EXHIBIT 10.2



 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


	 	Right
    to Purchase ____________ shares of Common Stock of MamaMancini’s Holdings, Inc. (subject to adjustment as provided herein)


 


FORM
OF COMMON STOCK PURCHASE WARRANT


 


	No.
    __________	Issue
    Date: ____________, 2015


 


MAMAMANCINI’s
HOLDINGS, INC., a corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies
that, for value received, ______________________, with an address at _______________________________________, or its assigns (the
“Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time after
the Issue Date until 5:00 p.m., E.D.T. on the five (5) year anniversary of the Issue Date (the “Expiration Date”),
up to                        fully
paid and non-assessable shares of Common Stock at a per share purchase price of $1.25. The aforedescribed purchase price per share,
as adjusted from time to time as herein provided, is referred to herein as the “Purchase Price.” The number
and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. The Company
may reduce the Purchase Price for some or all of the Warrants, temporarily or permanently, provided such reduction is made
as to all outstanding Warrants for all Holders of such Warrants. Capitalized terms used and not otherwise defined herein shall
have the meanings set forth in that certain Subscription Agreement (the “Subscription Agreement”), of even
date herewith, entered into by the Company and Holder.


 


As
used herein the following terms, unless the context otherwise requires, have the following respective meanings:


 


(a)
The term “Company” shall mean MamaMancini’s Holdings, Inc., a Nevada corporation.


 




    	 



    	 



    

 


(b)
The term “Common Stock” includes (i) the Company’s Common Stock, $0.00001 par value per share and (ii)
any other securities into which or for which any of the securities described in (i) may be converted or exchanged pursuant to
a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


 


(c)
The term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company
or any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall
have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable
or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 hereof
or otherwise.


 


(d)
The term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this Warrant.


 


1.
Exercise of Warrant.


 


1.1.
Number of Shares Issuable upon Exercise. From and after the Issue Date through and including the Expiration Date, the Holder
shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of Section 1.2 hereof
or upon exercise of this Warrant in part in accordance with Section 1.3 hereof, shares of Common Stock of the Company,
subject to adjustment pursuant to Section 2 hereof.


 


1.2.
Full Exercise. This Warrant may be exercised in full by the Holder hereof by delivery to the Company of an original or
facsimile copy of the form of subscription attached as Exhibit A hereto (the “Subscription Form”) duly
executed by such Holder and delivered within two (2) business days thereafter of payment, in cash, wire transfer or by certified
or official bank check payable to the order of the Company, in the amount obtained by multiplying the number of shares of Common
Stock for which this Warrant is then exercisable by the Purchase Price then in effect. The original Warrant is not required to
be surrendered to the Company until it has been fully exercised.


 


1.3.
Partial Exercise. This Warrant may be exercised in part (but not for a fractional share) by delivery of a Subscription
Form in the manner and at the place provided in Section 1.2 hereof, except that the amount payable by the Holder on such
partial exercise shall be the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the
Holder in the Subscription Form by (b) the Purchase Price then in effect. On any such partial exercise, upon the written request
of the Holder, provided the Holder has surrendered the original Warrant, the Company, at its expense, will forthwith issue and
deliver to or upon the order of the Holder a new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon
payment by such Holder of any applicable transfer taxes) may request, the whole number of shares of Common Stock for which such
Warrant may still be exercised.


 


1.4.
Fair Market Value. For purposes of this Warrant, the Fair Market Value of a share of Common Stock as of a particular
date (the “Determination Date”) shall mean:


 




    	 



    	 



    

 


(a)
If the Company’s Common Stock is traded on an exchange or on the NASDAQ Capital Market, NASDAQ Global Select Market, the
New York Stock Exchange or the NYSE Euronext, the average of the closing sale prices of the Common Stock for the five (5) trading
days immediately prior to (but not including) the Determination Date;


 


(b)
If the Company’s Common Stock is not traded on an exchange or on the NASDAQ Global Market, NASDAQ Global Select Market,
the NASDAQ Capital Market, the New York Stock Exchange or the NYSE Euronext, but is traded on the OTC Bulletin Board or in the
over-the-counter market or Pink Sheets, the average of the closing bid and ask prices reported for the five (5) trading days immediately
prior to (but not including) the Determination Date;


 


(c)
Except as provided in clause (d) below and Section 3.1 hereof, if the Company’s Common Stock is not publicly traded,
then as the Holder and the Company shall mutually agree, or in the absence of such an agreement after good faith efforts of the
Company and the Holder to reach an agreement, by arbitration in accordance with the rules then standing of the American Arbitration
Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the
matter to be decided; or


 


(d)
If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common Stock
pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per
share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of
the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.


 


1.5.
Company Acknowledgment. The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof,
acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be
entitled after such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford to such Holder any such rights.


 


1.6.
Delivery of Stock Certificates, etc. on Exercise. The Company agrees that, provided the purchase price listed in the Subscription
Form is received as specified in Section 2 hereof, the shares of Common Stock purchased upon exercise of this Warrant shall
be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which
delivery of a Subscription Form shall have occurred and payment made for such shares as aforesaid. As soon as practicable after
the exercise of this Warrant in full or in part and the payment is made, and in any event within five (5) business days thereafter
(“Warrant Share Delivery Date”), the Company, at its expense (including the payment by it of any applicable
issue taxes), will cause to be issued in the name of, and delivered to, the Holder hereof, or as such Holder (upon payment by
such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates
for the number of duly and validly issued, fully paid and non-assessable shares of Common Stock (or Other Securities) to which
such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be
entitled, either (i) cash equal to such fraction multiplied by the then Fair Market Value of one full share of Common Stock, together
with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon
such exercise pursuant to Section 1 hereof or otherwise (ii) an extra share of Common Stock. The Company understands that
a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in economic loss to the Holder.
If a warrant holder notifies the Company of such Holder’s election to exercise and the Company does not deliver the shares
of Common Stock issuable upon such exercise, and the Holder has to buy shares of the Company’s Common Stock on the open
market because of the Holder’s obligation to deliver shares of Common Stock, then the Company will pay such Holder the difference
between the price paid on the open market and the value of such Common Stock on the date of exercise. The Company will also pay
interest at the annual rate of 15% for each day that it is late in delivering shares of its Common Stock.


 




    	 



    	 



    

 


2.
Adjustment for Reorganization, Consolidation, Merger, etc.


 


2.1.
Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any consolidation or merger of the Company with or
into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing
or surviving entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a “Reorganization”),
then, in each case, the holder of this Warrant, on exercise hereof at any time after the consummation or effective date of such
Reorganization (the “Effective Date”), shall receive, in lieu of the shares of stock or other securities at
any time issuable upon the exercise of the Warrant issuable on such exercise prior to the Effective Date, the stock and other
securities and property (including cash) to which such holder would have been entitled upon the Effective Date if such holder
had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant).


 


2.2.
Continuation of Terms. Upon any Reorganization, consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 2 hereof, this Warrant shall continue in full force and effect and the terms hereof shall be
applicable to the Other Securities and property receivable on the exercise of this Warrant after the consummation of such Reorganization,
or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of
any Other Securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties
or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section
5 hereof.


 


2.3.
Adjustment of Purchase Price. Until the Expiration Date, if at any time the Company shall issue or sell, or is, in accordance
with subparagraphs 2.3(a) through 2.3(d) below, deemed to have issued or sold, any shares of Common Stock, except for Excepted
Issuances (as defined below) for a consideration per share less than the Purchase Price in effect immediately prior to the time
of such issue or sale, then, forthwith upon such issue or sale, the Purchase Price shall be reduced to the price determined by
dividing (a) an amount equal to the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issue
or sale multiplied by the then existing Purchase Price and (ii) the consideration, if any, received by the Company upon such issue
or sale, by (b) the total number of shares of Common Stock outstanding immediately after such issue or sale. Common Stock issued
or issuable by the Company for no consideration will be deemed issuable or to have been issued for $0.00001 per share of Common
Stock. Notwithstanding the foregoing, the Purchase Price shall not be reduced at such time if the amount of such reduction would
be an amount less than $.01, but any such amount shall be carried forward and the reduction with respect thereto made at the time
of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward,
shall aggregate $.01 or more.


 




    	 



    	 



    

 


For
purposes of this Section 2.3, the following Sections 2.3(a) to 2.3(d) shall also be applicable:


 


(a)
In case at any time the Company shall in any manner grant (whether directly or by assumption in a merger or otherwise) any warrants
or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or security convertible
into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible
or exchangeable stock or securities being called “Convertible Securities”), whether or not such Options or the right
to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock
is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by
dividing (a) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options,
plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus,
in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration,
if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (b) the
total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of
all such Convertible Securities issuable upon the exercise of such Options) shall be less than the Conversion Price in effect
immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable
upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable
upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such
Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding. Except as otherwise provided
in Section 2.3, no adjustment of the Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible
Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible
Securities.


 


(b)
In case at any time the Company shall in any manner issue (whether directly or by assumption in a merger or otherwise) or sell
any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable,
and the price per share for which Common Stock is issuable upon such Purchase or exchange (determined by dividing (a) the total
amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum
aggregate amount of additional consideration, if any, payable to the Company upon the Purchase or exchange thereof, by (b) the
total maximum number of shares of Common Stock issuable upon the Purchase or exchange of all such Convertible Securities) shall
be less than the Purchase Price in effect immediately prior to the time of such issue or sale, then the total maximum number of
shares of Common Stock issuable upon Purchase or exchange of all such Convertible Securities shall be deemed to have been issued
for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to
be outstanding, provided that (i) except as otherwise provided in Section (C), no adjustment of the Purchase Price shall be made
upon the actual issue of such Common Stock upon Purchase or exchange of such Convertible Securities and (ii) if any such issue
or sale of such Convertible Securities is made upon exercise of any Options to purchase any such Convertible Securities for which
adjustments of the Purchase Price have been or are to be made pursuant to other provisions of this Section 2.3, no further adjustment
of the Purchase Price shall be made by reason of such issue or sale.


 




    	 



    	 



    

 


(c)
Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in Section
2.3(a), the additional consideration, if any, payable upon the Purchase or exchange of any Convertible Securities referred to
in Section 2.3(a) or 2.3(b), or the rate at which Convertible Securities referred to in Section 2.3(a) or 2.3(b) are convertible
into or exchangeable for Common Stock shall change at any time (including but not limited to changes under or by reason of provisions
designed to protect against dilution), the Purchase Price in effect at the time of such event shall forthwith be readjusted to
the Purchase Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided
for such changed purchase price, additional consideration or Purchase rate, as the case may be, at the time initially granted,
issued or sold, but only if as a result of such adjustment the Purchase Price then in effect hereunder is thereby reduced; and
on the expiration or termination of any such Option or any such right to convert or exchange such Convertible Securities, the
Purchase Price then in effect hereunder shall forthwith be increased to the Purchase Price which would have been in effect at
the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior
to such expiration or termination, never been issued.


 


(d)
In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received
therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred
or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common
Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration
other than cash received by the Company shall be deemed to be the fair value of such consideration as determined in good faith
by the Board of Directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions
paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale
of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated
to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined
in good faith by the Board.


 


(e)
Excepted Issuances means: (i) the Company’s issuance of Common Stock in full or partial consideration in connection with
a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or
other entity, so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt
are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic
license agreements and other partnering arrangements, so long as such issuances are not for the purpose of raising capital and
which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of
Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant
to employee stock option plans, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or
exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Warrant and (v) issuance
of Common Stock as a result of the exercise of this Warrant.


 




    	 



    	 



    

 


3.
Registration Rights. The Holder of this Warrant shall have such registration rights for the Warrant Shares as are contained
in the Subscription Agreement.


 


4.
Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of Common
Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or
(c) combine its outstanding shares of the Common Stock into a smaller number of shares of Common Stock, then, in each such event,
the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price
by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event
and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product
so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in
the same manner upon the happening of any successive event or events described in this Section 4. The number of shares of Common
Stock that the Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted to a
number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section
4) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but for the
provisions of this Section 4) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.


 


5.
Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities)
issuable on the exercise of the Warrants or in the Purchase Price, the Company at its expense will promptly cause its Chief Financial
Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and
prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment
or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional
shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of
Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares
of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and
as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the
Holder of the Warrant and any Warrant Agent (as defined herein) of the Company (appointed pursuant to Section 10 hereof).
Holder will be entitled to the benefit of the adjustment regardless of the giving of such notice. The timely giving of such notice
to Holder is a material obligation of the Company.


 




    	 



    	 



    

 


6.
Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial Statements. The Company will at all times reserve
and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of the Warrant. This Warrant entitles the Holder hereof, upon written request, to receive
copies of all financial and other information distributed or required to be distributed to the holders of the Company’s
Common Stock.


 


7.
Assignment; Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced
hereby, may be transferred by any registered holder hereof (a “Transferor”). On the surrender for exchange
of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor
Endorsement Form”) and together with an opinion of counsel reasonably satisfactory to the Company that the transfer
of this Warrant will be in compliance with applicable securities laws, the Company will issue and deliver to or on the order of
the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified
in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof
for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.


 


8.
Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity
agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant
of like tenor.


 


9.
Maximum Exercise. The Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that
number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially
owned by the Holder and its Affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise
of this Warrant with respect to which the determination of this limitation is being made on an exercise date, which would result
in beneficial ownership by the Holder and its Affiliates of more than 4.99% of the outstanding shares of Common Stock on such
date. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the 1934 Act and Rule 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate exercises
which would result in the issuance of more than 4.99%. The restriction described in this paragraph may be waived, in whole or
in part, upon sixty-one (61) days’ prior notice from the Holder to the Company to increase such percentage.


 


10.
Warrant Agent. The Company may, by written notice to the Holder, appoint an agent (a “Warrant Agent”)
for the purpose of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1 hereof,
exchanging this Warrant pursuant to Section 7 hereof, and replacing this Warrant pursuant to Section 8 hereof, or
any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office
by such Warrant Agent.


 




    	 



    	 



    

 


11.
Transfer on the Company’s Books . Until this Warrant is transferred on the books of the Company, the Company may
treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 


12.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received), or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be: (i) if to the Company, to MamaMancini’s Holdings, Inc., 25 Branca
Road, East Rutherford, NJ, 07073 Attn: Carl Wolf, with a copy by fax only to (which shall not constitute notice) Lucosky Brookman
LLP, 101 Wood Avenue South, 5th Floor, Iselin, NJ 08830, Attn: Joseph M. Lucosky, Esq., facsimile: (732) 395-4401, and (ii) if
to the Holder, to the address and facsimile number listed on the first paragraph of this Warrant.


 


13.
Law Governing This Warrant. This Warrant shall be governed by and construed in accordance with the laws of the State of
New Jersey without regard to its principles of conflicts of laws or of any other State. Any action brought by either party hereto
against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of New Jersey
or in the federal courts located in the state and county of New Jersey. The parties to this Warrant hereby irrevocably waive any
objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction
or venue or based upon forum non conveniens. The Company and the Holder waive trial by jury. The prevailing party
shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision
of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform to, such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably
waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this
Warrant or any other transaction document 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.


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.


 


	 	MAMAMANCINI’S
    HOLDINGS, INC.
	 	 
	 	By:	 
	 	Name:	Carl
    Wolf
	 	Title:	Chief
    Executive Officer


 




    	 



    	 



    

 


Exhibit
A


 


FORM
OF EXERCISE


(To
be signed only on exercise of Warrant)


 


TO:
MAMAMANCINI’S HOLDINGS, INC.


 


The
undersigned, pursuant to the provisions set forth in the attached Warrant (No.________), hereby irrevocably elects to purchase
(check applicable box):


 


__________
shares of the Common Stock covered by such Warrant; or ___.


 


The
undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant,
which is $ _______________. Such payment takes the form of (check applicable box or boxes):


 


____$
__________ in lawful money of the United States; and/or


 


The
undersigned requests that the certificates for such shares be issued in the name of, and delivered to _______________________,
whose address is _________________________________________________________.


 


The
undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the
within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities
Act”), or pursuant to an exemption from registration under the Securities Act.


 


	Dated:
    _____________________	 
	 	(Signature
    must conform to name of holder as

    specified on the face of the Warrant)
	 	 
	 	 
	 	 
	 	(Address)


 




    	 



    	 



    

 


Exhibit
B


 


FORM
OF TRANSFEROR ENDORSEMENT


(To
be signed only on transfer of Warrant)


 


For
value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees”
the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of MAMAMANCINI’S
HOLDINGS, INC. to which the within Warrant relates specified under the headings “Percentage Transferred” and “Number
Transferred,” respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its
respective right on the books of MAMAMANCINI’S HOLDINGS, INC., with full power of substitution in the premises.


 


	Transferees	 	Percentage
    Transferred	 	Number
    Transferred


 


 


 


 


	Dated:
    ___________________, ____	 	 
	 	 	(Signature
    must conform to name of holder as specified
	 	 	on
    the face of the warrant)
	 	 	 
	Signed
    in the presence of:	 	 
	 	 	 
	 	 	 
	(Name)	 	 
	 	 	(address)
	 	 	 
	ACCEPTED
    AND AGREED:	 	 
	[TRANSFEREE]	 	 
	 	 	(address)
	 	 	 
	(Name)