Exhibit 10.2


 


WARRANT AGENCY AGREEMENT


 


WARRANT AGENCY AGREEMENT (this
 “Warrant Agreement”) dated as of December 1, 2022 (the “Issuance Date”) between WiSA Technologies, Inc.,
a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant
Agent”).


 


WHEREAS, pursuant to
the terms of that certain placement agency agreement (the “Placement Agency Agreement”), dated November 29, 2022,
by and between the Company and Maxim Group LLC, as exclusive placement agent, the Company is engaged in a public offering (the “Offering”)
of (x) up to 50,400,000 units (the “Units”), with each Unit consisting of (i) one share of common stock,
par value $0.0001 per share (the “Common Stock”), of the Company and (ii) two common stock purchase warrants,
consisting of one Series A common stock purchase warrant (the “Series A Common Warrant”) and one Series B
common stock purchase warrant (the “Series B Common Warrant” and, together with Series A Common Warrant,
the “Common Warrants”), each Common Warrant exercisable for one share of Common Stock; and (y) up to 3,600,000
pre-funded units (the “Pre-Funded Units”), with each Pre-Funded Unit consisting of (i) one pre-funded warrant
exercisable for one share of Common Stock at an exercise price of $0.001 per share (the “Pre-Funded Warrants”, together
with the Common Warrants, the “Warrants”), (ii) one Series A Common Warrant and (iii) one Series B
Common Warrant;


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1
(File No. 333-268085) (as the same may be amended from time to time, the “Registration Statement”), for the registration
under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, Pre-Funded Units, shares of Common
Stock, Pre-Funded Warrants, Warrants and shares of Common Stock issuable upon exercise of the Warrants and Pre-Funded Warrants included
in the Units and Pre-Funded Units, as applicable (the “Warrant Shares”), and such Registration Statement was declared
effective on November 29, 2022;


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set
forth in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;


 


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


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Warrant Agreement.


 


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


 


1. Appointment of Warrant
Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in
this Warrant Agreement (and no implied terms or conditions).


 


2. Warrants. The Warrants
shall be registered securities and shall initially be evidenced by a global certificate in the form of Exhibit A1 (as it relates
to the Series A Common Warrants), Exhibit A2 (as it relates to the Series B Common Warrants) or Exhibit A3
(as it relates to the Pre-Funded Warrants) (the “Global Certificate”) attached to this Warrant Agreement, which shall
be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the
name of Cede & Co., a nominee of DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants,
the Company shall instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants
are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company shall instruct the
Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global Certificate or Certificates,
and the Company shall instruct the Warrant Agent to deliver to DTC separate certificates evidencing Warrants (“Definitive Certificates”
and, together with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system.
The Definitive Certificates, together with the form of election to purchase Common Stock (the “Notice of Exercise”)
and the form of assignment to be printed on the reverse thereof, shall be substantially in the form of Exhibit B1 (as it relates
to the Series A Common Warrants), Exhibit B2 (as it relates to the Series B Common Warrants) or Exhibit B3
(as it relates to the Pre-Funded Warrants) attached hereto.


 






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2.1. Issuance and Registration
of Warrants.


 


2.1.1. Warrant Register.
The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the registration
of transfer of the Warrants.


 


2.1.2. Issuance of Warrants.
Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry
settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of security entitlements
in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and
(ii) by institutions that have accounts with DTC (each, a “Participant”). A Holder has the right to elect at any
time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate Request Notice (as defined below). Upon
written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in
book entry form for a Definitive Certificate evidencing the same number of Warrants, which request shall be in the form attached hereto
as Annex A1 (as it relates to the Series A Common Warrants), Annex A2 (as it relates to the Series B Common Warrants)
or Annex A3 (as it relates to the Pre-Funded Warrants) (such notice, the “Warrant Certificate Request Notice”
and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date”
and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number
of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect the
Warrant Exchange and shall promptly issue and deliver to the Holder a Definitive Certificate for such number of Warrants in the name set
forth in the Warrant Certificate Request Notice. Such Definitive Certificate shall be dated the original issue date of the Warrants and
shall be manually executed by an authorized signatory of the Company and shall be in the form attached hereto as Exhibit B1 (as
it related to the Series A Common Warrants), Exhibit B2 (as it related to the Series B Common Warrants) or Exhibit B3 (as
it relates to the Pre-Funded Warrants). In connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant
Agent to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice
pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”).
If the Company fails for any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate
Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as
a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of
the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the third
Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive
Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding
the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in”
penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant
Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to
the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions
of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. In the event a beneficial owner requests
a Warrant Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent shall continue to act as warrant agent and the
terms of the paper Definitive Certificate so issued shall exclusively govern in respect thereof.


 


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


 






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


 


2.1.5. Registration of Transfer.
Subject to the provisions of the Warrants, at any time at or prior to the Termination Date (as defined below), a transfer of any Warrants
may be registered and any Warrant Certificate or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate
or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder
desiring to register the transfer of Warrants or to split up, combine or exchange any Warrant Certificate shall make such request in writing
delivered to the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates evidencing the
Warrants the transfer of which is to be registered or that is or are to be split up, combined or exchanged and, in the case of registration
of transfer, shall provide a signature guarantee. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled thereto
a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Company and the Warrant Agent may require payment,
by the Holder requesting a registration of transfer of Warrants or a split-up, combination or exchange of a Warrant Certificate (but,
for purposes of clarity, not upon the exercise of the Warrants and issuance of Warrant Shares to the Holder), of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with such registration of transfer, split-up, combination or exchange,
together with reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto.


 


2.1.6. Loss, Theft and Mutilation
of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the loss,
theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security in customary
form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender
to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant Agent shall, on behalf of the Company, countersign
and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.
The Warrant Agent may charge the Holder an administrative fee for processing the replacement of lost Warrant Certificates, which shall
be charged only once in instances where a single surety bond obtained covers multiple certificates. The Warrant Agent may receive compensation
from the surety companies or surety agents for administrative services provided to them.


 


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


 


3. Terms and Exercise of Warrants.


 


3.1. Exercise Price.
Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant Agreement,
to purchase from the Company the number of shares of Common Stock stated therein, at the exercise price provided in the applicable Warrant
Certificate, subject to the subsequent adjustments provided by Section 3 of the Warrant Certificates. The term “Exercise
Price” as used in this Warrant Agreement refers to the price per share at which shares of Common Stock may be purchased at the
time a Warrant is exercised as provided in the applicable Warrant Certificate.


 






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3.2. Duration of Warrants.
The Warrants may be exercised only during the period (“Exercise Period”) commencing on the Initial Exercise Date as
defined in the applicable Warrant Certificate and ending on the Termination Date. For purposes of this Warrant Agreement, the “Termination
Date” shall have the meaning set forth in the applicable Warrant Certificate. Each Warrant not exercised on or before the Termination
Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close
of business on the Termination Date.


 


3.3. Exercise of Warrants.


 


3.3.1. Exercise and Payment.
(a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf
of a Holder) may exercise Warrants by delivering to the Warrant Agent, a duly executed facsimile copy or PDF copy submitted by e-mail
(or e-mail attachment) of the Notice of Exercise in the form annexed to the Warrant Certificate. In the case of the Holder of a Global
Certificate, the Holder shall deliver the executed Notice of Exercise and payment of the Exercise Price pursuant to Section 2(a) and
Section 2(b) of the Warrant Certificates (other than in the case of a Cashless Exercise). Notwithstanding any other provision
in this Warrant Agreement, a holder whose interest in a Warrant is a beneficial interest in a Global Certificate held in book-entry form
through the DTC (or another established clearing corporation performing similar functions), shall effect exercises by delivering to the
DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to
effect exercise that are required by the DTC (or such other clearing corporation, as applicable). The Company acknowledges that the bank
accounts maintained by the Warrant Agent in connection with the services provided under this Warrant Agreement will be in its name and
that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of
funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise
Price. The “Exercise Date” will be the date on which the materials in the foregoing sentence are received by the Warrant
Agent (if by 5:00 P.M., New York City time), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any
earlier date written on the materials. If the materials discussed in this Section 3.3.1 are received or deemed to be received after
the Termination Date, the exercise thereof will be null and void and any funds delivered to the Company will be returned to the Holder
or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Company in
respect of an exercise or attempted exercise of the Warrants. (b) The Common Warrants shall cease to be exercisable and shall terminate
and become void and callable as set forth in the applicable Warrant Certificate.


 


3.3.2. Issuance of Warrant Shares.


 


(a) The Warrant
Agent shall, by 11:00 a.m., New York City time, on the Trading Day following the date of exercise of any Warrant, advise the Company and
the transfer agent and registrar for the Company’s Common Stock (the “Transfer Agent”), in respect of (i) the
number of Warrant Shares indicated on the Notice of Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii) the
instructions of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant
Shares and the number of Warrants that remain outstanding after such exercise and (iii) such other information as the Company or
the Transfer Agent shall reasonably request.


 


(b) Upon the
Warrant Agent’s receipt, at or prior to the Close of Business on the Termination Date set forth in a Warrant Certificate, of the
executed Notice of Exercise, accompanied by payment of the Exercise Price pursuant to Section 2(b) of the Warrant Certificate
(other than in the case of a Cashless Exercise), the Warrant Agent shall cause the Warrant Shares underlying such Warrant to be delivered
to or upon the order of the Holder of such Warrant, registered in such name or names as may be designated by such Holder, no later than
the Warrant Share Delivery Date. If the Company is then a participant in the DWAC system and either (A) there is an effective registration
statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being
exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder.


 






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3.3.3. Valid Issuance.
All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreement shall be validly
issued, fully paid and non-assessable.


 


3.3.4. No Fractional Shares
or Scrip. No fractional Warrant Shares or scrip representing fractional shares shall be issued upon the exercise of the Warrant. As
to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or
round up to the next whole share.


 


3.3.5. Charges, Taxes, and
Expenses. Issuance of Warrant Shares shall be made without charge to a Holder for any issue or transfer tax or other incidental expense
in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares
shall be issued in the name of a Holder or in such name or names as may be directed by a Holder; provided, however, that in the event
that Warrant Shares are to be issued in a name other than the name of a Holder, the Warrant, when surrendered for exercise, shall be accompanied
by the Assignment Form attached to the Warrant duly executed by the Holder and the Company may require, as a condition thereto, the
payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required
for same-day processing of any Notice of Exercise and all fees to DTC (or another established clearing corporation performing similar
functions) required for same-day electronic delivery of the Warrant Shares.


 


3.3.6. Date of Issuance.
The Company will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the date of exercise of any Warrant, except
that, if such date of exercise is a date when the stock transfer books of the Company are closed, such person shall be deemed to have
become the holder of such shares at the open of business on the next succeeding date on which the stock transfer books are open.


 


3.3.7. Cashless Exercise
Under Certain Circumstances. The Company shall provide to the Warrant Agent and each Holder prompt written notice of any time that
there is no effective registration statement covering the Warrants and the Warrant Shares thereunder.


 


Upon receipt of a Notice of
Exercise for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Notice of Exercise to the Company to confirm the
number of Warrant Shares issuable in connection with the cashless exercise. The Company shall promptly calculate and transmit to the Warrant
Agent in a written notice, and the Warrant Agent shall have no duty, responsibility or obligation under this section to calculate, the
number of Warrant Shares issuable in connection with any cashless exercise. The Warrant Agent shall be entitled to rely conclusively on
any such written notice provided by the Company, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to
be taken by it in accordance with such written instructions or pursuant to this Warrant Agreement.


 


3.3.8. Disputes. In the
case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares issuable
in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares that are not disputed.


 


3.3.9. Beneficial Ownership
Limitation. A Holder shall not have the right to exercise any Warrants to the extent that after giving effect to the issuance of Warrant
Shares after exercise as set forth on the applicable Notice of Exercise, such Holder or a person holding through such Holder, and any
other persons acting as a group together with that Holder or person or any of that Holder’s or person’s Affiliates), would
beneficially own in excess of the Beneficial Ownership Limitation (as that term is defined in the Warrant) pursuant to Section 2(e) of
the Warrant Certificates.


 


4. Adjustments. The
Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time
to time as provided in Section 3 of the Warrant Certificate. All Warrants originally issued by the Company subsequent to any adjustment
made to the Exercise Price pursuant to the Warrant shall evidence the right to purchase, at the adjusted Exercise Price, the number of
shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided
herein. Whenever the Exercise Price or the number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as
provided in this Section 4, the Company shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant
as so adjusted, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with
the Transfer Agent a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of
a Warrant.


 






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5. Restrictive Legends;
Fractional Warrants. In the event that a Warrant Certificate surrendered for transfer bears a restrictive legend, the Warrant Agent
shall not register that transfer until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer
may be made and indicating whether the Warrants must also bear a restrictive legend upon that transfer. The Company shall not issue fractions
of Warrants or distribute a Global Certificate or Warrant Certificates that evidence fractional Warrants. Whenever any fractional Warrant
would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction
either up or down to the nearest whole Warrant. The Warrant Agent shall not be required to effect any registration of transfer or exchange
which will result in the transfer of or delivery of a Warrant Certificate for a fraction of a Warrant. The Company shall not issue fractions
of shares of Common Stock upon exercise of Warrants or distribute stock certificates that evidence fractional shares of Common Stock.
Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance or distribution
in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificates.


 


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


 


6.1. No Rights as Shareholder.
Except as otherwise specifically provided herein and in accordance with Section 5(a) of the Warrant Certificates, a Holder,
solely in its capacity as a holder of Warrants, shall not be entitled to vote or receive dividends or be deemed the holder of share capital
of the Company for any purpose, nor shall anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in
its capacity as the registered holder of Warrants, any of the rights of a shareholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of stock, reclassification of share capital, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights or rights to participate in new issues
of shares, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise
of Warrants.


 


6.2. Reservation of Common
Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock pursuant
to Section 5(d) of the Warrant Certificates.


 


7. Concerning the Warrant
Agent and Other Matters.


 


7.1. Any instructions given
to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing by the Company as
soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing
to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section 7.1.


 


7.2. (a) Whether or not
any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company shall pay to the Warrant
Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s out of pocket expenses
in connection with this Warrant Agreement, including, without limitation, the reasonable fees and expenses of the Warrant Agent’s
counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive rates, these
charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of the Warrant
Agent’s billing systems. (b) All amounts owed by the Company to the Warrant Agent under this Warrant Agreement are due within
30 days of the invoice date. Delinquent payments are subject to a late payment charge of one and one-half percent (1.5%) per month commencing
45 days from the invoice date. The Company agrees to reimburse the Warrant Agent for any reasonable attorney’s fees and any other
costs associated with collecting delinquent payments. (c) No provision of this Warrant Agreement shall require Warrant Agent to expend
or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Warrant Agreement
or in the exercise of its rights.


 






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7.3. As agent for the Company
hereunder the Warrant Agent: (a) shall have no duties or obligations other than those specifically set forth herein or as may subsequently
be agreed to in writing by the Warrant Agent and the Company; (b) shall be regarded as making no representations and having no responsibilities
as to the validity, sufficiency, value, or genuineness of the Warrants or any Warrant Shares; (c) shall not be obligated to take
any legal action hereunder; if, however, the Warrant Agent determines to take any legal action hereunder, and where the taking of such
action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished
with an indemnity reasonably satisfactory to it; (d) may rely on and shall be fully authorized and protected in acting or failing
to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security
delivered to the Warrant Agent and believed by it to be genuine and to have been signed by the proper party or parties; (e) shall
not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto;
(f) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations
relating to the Warrants, including without limitation obligations under applicable securities laws; (g) may rely on and shall be
fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter
relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers
of the Company, and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from
the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s
duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications
by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed
to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or
such omission shall be effective; the Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in
accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less
than five (5) Business Days after the date such application is sent to the Company, unless the Company shall have consented in writing
to any earlier date) unless prior to taking any such action, the Warrant Agent shall have received written instructions in response to
such application specifying the action to be taken or omitted; (h) may consult with counsel satisfactory to the Warrant Agent, including
its in-house counsel, and the advice of such counsel shall be full and complete authorization and protection in respect of any action
taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of such counsel; (i) may perform any
of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it shall not be liable
or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable
care by it in connection with this Warrant Agreement; (j) is not authorized, and shall have no obligation, to pay any brokers, dealers,
or soliciting fees to any person; and (k) shall not be required hereunder to comply with the laws or regulations of any country other
than the United States of America or any political subdivision thereof.


 


7.4. (a) In the absence
of gross negligence or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for any action taken, suffered,
or omitted by it or for any error of judgment made by it in the performance of its duties under this Warrant Agreement. Anything in this
Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect, incidental, consequential
or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised
of the possibility of such losses or damages and regardless of the form of action. Any liability of the Warrant Agent will be limited
in the aggregate to the amount of fees paid by the Company hereunder. The Warrant Agent shall not be liable for any failures, delays or
losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not limited to, acts of government,
exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil disobedience, riots, rebellions,
storms, electrical or mechanical failure, computer hardware or software failure, communications facilities failures including telephone
failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences. (b) In the event any question or
dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties under this Warrant Agreement
or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be held liable or responsible
for its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may file a suit in interpleader
or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all persons
interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory
to Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant Agent may require for such purpose, but shall
not be obligated to require, the execution of such written settlement by all the Holders and all other persons that may have an interest
in the settlement.


 






    7


     


    

 


7.5. The Company covenants
to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”)
arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses of
defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result of
the Warrant Agent’s gross negligence or willful misconduct.


 


7.6. Unless terminated earlier
by the parties hereto, this Warrant Agreement shall terminate 90 days after the earlier of the Termination Date and the date on which
no Warrants remain outstanding (the “Agreement Termination Date”). On the Business Day following the Termination Date,
the Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement. The Agent’s
right to be reimbursed for fees, charges and out-of-pocket expenses as provided in this Section 7 shall survive the termination of
this Warrant Agreement.


 


7.7. If any provision of this
Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall be construed and enforced
as if such provision had not been contained herein and shall be deemed an agreement among the parties to it to the full extent permitted
by applicable law.


 


7.8. The Company represents
and warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation; (b) the
offer and sale of the Warrants and the execution, delivery and performance of all transactions contemplated thereby (including this Warrant
Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute a default under
the articles of association, bylaws or any similar document of the Company or any indenture, agreement or instrument to which it is a
party or is bound; (c) this Warrant Agreement has been duly executed and delivered by the Company and constitutes the legal, valid,
binding and enforceable obligation of the Company; (d) the Warrants will comply in all material respects with all applicable requirements
of law; and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in connection with
the offering of the Warrants.


 


7.9. In the event of inconsistency
between this Warrant Agreement and the descriptions in the Registration Statement, as they may from time to time be amended, the terms
of this Warrant Agreement shall control. Notwithstanding anything to the contrary contained in this Warrant Agreement, in the event of
inconsistency between any provision in this Warrant Agreement and any provision in a Definitive Certificate, as it may from time to time
be amended, the terms of such Definitive Certificate shall control.


 


7.10. Set forth in Exhibit C
hereto is a list of the names and specimen signatures of the persons authorized to act for the Company under this Warrant Agreement (the
 “Authorized Representatives”). The Company shall, from time to time, certify to the Warrant Agent the names and signatures
of any other persons authorized to act for the Company under this Warrant Agreement.


 


7.11. Except as expressly
set forth elsewhere in this Warrant Agreement, all notices, instructions and communications under this Warrant Agreement shall be in writing,
shall be effective upon receipt and shall be addressed, if to the Company, to its address set forth beneath its signature to this Warrant
Agreement, or, if to the Warrant Agent, to VStock Transfer, LLC 18 Lafayette Place, Woodmere, New York 11598, or to such other address
of which a party hereto has notified the other party.


 


7.12. (a) This Warrant
Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedings relating
to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of Manhattan
in the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that any service
of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified
for notices hereunder. Each of the parties hereto hereby waives the right to a trial by jury in any action or proceeding arising out of
or relating to this Warrant Agreement. (b) This Warrant Agreement shall inure to the benefit of and be binding upon the successors
and assigns of the parties hereto. This Warrant Agreement may not be assigned, or otherwise transferred, in whole or in part, by either
party without the prior written consent of the other party, which the other party will not unreasonably withhold, condition or delay;
except that (i) consent is not required for an assignment or delegation of duties by the Warrant Agent to any affiliate of Warrant
Agent and (ii) any reorganization, merger, consolidation, sale of assets or other form of business combination by the Warrant Agent
or the Company shall not be deemed to constitute an assignment of this Warrant Agreement. (c) No provision of this Warrant Agreement
may be amended, modified or waived, except in a written document signed by both parties. The Company and the Warrant Agent may amend or
supplement this Warrant Agreement without the consent of any Holder for the purpose of curing any ambiguity, or curing, correcting or
supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions
arising under this Warrant Agreement as the parties may deem necessary or desirable and that the parties determine, in good faith, shall
not adversely affect the interest of the Holders. All other amendments and supplements shall require the vote or written consent of Holders
of at least 50.1% of the then outstanding Warrants, provided that adjustments may be made to the Warrant terms and rights in accordance
with Section 4 without the consent of the Holders.


 






    8


     


    

 


7.13. Payment of Taxes.
The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect
of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may, pursuant to the terms of the Warrant,
require the Holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering
any transfer of Warrants or any delivery of any Warrant Shares unless or until the persons requesting the registration or issuance shall
have paid to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall have established to the
reasonable satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been paid.


 


7.14. Resignation of Warrant
Agent.


 


7.14.1. Appointment of Successor
Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company and the Holders of the Warrants,
or such shorter period of time agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor
Warrant Agent, after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant Agent and the Holders
of the Warrants, or such shorter period of time as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination
or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the
Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity
by the Warrant Agent, then the Warrant Agent or any Holder may apply to any court of competent jurisdiction for the appointment of a successor
Warrant Agent at the Company’s cost. Pending appointment of a successor to such Warrant Agent, either by the Company or by such
a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent (but not including the initial
Warrant Agent), whether appointed by the Company or by such court, shall be a person organized and existing under the laws of any state
of the United States of America, in good standing, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent
hereunder, without any further act or deed, and except for executing and delivering documents as provided in the sentence that follows,
the predecessor Warrant Agent shall have no further duties, obligations, responsibilities or liabilities hereunder, but shall be entitled
to all rights that survive the termination of this Warrant Agreement and the resignation or removal of the Warrant Agent, including but
not limited to its right to indemnity hereunder. If for any reason it becomes necessary or appropriate or at the request of the Company,
the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant
Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in
and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


7.14.2. Notice of Successor
Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor
Warrant Agent and the Transfer Agent not later than the effective date of any such appointment.


 


7.14.3. Merger or Consolidation
of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which it may be consolidated or any person
resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party or any person succeeding to the shareowner
services business of the Warrant Agent or any successor Warrant Agent shall be the successor Warrant Agent under this Warrant Agreement,
without any further act or deed. For purposes of this Warrant Agreement, “person” shall mean any individual, firm, corporation,
partnership, limited liability company, joint venture, association, trust or other entity, and shall include any successor (by merger
or otherwise) thereof or thereto.


 






    9


     


    

 


8. Miscellaneous Provisions.


 


8.1. Persons Having Rights
under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise,
or agreement hereof.


 


8.2. Examination of the
Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant Agent
designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require any such holder to provide
reasonable evidence of its interest in the Warrants.


 


8.3. Counterparts.
This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


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


 


9. Certain Definitions.
As used herein, the following terms shall have the following meanings:


 


(a) “Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


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


 


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


 


(d) “Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock
Exchange (or any successors to any of the foregoing).


 


(e) “Warrant
Share Delivery Date” means the date that is the earliest of: (i) two (2) Trading Days after the delivery to the Company
of the Notice of Exercise, provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is
received by the Company one (1) Trading Day prior to such second Trading Day after the delivery of the Notice of Exercise, (ii) one
(1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising
the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, provided that payment of the aggregate Exercise
Price (other than in the instance of a cashless exercise) is received by the Company one (1) Trading Day prior to such second Trading
Day after the delivery of the Notice of Exercise.


 


[Signature Page to Follow]


 






    10


     


    

 


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


 


	 	WISA TECHNOLOGIES, INC.
	 	 	 
	 	By:	 
	 	Name:	Brett Moyer
	 	Title:	Chief Executive Officer


 


	 	VSTOCK TRANSFER, LLC
	 	 
	 	By:	    
	 	Name:	 
	 	Title:	 


 






    11


     


    

 


ANNEX A1


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: VStock Transfer, LLC, as Warrant
Agent for WiSA Technologies, Inc. (the “Company”)


 


The undersigned Holder of Series A
Common Stock Purchase Warrants (“Warrants”) in the form of Global Certificates issued by the Company hereby elects to receive
a Definitive Certificate evidencing the Warrants held by the Holder as specified below:


 


	 	1.	
    Name of Holder of Warrants in form of Global Certificates:

    ______________________________________________________________

	 	2.	
    Name of Holder in Definitive Certificate (if different from name of
    Holder of Warrants in form of Global Certificates):

    _______________________________

	 	3.	Number of Warrants in name of Holder in form of Global Certificates: ______________________________________________________________
	 	4.	Number of Warrants for which Definitive Certificate shall be issued: ______________________________________________________________
	 	5.	Number of Warrants in name of Holder in form of Global Certificates after issuance of Definitive Certificate, if any: ___________


 


	 	6.	Definitive Certificate shall be delivered to the following address:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


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


 


[SIGNATURE
OF HOLDER]


 






    12


     


    

 


	Name of Investing Entity:	 
	 	 
		 
	 	 
	Signature of Authorized Signatory of Investing Entity:	 
	 	 
	 	 
	 	 
	Name of Authorized Signatory:	 
	 	 
	 	 
	 	 
	Title of Authorized Signatory:	 
	 	 
	 	 
	 	 
	Date:	                                                                                 	 


 






    13


     


    

 


ANNEX A2


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: VStock Transfer, LLC, as Warrant
Agent for WiSA Technologies, Inc. (the “Company”)


 


The undersigned Holder of Series B
Common Stock Purchase Warrants (“Warrants”) in the form of Global Certificates issued by the Company hereby elects to receive
a Definitive Certificate evidencing the Warrants held by the Holder as specified below:


 


	 	1.	
    Name of Holder of Warrants in form of Global Certificates:

    ______________________________________________________________

	 	2.	
    Name of Holder in Definitive Certificate (if different from name of
    Holder of Warrants in form of Global Certificates):

    _______________________________

	 	3.	Number  of  Warrants  in  name  of  Holder  in form  of  Global Certificates: ______________________________________________________________
	 	4.	Number of  Warrants  for  which  Definitive  Certificate  shall  be issued: ______________________________________________________________
	 	5.	Number of Warrants in name of Holder in form of Global Certificates after issuance of Definitive Certificate, if any: ___________


 


	 	6.	Definitive Certificate shall be delivered to the following address:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


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


 


[SIGNATURE
OF HOLDER]


 






    14


     


    

 





	Name of Investing Entity:	 
	 	 
		 
	 	 
	Signature of Authorized Signatory of Investing Entity:	 
	 	 
	 	 
	 	 
	Name of Authorized Signatory:	 
	 	 
	 	 
	 	 
	Title of Authorized Signatory:	 
	 	 
	 	 
	 	 
	Date:	                                                                                 	 


 






    15


     


    

 


ANNEX A3


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: VStock Transfer, LLC, as Warrant
Agent for WiSA Technologies, Inc. (the “Company”)


 


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


 


	 	1.	
    Name of Holder of Warrants in form of Global Certificates:

    ______________________________________________________________

	 	2.	
    Name of Holder in Definitive Certificate (if different from name of
    Holder of Warrants in form of Global Certificates):

    _______________________________

	 	3.	Number of Warrants in name of Holder in form of Global Certificates: ______________________________________________________________
	 	4.	Number of Warrants for which Definitive Certificate shall be issued: ______________________________________________________________
	 	5.	Number of Warrants in name of Holder in form of Global Certificates after issuance of Definitive Certificate, if any: ___________


 


	 	6.	Definitive Certificate shall be delivered to the following address:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


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


 


[SIGNATURE
OF HOLDER]


 






    16


     


    

 





	Name of Investing Entity:	 
	 	 
		 
	 	 
	Signature of Authorized Signatory of Investing Entity:	 
	 	 
	 	 
	 	 
	Name of Authorized Signatory:	 
	 	 
	 	 
	 	 
	Title of Authorized Signatory:	 
	 	 
	 	 
	 	 
	Date:	                                                                                 	 


 






    17


     


    

 


EXHIBIT A1


 


[FORM OF GLOBAL WARRANT CERTIFICATE OF
SERIES A COMMON STOCK PURCHASE WARRANT]


 


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


 


	Certificate No.: 1	CUSIP No.: 86633R 138
	Number of Warrants: [____]	Issue Date: [_______]


 


(ATTACHED)


 






    18


     


    

 


EXHIBIT A2


 


[FORM OF GLOBAL WARRANT CERTIFICATE OF
SERIES B COMMON STOCK PURCHASE WARRANT]


 


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


 


	Certificate No.: 1	CUSIP No.: 86633R 153 
	Number of Warrants: [____]	Issue Date: [_______]


 


(ATTACHED)


 






    19


     


    

 


EXHIBIT A3


 


[FORM OF GLOBAL WARRANT CERTIFICATE OF
PRE-FUNDED WARRANT]


 


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


 


	Certificate No.: 1	CUSIP No.: 86633R 146
	Number of Warrants: [____]	Issue Date: [_______]


 


(ATTACHED)


 






    20


     


    

 


EXHIBIT B1


 


FORM OF SERIES A COMMON STOCK PURCHASE
WARRANT


 


(ATTACHED)


 






    21


     


    

 


EXHIBIT B2


 


FORM OF SERIES B COMMON STOCK PURCHASE
WARRANT


 


(ATTACHED)


 






    22


     


    

 


EXHIBIT B3


 


FORM OF PRE-FUNDED WARRANT


 


(ATTACHED)


 






    23


     


    

 


EXHIBIT C


 


AUTHORIZED REPRESENTATIVES


 


	Name	 	Title	 	Signature
	Brett Moyer 	 	Chief Executive Officer	 	 


 






    24