are being transferred, a new Warrant
(in accordance with Section 6(d)) to the Holder representing the right to purchase the number of Warrant Shares not being
transferred. The acceptance of the new Warrant by the transferee thereof shall be deemed the acceptance by such transferee of
all of the rights and obligations in respect of the new Warrant that the Holder has in respect of this Warrant.


 


(b)
  Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or
destruction, of any indemnification undertaking by the Holder to the Company in reasonable and customary form and, in the case
of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant
(in accordance with Section 6(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.


 






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(c)
  Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender
hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 6(d))
representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new
Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of
such surrender; provided, however, that no Warrants for fractional shares of Common Stock shall be given.


 


(d)
  Issuance of New Warrants. Whenever the Company is required to issue a new Warrant
pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as
indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case
of a new Warrant being issued pursuant to Section 6(a) or Section 6(c), the Warrant Shares designated by the Holder
which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance,
does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on
the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this
Warrant.


 


7.  Securities
Law Reporting Requirements.


 


The
Company covenants and agrees that it will comply with the reporting requirements of Sections 13 and 15(d) of the Exchange Act
and will comply with all other public information reporting requirements of the Securities and Exchange Commission (including
Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) from time to time
in effect and applicable to the Company and relating to the availability of an exemption from the Securities Act for the sale
of restricted securities.


 


8.  NOTICES.


 


Whenever
notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in writing, and
(a) if delivered within the domestic United States by first-class registered or certified airmail, or nationally recognized overnight
express courier, postage prepaid, or by facsimile or email or (b) if delivered from outside the United States, by International
Federal Express or facsimile, and (c) will be deemed given upon the earlier of actual receipt or (i) if delivered by first-class
registered or certified mail domestic, three (3) Business Days after so mailed, (ii) if delivered by nationally recognized overnight
carrier, one (1) Business Day after so mailed, (iii) if delivered by International Federal Express, two (2) Business Days after
so mailed and (iv) if delivered by facsimile or email, upon electronic confirmation of receipt, and will be delivered and addressed
as follows:


 


(i)
if to the Company, to:


 


	 	The
        Lovesac Company

        Two
        Landmark Square, Suite 300

        Stamford,
        Connecticut 06901

        Attention:
        Chief Financial Officer

        E-Mail:
donna@lovesac.com

	 	 


(ii)
if to the Holder, at the address of the Holder appearing on the books of the Company.


 






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9.  AMENDMENT
AND WAIVER.


 


Except
as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited,
or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the
Holder.


 


10.  GOVERNING
LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.


 


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


 


11.  CONSTRUCTION;
HEADINGS.


 


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


 


12.  DISPUTE
RESOLUTION.


 


In
the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall submit the disputed determinations or arithmetic calculations via email or facsimile within two (2) Trading Days of receipt
of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable
to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within five (5) Trading Days of such
disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Trading
Days submit via e-mail or facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment
bank selected by the Company and approved by the Holder, which approval shall not be unreasonably withheld, or (b) the disputed
arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause the
investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and
the Holder of the results no later than ten (10) Trading Days from the time it receives the disputed determinations or calculations.
The prevailing party (which, for purposes of this Warrant, is the party whose determinations or calculations is closest to those
of the investment bank or the accountant, as the case may be) in any dispute resolved pursuant to this Section 12 shall
be entitled to the full amount of all reasonable expenses, including all costs and fees paid or incurred in good faith, in relation
to the resolution of such dispute. Such investment bank’s or accountant’s determination or calculation, as the case
may be, shall be binding upon all parties absent demonstrable error.


 






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13.  REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.


 


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


 


14.  TRANSFER.


 


Subject
to applicable laws and the restrictions set forth in this Section 14, this Warrant may be offered for sale, sold, transferred
or assigned without the consent of the Company. The Holder agrees that, pursuant to the Lock-Up Period (as defined below) contained
in Rule 5110(g)(1) of the Financial Industry Regulatory Authority, Inc. (“FINRA”), it will not (a) sell, transfer,
assign, pledge, hypothecate or otherwise transfer this Warrant (including any Warrant Shares issued or issuable hereunder) other
than to a bona fide officer or partner of the Holder or any selected dealer in connection with the offering contemplated by the
Underwriting Agreement, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Warrant or any Warrant
Shares issued or issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would
result in the effective economic disposition of this Warrant or any Warrant Shares issued or issuable hereunder, except as provided
for in FINRA Rule 5110(g)(2). As used herein, the term “Lock-Up Period” means the period beginning on the date
that the registration statement registering this Warrant is declared effective by the Securities and Exchange Commission (the
“Effective Date”) and ending on the one hundred eighty day anniversary of the Effective Date. In addition,
notwithstanding the other terms of this Warrant or any agreement between the Company and the Holder, the Holder agrees that, as
required by FINRA Rule 5110(f)(2)(G): (i) this Warrant may not be exercised more than five years from the Effective Date; (ii)
the Holder shall not have more than one demand registration right at the Company’s expense; (iii) the Holder shall not have
the right to demand registration of this Warrant or the Warrant Shares more than five years from the earlier of the Effective
Date or the commencement of sales of the public offering contemplated by the Underwriting Agreement; (iv) the Holder shall not
have the right to piggyback registration with respect to this Warrant or the Warrant Shares more than seven years from the earlier
of the Effective Date or the commencement of sales of the public offering contemplated by the Underwriting Agreement; (v) this
Warrant may not have anti-dilution terms that allow the Holder and related persons to receive more shares or to exercise at a
lower price than originally agreed upon at the time of the public offering, when the public shareholders have not been proportionally
affected by a stock split, stock dividend, or other similar event; and (vi) this Warrant may not have anti-dilution terms that
allow the Holder and related persons to receive or accrue cash dividends prior to the exercise or conversion of this Warrant.


 


15.  CERTAIN
DEFINITIONS.


 


For
purposes of this Warrant, the following terms shall have the following meanings:


 


		(a)	“Bloomberg”
                                         means Bloomberg Financial Markets.



 


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



 






    	 	9	 



     


    

 


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



 


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



 


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



 


		(f)	“Expiration
                                         Date” means the fifth (5th) anniversary of the Exercisability Date or, if such
                                         date falls on a day other than a Trading Day or on which trading does not take place
                                         on the Principal Market, or, if the Principal Market is not the principal trading market
                                         for the Common Stock, then on the principal securities exchange or securities market
                                         on which the Common Stock is then traded (a “Holiday”), the next date
                                         that is not a Holiday.



 


		(g)	“Fundamental
                                         Transaction” means that the Company (or, in the case of clause (vi), any “person”
                                         or “group” (as these terms are used for purposes of Sections 13(d) and 14(d)
                                         of the Exchange Act)) shall, directly or indirectly, in one or more related transactions,
                                         (i) consolidate or merge with or into (whether or not the Company is the surviving corporation)
                                         another Person (but excluding a migratory merger effected solely for the purpose of changing
                                         the jurisdiction of incorporation of the Company), or (ii) sell, assign, transfer, convey
                                         or otherwise dispose of all or substantially all of the properties or assets of the Company
                                         to another Person, or (iii) allow another Person to make a purchase, tender or exchange
                                         offer that is accepted by the holders of more than 50% of the outstanding shares of Common
                                         Stock (not including any shares of Common Stock held by the Person or Persons making
                                         or party to, or associated or affiliated with the Persons making or party to, such purchase,
                                         tender or exchange offer), or (iv) consummate a stock purchase agreement or other business
                                         combination (including, without limitation, a reorganization, recapitalization, spin-off
                                         or scheme of arrangement) with another Person whereby such other Person acquires more
                                         than 50% of the outstanding shares of Common Stock (not including any shares of Common
                                         Stock held by the other Person or other Persons making or party to, or associated or
                                         affiliated with the other Persons making or party to, such stock purchase agreement or
                                         other business combination), or (v) reorganize, recapitalize or reclassify its Common
                                         Stock, or (vi) become the “beneficial owner” (as defined in Rule 13d-3 under
                                         the Exchange Act), directly or indirectly, of 50% or more of the aggregate ordinary voting
                                         power represented by issued and outstanding Common Stock.



 


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



 


		(i)	“Parent
                                         Entity” of a Person means an entity that, directly or indirectly, controls
                                         the applicable Person and whose common stock or equivalent equity security is quoted
                                         or listed on an Eligible Market, or, if there is more than one such Person or Parent
                                         Entity, the Person or Parent Entity with the largest public market capitalization as
                                         of the date of consummation of the Fundamental Transaction.



 


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



 






    	 	10	 



     


    

 


		(k)	“Principal
                                         Market” means The Nasdaq [Global] Market.



 


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



 


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



 


		(n)	“Weighted
                                         Average Price” means, for any security as of any date, the dollar volume-weighted
                                         average price for such security on the Principal Market during the period beginning at
                                         9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces
                                         is the official open of trading), and ending at 4:00:00 p.m., New York time (or such
                                         other time as the Principal Market publicly announces is the official close of trading),
                                         as reported by Bloomberg through its “Volume at Price” function or, if the
                                         foregoing does not apply, the dollar volume-weighted average price of such security in
                                         the over-the-counter market on the electronic bulletin board for such security during
                                         the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal
                                         Market publicly announces is the official open of trading), and ending at 4:00:00 p.m.,
                                         New York time (or such other time as the Principal Market publicly announces is the official
                                         close of trading), as reported by Bloomberg, or, if no dollar volume-weighted average
                                         price is reported for such security by Bloomberg for such hours, the average of the highest
                                         closing bid price and the lowest closing ask price of any of the market makers for such
                                         security as reported in the “pink sheets” by OTC Markets Group, Inc. If the
                                         Weighted Average Price cannot be calculated for a security on a particular date on any
                                         of the foregoing bases, the Weighted Average Price of such security on such date shall
                                         be the fair market value as mutually determined by the Company and the Holder. If the
                                         Company and the Holder are unable to agree upon the fair market value of such security,
                                         then such dispute shall be resolved pursuant to Section 12 with the term “Weighted
                                         Average Price” being substituted for the term “Exercise Price.” All
                                         such determinations shall be appropriately adjusted for any stock dividend, stock split,
                                         stock combination or other similar transaction during the applicable calculation period.



 


[Signature
Page Follows]


 






    	 	11	 



     


    

 





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


 


	 	THE
    LOVESAC COMPANY
	 	 
	 	By:
    	      
	 	Name:
    
	 	Title:
    





 






    


     


    

 


EXHIBIT
A


 


EXERCISE
NOTICE


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT
TO PURCHASE COMMON STOCK


THE
LOVESAC COMPANY


 


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


 


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


 


_____
A cash exercise, and the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in
accordance with the terms of the Warrant.


 


_____
A cashless exercise in accordance with the terms of the Warrant.


 


2.
Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms
of the Warrant and, after delivery of such Warrant Shares, _____________ Warrant Shares remain subject to the Warrant.


 


3.
Representations and Warranties. By its delivery of this Exercise Notice, the undersigned represents and warrants to the
Company that in giving effect to the exercise evidenced hereby, the Holder will not beneficially own in excess of the number of
shares of Common Stock (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted
to be owned under Section 1(f) of the Warrant.


 


	 Date:
_______________ __, ______
	 
	 	 
	 	 
	Name
    of Registered Holder	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:
	 
	 	 	 
	(Signature
        must conform in all respects to

        name
        of the Holder as specified on the face of

        the
        Warrant)

        






 






    


     


    

 


EXHIBIT
B


 


ASSIGNMENT
FORM


THE
LOVESAC COMPANY


 


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


 


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


 





	Name:	    
	 	(Please Print)
	Address:	 
	 	(Please Print)
	Dated: _______________ __, ______	 
	 	 










	Holder’s Signature:	    	 
	 	 	 
	Holder’s Address:	 	 







 


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