Exhibit 4.3


 


THIS WARRANT AND THE SHARES ISSUABLE
HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY
NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.


 


WARRANT TO PURCHASE STOCK 


 


	Corporation:	[Moving Image Technologies, Inc.]
	Number of Shares:	See below
	Class of Stock:	[Common Stock]
	Initial Exercise Price:	[The initial public offering price per share]
	Issue Date:	[_________, 201__]
	Expiration Date:	The fifth anniversary of the Closing Date




 


This
Warrant Certifies That, for good and valuable consideration, AGILITY
CAPITAL III, LLC or its registered assignee (“Holder”) is entitled to purchase the number of fully paid
and nonassessable shares of the class of securities (the “Shares”) of [Moving Image Technologies, Inc.], a [Delaware]
corporation (the “Company”) at the initial exercise price per Share (the “Warrant Price”) set forth above
and herein, and as adjusted pursuant to Article 2 of this Warrant.


 


This Warrant is being
issued to Holder in connection with that certain Loan Agreement by and between Holder and Moving Image Technologies, LLC, predecessor
to the Company, dated as of [_____, 2019] (the “Closing Date”) and as amended from time to time (the “Loan Agreement”).
The initial number of Shares issuable upon exercise of this Warrant is equal to $250,000 (the “Warrant Coverage Amount”)
divided by the Warrant Price. In addition to the foregoing, upon the occurrence of an Event of Default (as defined in the Loan
Agreement), the Warrant Coverage Amount shall increase by 10% on the date of such Event of Default, and further increased on the
30th day following such Event of Default and on each 30th day thereafter (each, a “Measurement Date”) by an additional
15% of the Warrant Coverage Amount then in effect on such Measurement Date (in compounding fashion), until the Event of Default
is cured and waived in writing by Lender (as defined in the Loan Agreement).


 


		1.	Exercise



 


1.1                    Method
of Exercise. Holder may exercise this Warrant by delivering this Warrant and a duly executed Notice of Exercise in substantially
the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right
set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares
being purchased.


 


1.2                    Conversion
Right. In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant,
in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or
other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the
fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Section 1.3.


 


1.3                    Fair
Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing
price of the Shares reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. Otherwise,
the value shall be as reasonably determined by the Board of Director of the Company in good faith.


 


1.4                    Delivery
of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder
certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new
warrant representing the Shares not so acquired.


 


1.5                    Replacement
of Warrants. On receipt 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, on delivery of an indemnity agreement reasonably satisfactory in
form and amount to the Company or, in the case of mutilation, or surrender and cancellation of this Warrant, the Company at its
expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.


 






    1.


     


    

 


		2.	Adjustments To The Shares.



 


2.1                    Dividends.
If the Company declares or pays a dividend on its capital stock or other securities, then upon exercise of this Warrant, for each
Share acquired, Holder shall receive, without cost to Holder, the property to which Holder would have been entitled had Holder
owned the Shares of record as of the date the dividend occurred.


 


2.2                    Reclassification,
Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the
number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive,
upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for
the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event.
The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant
shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this
Article 2 including, without limitation, adjustments to the Warrant Price. The provisions of this Section 2.2 shall
similarly apply to successive reclassifications, exchanges, substitutions, or other events. Upon the closing of any Acquisition
the successor entity shall assume the obligations of this Warrant, and then this Warrant shall be exercisable for the same securities,
cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if
such Shares were outstanding on the record date for the Acquisition and subsequent closing.


 


2.3                    Adjustments
for Combinations, Etc. If at any time while this Warrant, or any portion thereof, remains outstanding and unexpired, the outstanding
Shares are reverse-split, combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant
Price shall be proportionately increased and the number of Shares issuable upon exercise or conversion of this Warrant shall be
proportionately decreased. If the outstanding Shares are split, combined or consolidated, by reclassification or otherwise, into
a greater number of shares, the Warrant Price shall be proportionately decreased and the number of Shares issuable upon exercise
of or conversion of this Warrant shall be proportionately increased.


 


2.4                    No
Impairment. The Company shall not, by amendment of its Articles/Certificate of Incorporation or through a reorganization,
transfer of assets, consolidation, merger, 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 to be observed or performed under this Warrant by the Company, but
shall at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action
as may be necessary or appropriate to protect Holder’s rights under this Article against impairment. If the Company takes
any action affecting the Shares or its common stock other than as described above that adversely affects Holder’s rights
under this Warrant, the Warrant Price shall be adjusted downward and the number of Shares issuable upon exercise of this Warrant
shall be adjusted upward in such a manner that the aggregate Warrant Price of this Warrant is unchanged.


 


2.5                    Certificate
as to Adjustments. Upon each adjustment of the Warrant Price or the Shares, the Company at its expense shall promptly compute
such adjustment, and furnish Holder with a certificate of its Chief Financial Officer or other authorized officer setting forth
such adjustment and the facts upon which such adjustment is based and the Warrant Price in effect upon the date thereof and the
type and number of Shares issuable under the Warrant on the date thereof.


 


		3.	Representations And Covenants Of The Company.



 


3.1                  Representations
and Warranties. The Company represents and warrants to the Holder that all Shares that may be issued upon the exercise of
the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon
issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances.


 






    2.


     


    

 


3.2                  Notice
of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon its common stock,
whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription
pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights;
(c) to effect any reclassification or recapitalization of common stock; or (d) effectuate an Acquisition or sell, lease,
license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; then, in connection with each
such event, the Company shall give Holder (1) at least 15 days prior written notice of the date on which a record will
be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock
will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above;
and (2) in the case of the matters referred to in (c) and (d) above at least 15 days prior written notice of the date when
the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common
stock for securities or other property deliverable upon the occurrence of such event).


 


3.3                    Information
Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder (a) promptly
after mailing, copies of all communiqués to the shareholders of the Company, (b) promptly after delivery to any commercial
bank or other financial institution that provides working capital financing to the Company, quarterly and annual financial statements
of the Company (or if the Company does not have a commercial bank or other financial institution that provides it working capital,
then within one hundred twenty (120) days after the end of each fiscal year of the Company, the annual financial statements of
the Company); provided however the Company need not provide such information for any period in which Company has filed Form 10-K
or Form 10-Q (as applicable) with the Securities and Exchange Commission.


 


		4.	Miscellaneous.



 


4.1                    Term.
This Warrant is exercisable, in whole or in part, at any time and from time to time on or before the Expiration Date set forth
above.


 


4.2                   
Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of
the Shares, if any) shall be imprinted with a legend in substantially the following form:


 


THIS SECURITY HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.


 


4.3                    Compliance
with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise this Warrant (and the securities issuable,
directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without
compliance with applicable federal and state securities laws by the transferor and the transferee.


 


4.4                    Transfer
Procedure. Subject to the provisions of Section 4.3, Holder may transfer all or part of this Warrant or the Shares issuable
upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving
the Company written notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification
number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder, if applicable),
provided that no such notice shall be required for a transfer to an affiliate of Holder.


 


4.5                    Waiver.
This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination is sought.


 


4.6                    Attorneys’
Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing
in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’
fees.


 






    3.


     


    

 


4.7                    Notices.
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery
to the party to be notified, (b) when confirmed as received by the recipient if sent by electronic mail, (c) three (3) days after
having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All notices
shall be sent to the party to be notified at the address as set forth below or at such other address address as such party may
designate in writing to the other party:


 


	If to Holder:	Agility Capital III, LLC
	 	10 East Figueroa Street, Suite 204
	 	Santa Barbara, CA 93101
	 	Attn: Jeff Carmody/Daniel Corry
	 	Email: jeff@agilitycap.com; daniel@agilitycap.com
	 	 
	If to Company:	[Moving Image Technologies, Inc.]
	 	17760 Newhope Street
	 	Fountain Valley, CA 92708
	 	Attn: ______________________
	 	Email: _____________________




 


4.8                    Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving
effect to its principles regarding conflicts of law.


 


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of this page intentionally left blank]


 






    4.


     


    

 


IN WITNESS WHEREOF,
the Company has duly executed this Warrant to Purchase Stock as of the Issue Date set forth above.


 


	 	[Moving Image Technologies, Inc.]
	 	 
	 	By:	 
	 	 
	 	Name:	 
	 	 
	 	Title:	 






 






    5.


     


    

 


APPENDIX
1


 


NOTICE
OF EXERCISE


 


1.             The
undersigned hereby elects to purchase ______________ shares of the ____________ Stock of [Moving Image Technologies, Inc.] pursuant
to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full.


 


1.             The
undersigned hereby elects to convert the attached Warrant into Shares in the manner specified in Section 1.2 of the Warrant. This
conversion is exercised with respect to ______________ of the Shares covered by the Warrant.


 


[Strike paragraph that
does not apply.]


 


2.             Please
issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified
below:


 


AGILITY CAPITAL III, LLC


Or Registered Assignee


 


3.             The
undersigned represents it is acquiring the shares solely for its own account and not as a nominee for any other party and not with
a view toward the resale or distribution thereof except in compliance with applicable securities laws.


 


	AGILITY CAPITAL III, LLC or Registered Assignee	 
	 	 
	 	 
		 
	(Signature)	 
	 	 
	 	 
		 
	(Date)