Exhibit 4.2


 


Wytec
International, Inc.


 


And


 


Transhare Corporation


 


as Warrant Agent


 


Warrant Agency Agreement


 


Dated as of [_____], 2022


 


WARRANT AGENCY AGREEMENT


 


WARRANT AGENCY AGREEMENT, dated as of [____], 2022
(“Agreement”) between Wytec International, Inc., a Nevada corporation (the “Company”), and Transhare
Corporation, a corporation organized under the laws of Florida (the “Warrant Agent”).


 


WITNESSETH


 


WHEREAS, pursuant to the terms of that
certain Underwriting Agreement (“Underwriting Agreement”), dated [ ], 2022, by and among the Company and EF
Hutton, division of Benchmark Investments, LLC, as representative of the underwriters set forth therein (the
“Representative”), the Company is engaged in a public offering (the “Offering”) of up to [ ]
units (each a “Unit”) with each Unit consisting of one share (collectively, the “Shares”) of
common stock of the Company, par value $0.0001 per share (the “Common Stock”), and two warrants (collectively,
the “Warrants”), each to purchase one share of Common Stock (collectively, the “Warrant
Shares”) at an exercise price of $[ ] per share, including Shares and Warrants issuable pursuant to the
underwriters’ over-allotment option;


 


WHEREAS, upon the terms and subject to the conditions
hereinafter set forth and pursuant to an effective registration statement on Form S-1, as amended (File No. 333-261838) (the “Registration
Statement”), and the terms and conditions of the Warrant Certificates, the Company wishes to issue the Warrants in book entry
form to the respective holders of the Warrants (the “Holders,” which term shall include a Holder’s transferees,
successors and assigns and “Holder” shall include, if the Warrants are held in “street name,” a Participant (as
defined below) or a designee appointed by such Participant); and


 


WHEREAS, the Shares and Warrants to be issued in
connection with the Offering shall be immediately separable and will be issued separately, but will be purchased together in the Offering;
and


 


WHEREAS, the Company wishes the Warrant Agent to
act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, registration, transfer, exchange,
exercise and replacement of the Warrants and, in the Warrant Agent’s capacity as the Company’s transfer agent, the delivery
of the Warrant Shares.


 


NOW, THEREFORE, in consideration of the premises
and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section 1. Certain Definitions. For purposes
of this Agreement, all capitalized terms not herein defined shall have the meanings hereby indicated:


 


(a) “Affiliate” has the meaning
ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


 


 


 






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(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; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed
due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or
restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic
funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers
on such day.


 


(c) “Close of Business” on any
given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not a Business Day it means 5:00
p.m., New York City time, on the next succeeding Business Day.


 


(d) “Person” means an individual,
corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization, government or political
subdivision thereof or governmental agency or other entity.


 


(e) “Warrant Certificate” means
a certificate in substantially the form attached as Exhibit 1 hereto, representing such number of Warrant Shares as is indicated
therein, provided that any reference to the delivery of a Warrant Certificate in this Agreement shall include delivery of a Definitive
Certificate or a Global Warrant (each as defined below).


 


All other capitalized terms used but not otherwise
defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.


 


Section 2. Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the terms and conditions hereof, and
the Warrant Agent hereby accepts such appointment.


 


Section 3. Global Warrants.


 


(a) The Warrants shall be registered securities and
shall be evidenced by a global warrant (the “Global Warrants”), in the form of the Warrant Certificate, which shall
be deposited with the Warrant Agent and registered in the name of Cede & Co., a nominee of The Depository Trust Company (the “Depositary”),
or as otherwise directed by the Depositary. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such
ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Global Warrant or (ii) institutions
that have accounts with the Depositary (such institution, with respect to a Warrant in its account, a “Participant”).


 


(b) If the Depositary subsequently ceases to make
its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding 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 Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation
each Global Warrant, and the Company shall instruct the Warrant Agent to deliver to each Holder a Warrant Certificate.


 


 


 


 






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(c) 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 Company and the Warrant Agent for the exchange of some or all of such Holder’s Global Warrants for a separate
certificate in the form attached hereto as Exhibit 1 (such separate certificate, a “Definitive Certificate”)
evidencing the same number of Warrants, which request shall be in the form attached hereto as Exhibit 2 (a “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 surrender by the Holder to the Warrant Agent of a number of Global Warrants for the same number
of Warrants evidenced by a Warrant Certificate, a “Warrant Exchange”), the Company and the Warrant Agent shall promptly
effect the Warrant Exchange and the Company 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, shall be executed either manually or by facsimile signature by an authorized signatory of the Company, shall be
in the form attached hereto as Exhibit 1 and shall be reasonably acceptable in all respects to such Holder. In connection with
a Warrant Exchange, the Company agrees to deliver the Definitive Certificate to the Holder within ten (10) Business 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 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
Warrants) of the Shares on the Warrant Certificate Request Notice Date), $10 per Business Day (increasing to $20 per Trading Day on the
fifth Trading Day after such liquidated damages begin to accrue) for each Business 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.
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 Warrant Certificate and
the terms of this Agreement, other than Sections 3(c), 3(d) and 9 herein, shall not apply to the Warrants evidenced by the Definitive
Certificate. Notwithstanding anything herein to the contrary, the Company shall act as warrant agent with respect to any Definitive Certificate
requested and issued pursuant to this section. Notwithstanding anything to the contrary contained in this Agreement, in the event of inconsistency
between any provision in this 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.


 


(d) A Holder of a Definitive Certificate (pursuant
to a Warrant Exchange or otherwise) has the right to elect at any time or from time to time a Global Warrants Exchange (as defined below)
pursuant to a Global Warrants Request Notice (as defined below). Upon written notice by a Holder to the Company for the exchange of some
or all of such Holder’s Warrants evidenced by a Definitive Certificate for a beneficial interest in Global Warrants held in book-entry
form through the Depositary evidencing the same number of Warrants, which request shall be in the form attached hereto as Exhibit 3
(a “Global Warrants Request Notice” and the date of delivery of such Global Warrants Request Notice by the Holder,
the “Global Warrants Request Notice Date” and the surrender upon delivery by the Holder of the Warrants evidenced by
Definitive Certificates for the same number of Warrants evidenced by a beneficial interest in Global Warrants held in book-entry form
through the Depositary, a “Global Warrants Exchange”), the Company shall promptly effect the Global Warrants Exchange
and shall promptly direct the Warrant Agent to issue and deliver to the Holder Global Warrants for such number of Warrants in the Global
Warrants Request Notice, which beneficial interest in such Global Warrants shall be delivered by the Depositary’s Deposit and Withdrawal
at Custodian (“DWAC”) system to the Holder pursuant to the instructions in the Global Warrants Request Notice. In connection
with a Global Warrants Exchange, the Company shall direct the Warrant Agent to deliver the beneficial interest in such Global Warrants
to the Holder within ten (10) Business Days of the Global Warrants Request Notice pursuant to the delivery instructions in the Global
Warrants Request Notice (“Global Warrants Delivery Date”). If the Company fails for any reason to deliver to the Holder
Global Warrants subject to the Global Warrants Request Notice by the Global Warrants 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 Global Warrants (based on the
VWAP (as defined in the Warrants) of the Shares on the Global Warrants Request Notice Date), $10 per Business Day (increasing to $20 per
Business Day on the fifth Business Day after such liquidated damages begin to accrue) for each Business Day after such Global Warrants
Delivery Date until such Global Warrants are delivered or, prior to delivery of such Global Warrants, the Holder rescinds such Global
Warrants Exchange. The Company covenants and agrees that, upon the date of delivery of the Global Warrants Request Notice, the Holder
shall be deemed to be the beneficial holder of such Global Warrants.


 


 


 






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Section 4. Form of Warrant Certificates.
The Warrant Certificate, together with the form of election to purchase Warrant Shares (“Notice of Exercise”) and the
form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit 1 hereto.


 


Section 5. Registration.


 


The Warrant Agent will keep or cause to be kept
at one of its offices, or at the office of one of its agents, books (“Warrant Register”) for registration and transfer
of the Global Warrants issued hereunder. The Company will keep or cause to be kept at one of its offices, books for the registration and
transfer of any Definitive Certificates issued hereunder and the Warrant Agent shall not have any obligation to keep books and records
with respect to any Definitive Certificates. Such Company books shall show the names and addresses of the respective Holders of the Definitive
Certificates, the number of warrants evidenced on the face of each such Definitive Certificate and the date of each such Definitive Certificate.


 


Section 6. Transfer, Split Up, Combination and
Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With respect to the Definitive Certificates,
subject to the provisions of the Warrant Certificate and the last sentence of this first paragraph of Section 6 and subject to applicable
law, rules or regulations, or any “stop transfer” instructions applicable to the Definitive Certificates, at any time after
the closing date of the Offering, and at or prior to the Close of Business on the Termination Date (as such term is defined in the Warrant
Certificate), any Definitive Certificate may be transferred, split up, combined or exchanged for another Definitive Certificate or Definitive
Certificates, entitling the Holder to purchase a like number of Shares as the Definitive Certificate surrendered then entitled such Holder
to purchase. Any Holder desiring to transfer, split up, combine or exchange any Definitive Certificate shall make such request in writing
delivered to the Company, and shall surrender the Definitive Certificate to be transferred, split up, combined or exchanged at the principal
office of the Company. Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied by reasonable
evidence of authority of the party making such request that may be required by the Company. Thereupon the Warrant Agent shall, subject
to the last sentence of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Definitive Certificate
or Definitive Certificates, as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Definitive
Certificates.


 


Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate, which evidence shall include an affidavit of
loss, or in the case of mutilated certificates, the certificate or portion thereof remaining, and, in case of loss, theft or destruction,
of indemnity in customary form and amount (but, with respect to any Definitive Certificates, shall not include the posting of any bond
by the Holder), and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender to the Company and
cancellation of the Warrant Certificate if mutilated, the Company will make and deliver a new Warrant Certificate of like tenor to the
Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.


 


Section 7. Exercise of Warrants; Exercise Price;
Termination Date.


 


(a) The Warrants shall be exercisable commencing
on the Initial Exercise Date (as defined in the Warrant Certificate). The Warrants shall cease to be exercisable and shall terminate and
become void as set forth in the Warrant Certificate. Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise
the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Notice of Exercise and payment
of the Exercise Price (as defined in the Warrant Certificate), which may be made, at the option of the Holder, by wire transfer or by
certified or official bank check in United States dollars, to the Company at the principal office of the Company. In the case of the Holder
of a Global Warrant, the Holder shall deliver the executed Notice of Exercise and the payment of the Exercise Price as described herein.
Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global
Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall
effect exercises by delivering to the Depositary (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 Depositary (or such other clearing corporation,
as applicable). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or
notarization) of any Notice of Exercise be required. The Company hereby acknowledges and agrees that, with respect to a holder whose interest
in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established
clearing corporation performing similar functions), upon delivery of irrevocable instructions to such holder’s Participant to exercise
such warrants, that solely for purposes of Regulation SHO under the Exchange Act that such holder shall be deemed to have exercised such
warrants.


 


 


 






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(b) Upon receipt of a Notice of Exercise for a Cashless
Exercise provided by a holder to the Depositary and/or the Company, as applicable (as provided in Section 7(a) above), the Company will
promptly calculate and transmit to the Warrant Agent the number of Warrant Shares issuable in connection with such Cashless Exercise and
deliver a copy of the Notice of Exercise to the Warrant Agent, which shall cause to be delivered in accordance with the provisions of
Section 7(c) such number of Warrant Shares in connection with such Cashless Exercise.


 


(c) Upon the exercise of the Warrant Certificate
pursuant to the terms of Section 2 of the Warrant Certificate, the Warrant Agent shall cause the Warrant Shares underlying such Definitive
Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Definitive Certificate or Global Warrant, registered
in such name or names as may be designated by such Holder, no later than the Warrant Share Delivery Date (as such term is defined in the
Warrant Certificate). If the Company is then a participant in the DWAC system of the Depositary 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 by crediting the
account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated
to pay any amounts to any Holders pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant Certificate, such obligation shall be solely
that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the
case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Company of an amount equal to the aggregate Exercise Price
of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof by the Warrant
Share Delivery Date, the Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt
by the Company of such payment, and the applicable Warrant Share Delivery Date shall be deemed extended by one day for each day (or part
thereof) until such payment is delivered to the Company.


 

Section 8. Cancellation and Destruction of Warrant
Certificates. All Warrant Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall
be surrendered to the Company or to any of its agents for cancellation or in canceled form.


 


Section 9. Certain Representations; Reservation
and Availability of Shares or Cash.


 


(a) This Agreement has been duly authorized, executed
and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid
and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been
duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and
payment therefor by the Holders as provided in the Warrant Certificate, constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’
rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity
or at law).


 


(b) As of the date hereof, the authorized share capital
of the Company consists of 495,000,000 shares of common stock, par value $0.001 per share, and 20,000,000
shares of preferred stock, par value $0.001 per share. We have designated 4,100,000 shares of preferred stock as Series A Preferred Stock,
6,650,000 shares as Series B Preferred Stock, and 1,000 shares as Series C Preferred Stock. As the date hereof, a total of 9,954,366
shares of our common stock were issued and outstanding, 2,380,000 shares of Series A Preferred Stock
have been issued and 2,280,000 shares are outstanding, 2,856,335 shares of Series B Preferred Stock have been issued and 2,811,800 shares
are outstanding, and 0 shares of Series C Preferred Stock were issued and outstanding. Except as disclosed in the Registration
Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company
any shares of Common Stock of the Company.


 


(c) The Company covenants and agrees that it will
cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares
of Common Stock held in its treasury, free from preemptive rights, the number of Warrant Shares that will be sufficient to permit the
exercise in full of all outstanding Warrants.


 


 


 






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(d) The Company further covenants and agrees that
it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original
issuance or delivery of the Warrant Certificates or certificates evidencing Warrant Shares upon exercise of the Warrants. The Company
shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the
transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Warrant Shares in a name other than that
of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for Warrant
Shares upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental
charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s
reasonable satisfaction that no such tax or governmental charge is due.


 


Section 10. Warrant Shares Record Date.
Each Person in whose name any certificate for Warrant Shares is issued (or to whose broker’s account is credited Warrant Shares
through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record for the Warrant
Shares represented thereby on, and such certificate shall be dated, the date on which submission of the Notice of Exercise was made, provided
that the Warrant Certificate evidencing such Warrant is duly surrendered (but only if required herein) and payment of the Exercise Price
(and any applicable transfer taxes) is received on or prior to the Warrant Share Delivery Date; provided, however, that if the date of
submission of the Notice of Exercise is a date upon which the Common Stock transfer books of the Company are closed, such Person shall
be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding day on which the
Common Stock transfer books of the Company are open.


 


Section 11. Adjustment of Exercise Price, Number
of Warrant Shares or Number of the Company Warrants. The Exercise Price, the number of Warrant 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. In
the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant
thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than Warrant Shares, thereafter
the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner
and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate
and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the Warrant Shares shall apply on like terms to any such
other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant
Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of Warrant Shares purchasable from time to
time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.


 


Section 12. Certification of Adjusted Exercise
Price or Number of Warrant Shares. Whenever the Exercise Price or the number of Warrant Shares issuable upon the exercise of each
Warrant is adjusted as provided in Section 11 or 13, 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 each transfer agent for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent to send a brief
summary thereof to each Holder of a Warrant Certificate.


 



Section 13. Fractional Shares.


 


(a) The Company shall not issue fractions of Warrants
or distribute Warrant Certificates which 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 to the nearest whole Warrant (rounded
down).


 


(b) The Company shall not issue fractions of Warrant
Shares upon exercise of Warrants or distribute stock certificates which evidence fractional Warrant Shares. Whenever any fraction of Warrant
Shares 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 Certificate.


 


Section 14. Conditions of the Warrant Agent’s
Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following
to all of which the Company agrees and to all of which the rights hereunder of the Holders from time to time of the Warrant Certificates
shall be subject:


 


 


 


 






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(a) Compensation and Indemnification. The
Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the
Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without
gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services
rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against,
any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated
to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of
such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection
herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s
satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination
of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or
in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever,
including, but not limited, to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility
thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the
Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this
Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s
fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed
to the Warrant Agent by the Company hereunder.


 


(b) Agent for the Company. In acting under
this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and
does not assume any obligations or relationship of agency or trust for or with any of the Holders of Warrant Certificates or beneficial
owners of Warrants. 


 


(c) Counsel. The Warrant Agent may consult
with counsel satisfactory to it, which may include counsel for the Company, and the written 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.


 


(d) Documents. The Warrant Agent shall be
protected and shall incur no liability for or in respect of any action taken or omitted by it in reliance upon any Warrant Certificate,
notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to
have been presented or signed by the proper parties.


 


(e) Certain Transactions. The Warrant Agent,
and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it
or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or
be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee
or body of Holders of the Warrants or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing
in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which the Company
is a party.


 


(f) No Liability for Interest. Unless otherwise
agreed with the Company, the Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant to any
of the provisions of this Agreement or of the Warrant Certificates.


 


(g) No Liability for Invalidity. The Warrant
Agent shall have no liability with respect to any invalidity of this Agreement or the Warrant Certificates (except as to the Warrant Agent’s
countersignature thereon).


 


(h) No Responsibility for Representations.
The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Warrant Certificate (except as
to the Warrant Agent’s countersignature thereon), all of which are made solely by the Company.


 


 


 


 






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(i) No Implied Obligations. The Warrant Agent
shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set forth and no implied duties
or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be
under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within
a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility
for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant
to this Agreement or for the application by the Company of the proceeds of the Warrant Certificate. The Warrant Agent shall have no duty
or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant
Certificates or in the case of the receipt of any written demand from a Holder of a Warrant Certificate with respect to such default,
including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings
at law.


 


Section 15. Purchase or Consolidation or Change
of Name of Warrant Agent. Any corporation into which the Warrant Agent or any successor Warrant Agent may be merged or with which
it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent or any successor Warrant
Agent shall be party, or any corporation succeeding to the corporate trust business of the Warrant Agent or any successor Warrant Agent,
shall be the successor to the Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent under
the provisions of Section 17. In case at the time such successor Warrant Agent shall succeed to the agency created by this Agreement any
of the Warrant Certificates shall have been countersigned but not delivered, any such successor Warrant Agent may adopt the countersignature
of the predecessor Warrant Agent and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates
shall not have been countersigned, any successor Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor
Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall have the full force
provided in the Warrant Certificates and in this Agreement.


 



In case at any time the name of the Warrant Agent
shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent may
adopt the countersignature under its prior name and deliver such Warrant Certificates so countersigned; and in case at that time any of
the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its
prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates
and in this Agreement.


 


Section 16. Duties of Warrant Agent. The
Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which
the Company, by its acceptance hereof, shall be bound:


 


(a) The Warrant Agent may consult with legal counsel
reasonably acceptable to the Company (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete
authorization and protection to the Warrant Agent as to any action taken or omitted by it in good faith and in accordance with such opinion.


 


(b) Whenever in the performance of its duties under
this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company
prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chief Executive Officer or Chief Financial
Officer of the Company; and such certificate shall be full authentication to the Warrant Agent for any action taken or suffered in good
faith by it under the provisions of this Agreement in reliance upon such certificate.


 


(c) Subject to the limitation set forth in Section
14, the Warrant Agent shall be liable hereunder only for its own gross negligence or willful misconduct, or for any intentional breach
by it of this Agreement.


 


 


 


 






    	 	8	 



     


    

 


(d) The Warrant Agent shall not be liable for or
by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificate (except its countersignature
thereof) by the Company or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made
by the Company only.


 


(e) The Warrant Agent shall not be under any responsibility
in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Warrant Agent)
or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible
for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate; nor shall it be
responsible for the adjustment of the Exercise Price or the making of any change in the number of Warrant Shares required under the provisions
of Section 11 or 13 or responsible for the manner, method or amount of any such change or the ascertaining of the existence of facts that
would require any such adjustment or change (except with respect to the exercise of Warrants evidenced by the Warrant Certificates after
actual notice of any adjustment of the Exercise Price); nor shall it by any act hereunder be deemed to make any representation or warranty
as to the authorization or reservation of any Warrant Shares to be issued pursuant to this Agreement or any Warrant Certificate or as
to whether any Warrant Shares will, when issued, be duly authorized, validly issued, fully paid and nonassessable.


 


(f) Each party hereto agrees that it will perform,
execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments
and assurances as may reasonably be required by the other party hereto for the carrying out or performing by any party of the provisions
of this Agreement.


 


(g) The Warrant Agent is hereby authorized to accept
instructions with respect to the performance of its duties hereunder from the Chief Executive Officer or Chief Financial Officer of the
Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable and shall
be indemnified and held harmless for any action taken or suffered to be taken by it in good faith in accordance with instructions of any
such officer, provided Warrant Agent carries out such instructions without gross negligence or willful misconduct.


 


(h) The Warrant Agent and any shareholder, director,
officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily
interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as
fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting
in any other capacity for the Company or for any other legal entity.


 


(i) The Warrant Agent may execute and exercise any
of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorney or agents, and the
Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney or agents or for
any loss to the Company resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection
and continued employment thereof.


 


Section 17. Change of Warrant Agent. The
Warrant Agent, or any successor to it hereafter appointed, may resign and be discharged from its duties under this Agreement upon 30 days’
notice in writing sent to the Company or such shorter period of time agreed to by the Company. The Company may remove the Warrant Agent
or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case
may be, 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 a successor to 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 of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent,
provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed.
Any successor Warrant Agent (but not including the initial Warrant Agent), whether appointed by the Company or by such a court, shall
be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized
under such laws to exercise corporate trust powers and is 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.


 


 


 






    	 	9	 



     


    

 


Section 18. Issuance of New Warrant Certificates.
Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, the Company may, at its option, issue new
Warrant Certificates evidencing Warrants in such form as may be approved by its Board of Directors to reflect any adjustment or change
in the Exercise Price per share and the number or kind or class of shares or other securities or property purchasable under the several
Warrant Certificates made in accordance with the provisions of this Agreement.


 


Section 19. Notices. Notices or demands
authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Warrant Certificate to or on the Company,
(ii) subject to the provisions of Section 17, by the Company or by the Holder of any Warrant Certificate to or on the Warrant Agent or
(iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate shall be deemed given (a) on the date delivered, if
delivered personally, (b) on the first Business Day following the deposit thereof with Federal Express or another recognized overnight
courier, if sent by Federal Express or another recognized overnight courier, (c) on the fourth Business Day following the mailing thereof
with postage prepaid, if mailed by registered or certified mail (return receipt requested), and (d) the date of transmission, if such
notice or communication is delivered via facsimile or email attachment at or prior to 5:30 p.m. (New York City time) on a Business Day
and (e) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile or email attachment
on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, in each case to the parties at the
following addresses (or at such other address for a party as shall be specified by like notice):


 


(a) If to the Company, to


 


Wytec International, Inc.


19206 Huebner Road, Suite 202


San Antonio, Texas 78258


Attn: William H. Gray, Chief Executive Officer


Email: whg@wytecintl.com


 


with a copy (which shall not constitute notice) to:


 


Sichenzia Ross Ference LLP


1185 Avenue of the Americas, 31st Floor


New York, New York 10036


Attention: Arthur Marcus


E-mail: amarcus@SRF.LAW


 


(b) If to the Warrant Agent, to


 


Transhare Corporation


17755 North US Highway 19, Suite 140


Clearwater, Fl 33764


Attention: Relationship Management


E-mail: info@transhare.com


 


For any notice delivered by email to be deemed given or made, such
notice must be followed by notice sent by overnight courier service to be delivered on the next business day following such email, unless
the recipient of such email has acknowledged via return email receipt of such email.


 


 


 


 






    	 	10	 



     


    

 


(c) If to the Holder of any Warrant Certificate to
the address of such Holder as shown on the registry books of the Company. Any notice required to be delivered by the Company to the Holder
of any Warrant may be given by the Warrant Agent on behalf of the Company. Notwithstanding any other provision of this Agreement, where
this Agreement provides for notice of any event to a Holder of any Warrant, such notice shall be sufficiently given if given to the Depositary
(or its designee) pursuant to the procedures of the Depositary or its designee.


 


Section 20. Supplements and Amendments.


 


(a) The Company and the Warrant Agent may from time
to time supplement or amend this Agreement without the approval of any Holders of Global Warrants in order to add to the covenants and
agreements of the Company for the benefit of the Holders of the Global Warrants or to surrender any rights or power reserved to or conferred
upon the Company in this Agreement, provided that such addition or surrender shall not adversely affect the interests of the Holders of
the Global Warrants or Warrant Certificates in any material respect.


 


(b) In addition to the foregoing, with the consent
of Holders of Warrants entitled, upon exercise thereof, to receive not less than a majority of the Warrant Shares issuable thereunder,
the Company and the Warrant Agent may modify this Agreement for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Warrant Agreement or modifying in any manner the rights of the Holders of the Global Warrants; provided,
however, that no modification of the terms (including but not limited to the adjustments described in Section 11) upon which the Warrants
are exercisable or the rights of holders of Warrants to receive liquidated damages or other payments in cash from the Company or reducing
the percentage required for consent to modification of this Agreement may be made without the consent of the Holder of each outstanding
Warrant Certificate affected thereby; provided further, however, that no amendment hereunder shall affect any terms of any Warrant Certificate
issued in a Warrant Exchange. As a condition precedent to the Warrant Agent’s execution of any amendment, the Company shall deliver
to the Warrant Agent a certificate from a duly authorized officer of the Company that states that the proposed amendment complies with
the terms of this Section 20.


 


Section 21. Successors. All covenants and
provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns hereunder.


 


Section 22. Benefits of this Agreement.
Nothing in this Agreement shall be construed to give any Person other than the Company, the Holders of Warrant Certificates and the Warrant
Agent any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the sole and exclusive benefit of
the Company, the Warrant Agent and the Holders of the Warrant Certificates.


 


Section 23. Governing Law. This Agreement
and each Warrant Certificate and Global Warrant issued hereunder shall be governed by, and construed in accordance with, the laws of the
State of New York, without giving effect to the conflicts of law principles thereof.


 


Section 24. Counterparts. This Agreement
may be executed in any number of 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.


 


Section 25. Captions. The captions of the
sections of this Agreement have been inserted for convenience only and shall not control or affect the meaning or construction of any
of the provisions hereof.


 


Section 26. Information. The Company agrees
to promptly provide to the Holders of the Warrants any information it provides to the holders of the Common Stock, except to the extent
any such information is publicly available on the EDGAR system (or any successor thereof) of the Securities and Exchange Commission.


 


 


[signature page follows]


 


 






    	 	11	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the day and year first above written.


 


	 	WYTEC INTERNATIONAL, INC.
	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 
	 	TRANSHARE CORPORATION
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	12	 



     


    

 


EXHIBIT 1


 


Warrant Certificate


 


COMMON STOCK PURCHASE WARRANT


WYTEC INTERNATIONAL, INC.


 


	Warrant Shares: [_______]	Initial Exercise Date: [_______], 2022
	 	 


 


THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”)
certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject
to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial
Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the
“Termination Date”) but not thereafter, to subscribe for and purchase from Wytec International, Inc., a Nevada corporation
(the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”)
of Common Stock. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section
2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust
Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s
right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence
shall not apply.


 


Section 1. Definitions. In addition to the
terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:


 


“Affiliate” means
any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with
a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Bid Price” means,
for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted
on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market
on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common
Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted
for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share so reported, or (d) in all other cases,
the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a
majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be
paid by the Company.


 


“Board of Directors”
means the board of directors of the Company.


 


“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; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain
closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders
or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic
funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers
on such day.


 


__________


 


	 	1	Insert the date that is the five (5) year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, insert the immediately following Trading Day.


 



    	 	13	 



     


    

 


“Commission” means
the United States Securities and Exchange Commission.


 


“Common Stock” means
the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter
be reclassified or changed.


 


“Common Stock Equivalents”
means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exempt Issuance”
means the issuance of (i) shares of Common Stock or options to employees, officers or directors of the Company or consultants to the Company
pursuant to any stock or option plan or other written agreement duly adopted for such purpose, by a majority of the non-employee members
of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services
rendered to the Company, provided, however, such issuance (A) shall not exceed fifteen percent (15%) of the Common Stock issued and outstanding
as of the date hereof, (B) shall be at no less than fair market value (as measured by the closing price of the Common Stock on the Trading
Market on the date of issuance) and (C) in the first year from the date hereof shall be issued as restricted securities; (ii) securities
upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into Common Stock issued
and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to
increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other
than in connection with stock splits or combinations) or to extend the term of such securities; (iii) securities issued pursuant to acquisitions
or strategic transactions approved by a majority of the disinterested directors of the Company or securities issued in financing transactions,
the primary purpose of which is to finance acquisitions or strategic transactions approved by a majority of the disinterested directors
of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no
registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such
issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company
or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits
in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the
purpose of raising capital or to a person or an entity whose primary business is investing in securities; (iv) shares of Common Stock,
options or convertible securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant
to a debt financing, equipment leasing or real property leasing transaction approved by a majority of the disinterested directors of the
Company but shall not include a transaction in which the company is primarily issuing Common Stock or Common Stock Equivalents primarily
for the purpose of raising capital or to a person or an entity whose primary business is investing in securities; (v) shares of Common
Stock, options or convertible securities issued in connection with the provision of goods or services pursuant to transactions approved
by a majority of the disinterested directors of the Company but shall not include a transaction in which the company is issuing Common
Stock or Common Stock Equivalents primarily for the purpose of raising capital or to a person or an entity whose primary business is investing
in securities; and (vi) shares of Common Stock, options or convertible securities issued in connection with sponsored research, collaboration,
technology license, development, investor or public relations, marketing or other similar agreements or strategic partnerships approved
by a majority of the disinterested directors of the Company but shall not include a transaction in which the Company is primarily issuing
Common Stock or Common Stock Equivalents primarily for the purpose of raising capital or to a person or an entity whose primary business
is investing in securities.


 


“Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Registration Statement”
means the Company’s registration statement on Form S-1, as amended (File No. 333-261838).


 


 


 


 






    	 	14	 



     


    

 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Subsidiary” means
any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired
after the date hereof.


 


“Trading Day” means
a day on which the Common Stock is traded on a Trading Market.


 


“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, the New York Stock Exchange, or OTCQB
or OTCQX (or any successors to any of the foregoing).


 


“Transfer Agent” means
Transhare Corporation, the current transfer agent of the Company, with a mailing address of 17755 US Hwy 19 N, Clearwater, FL 33764 and
any successor transfer agent of the Company.


 



“Underwriting Agreement”
means the underwriting agreement, dated as of _________2022, among the Company and EF Hutton, division of Benchmark Investments, LLC,
as representative of the underwriters named therein, as amended, modified or supplemented from time to time in accordance with its terms.


 


“Variable Rate Transaction”
means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or
exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or
exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the Common Stock at any time
after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being
reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent
events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects
a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities
at a future determined price.


 


“VWAP” means, for
any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on
a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading
Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York
City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed
or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of Common Stock so reported, or (d) in
all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by
the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses
of which shall be paid by the Company.


 


“Warrant Agency Agreement”
means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the Company and the Warrant Agent.


 


“Warrant Agent” means
the Transfer Agent and any successor warrant agent of the Company.


 


“Warrants” means this
Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Registration Statement.


 


 


 


 






    	 	15	 



     


    

 


Section 2. Exercise.


 


a) Exercise of Warrant. Exercise
of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise
Date and on or before the Termination Date by delivery to the Company of 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 hereto (the “Notice of Exercise”). Within the
earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section
2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified
in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise
procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall
be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder
has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall
surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise
is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares
available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal
to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business
Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the
provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available
for purchase hereunder at any given time may be less than the amount stated on the face hereof.


 


Notwithstanding the foregoing in this Section 2(a), a holder
whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC
(or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a)
by delivering to 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 DTC (or such other clearing corporation, as applicable), subject to a Holder’s
right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence
shall not apply.


 


b) Exercise Price. The exercise
price per Warrant Share under this Warrant shall be $[__],2 subject to adjustment hereunder
(the “Exercise Price”), provided that in no case shall the exercise price be less than the par value of the Common
Stock. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under
any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination
Date.


 


c) Cashless Exercise. If at the
time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available
for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means
of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient
obtained by dividing [(A-B) (X)] by (A), where:


 


	 	(A) =	as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;


 


 


__________



	 	2	100% of the public offering price per unit sold in this offering.


 







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


 


	 	(X) =	the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 


Notwithstanding anything herein to the contrary, but without
limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to this Section 2(c) or to receive
cash payments pursuant to Section 3(d)(i) and Section 3(d)(iv) herein, the Company shall not be required to make any cash payments or
net cash settlement to the Holder in lieu of delivery of the Warrant Shares. If Warrant Shares are issued in such a cashless exercise,
the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the
registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).


Notwithstanding anything herein to the contrary, on the Termination
Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).


 


d) Mechanics of Exercise.


 


i. Delivery of Warrant Shares Upon
Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by
crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit
and Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such 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)
this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to
such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading
Days after the delivery to the Company 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 (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, 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 of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price
(other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading
Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver
to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share 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 subject to such exercise (based on the VWAP of
the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth
Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant
Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST
program so long as this Warrant remains outstanding and exercisable. As used herein, “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. Notwithstanding the foregoing, with respect to any Notice(s) of
Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after
the time of execution of the Underwriting Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00
p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes
hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant
Share Delivery Date.


 


ii. Delivery of New Warrants Upon
Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this
Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder
to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with
this Warrant.


 


 


 






    	 	17	 



     


    


 


iii. Rescission Rights. If the
Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share
Delivery Date, then the Holder will have the right to rescind such exercise.


 


iv. Compensation for Buy-In on Failure
to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause
the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to
an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in
an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in
satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number
of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price
at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the
portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall
be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely
complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Warrant Shares having a total purchase
price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrant Shares with an aggregate sale price giving rise to
such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder
$1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and,
upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a 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 Warrant Shares upon exercise of the Warrant as required pursuant
to the terms hereof.


 


v. No Fractional Shares or Scrip.
No fractional Warrant Shares or scrip representing fractional Warrant Shares shall be issued upon the exercise of this 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 Warrant Share.


 


vi. Charges, Taxes and Expenses.
Issuance of Warrant Shares shall be made without charge to the 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 the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that
Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto 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 the Depository Trust Company (or another established clearing corporation performing
similar functions) required for same-day electronic delivery of the Warrant Shares.


 


vii. Closing of Books. The Company
will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms
hereof.


 


 


 


 






    	 	18	 



     


    

 


e) Holder’s Exercise Limitations.
The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant,
pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable
Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the
Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess
of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock
beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares issuable upon exercise
of this Warrant with respect to which such determination is being made, but shall exclude the number of Warrant Shares which would be
issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates
or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company
(including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the
limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the
preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder 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. To the extent that the limitation contained in this Section 2(e) applies, the
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates
and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission
of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to
other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable,
in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy
of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining
the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in
(A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public
announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares
of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and
in writing 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 or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported.
The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants,
9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares issuable
upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions
of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock
outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the
provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until
the 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 2(e) 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. The limitations contained in this paragraph shall apply to a successor holder
of this Warrant.


 


Section 3. Certain Adjustments.


 


a) Stock Dividends and Splits.
If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions
on Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt,
shall not include any Warrant Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common
Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into
a smaller number of shares, or (iv) issues by reclassification of Common Stock any shares of capital stock of the Company, then in each
case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock and such
other capital stock of the Company (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator
shall be the number of shares of Common Stock and such other capital stock of the Company (excluding treasury shares, if any) outstanding
immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that
the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective
immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


 


 






    	 	19	 



     


    

 


b) Subsequent Equity Sales. If
the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell, enter into an agreement
to sell, or grant any option to purchase, or sell, enter into an agreement to sell, or grant any right to reprice, or otherwise dispose
of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents,
at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price” and
such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common
Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating
conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with
such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such
issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price),
then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Exercise Price shall be reduced
and only reduced to equal the Base Share Price provided that the Base Share Price shall not be less than $___ (subject to adjustment for
reverse and forward stock splits, recapitalizations and similar transactions following the Initial Issuance Date). Notwithstanding the
foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify
the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any shares of Common Stock or Common
Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange
price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification,
whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance,
the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately
refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, the Company shall be
deemed to have issued shares of Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price
at which such securities may be issued, converted or exercised.


 


c) Subsequent Rights Offerings.
In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents
or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (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 exercise hereof, including without limitation, the Beneficial Ownership Limitation)
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 Common Stock are to be determined for the grant, issue or sale of such Purchase Rights
(provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder
exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent
(or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to
such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Beneficial Ownership Limitation).


 


d) Pro Rata Distributions. During
such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights
to acquire its assets) to holders of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution
of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme
of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then,
in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated
therein if the Holder had held the number of Warrant Shares acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is
taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined
for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any
such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate
in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to
such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as
its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not
been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for
the benefit of the Holder until the Holder has exercised this Warrant.


 


 






    	 	20	 



     


    

 


e) Fundamental Transaction. If,
at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any
merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease,
license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related
transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person)
is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash
or property and has been accepted by the holders of 50% or more of the outstanding shares of Common Stock, (iv) the Company, directly
or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock
or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme
of arrangement) with another Person or group of Persons whereby such other Person or group 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 or share purchase agreement or other business combination) (each
a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right
to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental
Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number
of shares of capital stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional
consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of
the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without
regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one Warrant Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the
Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor
Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the
consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction),
purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of
the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however,
that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of
Directors, Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and
in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the
holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash,
stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms
of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are
not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received Common
Stock of the Successor Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction.
“Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting
(A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement
of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100
day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day
immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such
calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash
consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading
Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental
Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(e) and (D) a remaining
option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination
Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds
(or such other consideration) within the later of (i) five (5) Business Days of the Holder’s election and (ii) the date of consummation
of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not
the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant
in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to
the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of
the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor
Entity (or its parent entity) equivalent to the Warrant Shares acquirable and receivable upon exercise of this Warrant (without regard
to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the
exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Warrant Shares pursuant to
such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise
price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such 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.






    	 	21	 



     


    

 


f) Calculations. All calculations
under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section
3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number shares of
Common Stock (excluding treasury shares, if any) issued and outstanding.


 


g) Notice to Holder.


 


i. Adjustment to Exercise Price.
Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder
by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant
Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii. Notice to Allow Exercise by Holder.
If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare
a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders
of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the
approval of any shareholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation
or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of the assets
of the Company, or any compulsory share exchange whereby the Common Stock are converted into other securities, cash or property, or (E)
the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in
each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as
it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,
rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to
such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders
of the Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice
or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such
notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the
Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report
on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the
effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 


d) Voluntary Adjustment by Company.
Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Warrant, subject to the
prior written consent of the Holder, 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.


 


Section 4. Transfer of Warrant.


 


a) Transferability. This Warrant
and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender
of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially
in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable
upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant
or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender
this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant
to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this
Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant
Shares without having a new Warrant issued.


 


 


 


 






    	 	22	 



     


    

 


b) New Warrants. If this Warrant
is not held in global form through DTC (or any successor depositary), this Warrant may be divided or combined with other Warrants upon
presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which
new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer
which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for
the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall
be dated the Initial Issuance Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares
issuable pursuant thereto.


 


c) Warrant Register. The Warrant
Agent and/or the Company (with regard to any portion of the Warrant in certificated form issued pursuant to the terms of the Warrant Agency
Agreement) shall register this Warrant, upon records to be maintained by the Warrant Agent and/or the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company and the Warrant Agent may deem and treat
the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.


Section 5. Miscellaneous.


 


a) No Rights as Shareholder Until
Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder
of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting
any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments
pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this
Warrant.


 


b) Loss, Theft, Destruction or Mutilation
of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity
or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender
and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate
of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 


c) Saturdays, Sundays, Holidays, etc.
If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business
Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.


 


d) Authorized Shares.


 


The Company covenants that, during the
period the Warrant is outstanding, it will reserve from its authorized and unissued shares of Common Stock a sufficient number of shares
to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants
that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary
Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be
necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or
of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which
may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).


 


Except and to the extent as waived or
consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles of incorporation
or through any 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 of this Warrant, but will at all times in good faith
assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights
of the Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i)
not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase
in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be necessary to enable the
Company to perform its obligations under this Warrant.


 


 


 






    	 	23	 



     


    

 


Before taking any action which would
result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall
obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies
having jurisdiction thereof.


 


e) Governing Law.


 


All questions concerning the construction,
validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal
laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings
concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party
hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this
Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an
action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be
reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.


 


f) Restrictions. The Holder acknowledges
that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise,
will have restrictions upon resale imposed by state and federal securities laws.


 


g) Nonwaiver and Expenses. No
course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right
or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant, if the Company
willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company
shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable
attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto
or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


h) Notices. Any and all notices
or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise, shall
be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service, addressed
to the Company, at 19206 Huebner Road, Suite 202, San Antonio, Texas 78258, Attention: William H. Gray, Chief Executive Officer, email
address: whg@wytecintl.com, or such other email address or address as the Company may specify for such purposes by notice to the Holders.
Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally,
by facsimile or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number,
e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder
shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via
facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time)
on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the
facsimile number or via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m.
(New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any
notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company
shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.


 


 


 






    	 	24	 



     


    

 


i) Limitation of Liability. No
provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration
herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Warrant
Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.


 


j) Remedies. The Holder, in addition
to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its
rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason
of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific
performance that a remedy at law would be adequate.


 


k) Successors and Assigns. Subject
to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding
upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant
are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of
Warrant Shares.


 


l) Amendment. This Warrant may
be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder or the
beneficial owner of this Warrant, on the other hand.


 


m) Severability. Wherever possible,
each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.


 


n) Headings. The headings used
in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.


 


o) Warrant Agency Agreement. If
this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject to the Warrant Agency Agreement.
To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agency Agreement, the provisions of this
Warrant shall govern and be controlling.


 


********************


 


(Signature Page Follows)


 


 


 


 


 


 


 


 






    	 	25	 



     


    

 


IN WITNESS WHEREOF, the Company has caused this
Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	Wytec International, Inc.	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title:	 	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	26	 



     


    

 


EXHIBIT A


 


NOTICE OF EXERCISE


 


TO: WYTEC INTERNATIONAL, INC.


 


(1) The undersigned hereby elects to purchase ________ Warrant Shares
of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise
price in full, together with all applicable transfer taxes, if any.


 


(2) Payment shall take the form of (check applicable box):


 


☐
in lawful money of the United States; or


 


☐
if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).


 


(3) Please issue said Warrant Shares in the name
of the undersigned or in such other name as is specified below:


 


_______________________________


 


The Warrant Shares shall be delivered to the following DWAC Account
Number:


 


_______________________________


 


_______________________________


 


_______________________________


 


[SIGNATURE OF HOLDER]


 


	Name of Investing Entity:	 
	 	 


 


	
     

    Signature of Authorized Signatory of Investing Entity:
	 


 


	
     

    Name of Authorized Signatory:
	 


 


	
     

    Title of Authorized Signatory:
	 


 


	
     

    Date:
	 


 


 


 


 






    	 	27	 



     


    

 


EXHIBIT B


 


ASSIGNMENT FORM


 


(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)
	Phone Number	 	 
	Email Address	 	 
	 	 	 
	Dated: ______________ ___, _______	 	 
	Holder’s Signature:	 	 
	Holder’s Address:	 	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	28	 



     


    

 


EXHIBIT 2


 


Form of Warrant Certificate Request Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: Transhare Corporation, as Warrant Agent for Wytec International,
Inc. (the “Company”)


 


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


 


	1.	Name of Holder of Warrants in form of Global Warrants:	 
	 	 	 
	2.	Name of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of Global Warrants):	 
	 	 	 
	3.	Number of Warrants in name of Holder in form of Global Warrants:	 
	 	 	 
	4.	Number of Warrants for which Warrant Certificate shall be issued: 	 
	 	 	 
	5.	Number of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate, if any:	 
	 	 	 
	6.	Warrant 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 Warrant Certificate, the Holder is deemed to have surrendered the number of Warrants
in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced by the Warrant Certificate.


 


[SIGNATURE OF HOLDER]


 


	Name of Investing Entity:	 


 


	Signature of Authorized Signatory of Investing Entity:	 


 


	Name of Authorized Signatory:	 


 


	Title of Authorized Signatory:	 


 


	Date:	 


 


 


 






    	 	29	 



     


    

 


EXHIBIT 3


 


Form of Global Warrants Request Notice


 


GLOBAL WARRANTS REQUEST NOTICE


 


To: Transhare Corporation, as Warrant Agent for Wytec International,
Inc. (the “Company”)


 


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


 


	1.	Name of Holder of Warrants in form of Warrant Certificates:	 
	 	 	 
	2.	Name of Holder in Global Warrant (if different from name of Holder of Warrants in form of Warrant Certificates):	 
	 	 	 
	3.	Number of Warrants in name of Holder in form of Warrant Certificates:	 
	 	 	 
	4.	Number of Warrants for which Global Warrant shall be issued:	 
	 	 	 
	5.	Number of Warrants in name of Holder in form of Warrant Certificates after issuance of Global Warrant, if any:	 
	 	 	 
	6.	Global Warrant shall be delivered to the following address:	 


______________________________


______________________________


______________________________


______________________________


 


 


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


 


[SIGNATURE OF HOLDER]


 


	Name of Investing Entity:	 


 


	Signature of Authorized Signatory of Investing Entity:	 


 


	Name of Authorized Signatory:	 


 


	Title of Authorized Signatory:	 


 


	Date:	 


 


 






    	 	30