EXHIBIT 4.2


 


NEITHER THIS SECURITY NOR THE SECURITIES
AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON
STOCK PURCHASE WARRANT



 


CREATIVE LEARNING CORPORATION


 


Warrant Shares: 1,000,000


Date of Issuance: February 24, 2022 (“Issuance
Date”)


 


This COMMON STOCK
PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $750,000.00
10% promissory note to the Holder (as defined below) of even date) (the “Note”), AJB Capital Investments, LLC, a Delaware
limited liability company (including any permitted and registered 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 of issuance hereof,
to purchase from Creative Learning Corporation, a Delaware corporation (the “Company”), up to 1,000,000 shares of Common
Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to
the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of
the date hereof in connection with that certain securities purchase agreement dated February 24, 2022, by and among the Company and the
Holder (the “Purchase Agreement”).


 


Capitalized terms
used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant
or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.30, subject to adjustment
as provided herein, and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending
on 5:00 p.m. eastern standard time on the five-year anniversary thereof.


 


		1.	EXERCISE OF WARRANT.




 


(a)                
Mechanics of Exercise. Subject to the terms and conditions hereof,
the rights represented by this Warrant may be exercised in whole or in part at any time or times
during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”),
of the Holder’s election to exercise this Warrant. The Holder shall not be


 



    


     


    

 


required to deliver the original Warrant
in order to effect an exercise hereunder. 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. On or before the second Trading Day (the “Warrant Share
Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer
agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the
number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price”
and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately
available funds, the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified
in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for
the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock
in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, 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 certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise
and the number of Warrant Shares represented by this Warrant is greater than the number of Warrant Shares being acquired upon an exercise,
then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense,
issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately
prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.


 


If the Company fails
to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date,
then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event
of default under the Note.


 


(b)                
No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant
as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may
be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation,
the exercise would result in the issuance of a fractional share, the number of shares issuable shall be rounded up, as the case may be,
to the nearest whole share.


               
 


(c)                
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, to the extent that after giving effect to issuance of Warrant
Shares upon 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), 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 shall include the number of shares of Common Stock issuable upon exercise of this Warrant pursuant
to a pending Exercise Notice with respect to which such determination is being made, but shall exclude the number of shares of Common
Stock which


 






    2


     


    

 





would be issuable upon (i) exercise of
the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion
of the unexercised or non-converted 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. Except as set forth in the preceding sentence, for purposes of this paragraph (c), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act, 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 paragraph applies,
the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates)
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 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.


 


For purposes of this
paragraph, 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 its transfer agent setting forth
the number of shares of Common Stock outstanding. Upon the request of a Holder, the Company shall within two Trading Days confirm to the
Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates
since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable upon exercise of this Warrant. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.


 


(d)                
Registration of Common Stock. The shares issuable upon exercise of this Warrant shall be included
in the next succeeding registration statement filed by the Company with the securities exchange commission after the Issuance Date, other
than a registration statement filed on Form S-8 or Form S-4. If no such registration statement is filed or if the Company fails to include
such shares in such registration statement, then no later than the date that is six months from the Issuance Date the Company shall file
a registration statement with the Securities and Exchange Commission including all shares issuable upon exercise of this Warrant, and
cause it to be declared effective.


             
 


2.                  
ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time
to time as follows:


                 




    3


     


    

 


(a)                
Distribution of Assets. If the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of shares 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 or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant,
then, in each such case:


             
 


(i)                 
any Exercise Price in effect immediately prior to the close of business on the record date fixed
for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the
close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which
shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value
of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock,
and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding
such record date; and


               
 


(iii)             
the number of Warrant Shares shall be increased to a number of shares equal to the number of shares 
of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares
of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding
clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company)
whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common
Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in
the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except
that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the
Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate
exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution
pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first
part of this clause (ii).


              
 


(b)                
Anti-Dilution Adjustments to Exercise Price. If and whenever, at any time while this Warrant
is outstanding, the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any warrant or option
to purchase Common Stock and/or Common Stock Equivalents (including shares of Common Stock owned or held by or for the account of the
Company), but excluding any securities issued or sold or deemed to have been issued or sold solely in connection with an Exempt Issuance,
with a purchase price per share (the “New Issuance Price”) less than the Exercise Price in effect immediately prior
to such issuance or sale or deemed issuance or sale, then immediately after such issuance or sale or deemed issuance or sale, the Exercise
Price then in effect shall be reduced to an amount equal to the New Issuance Price (subject to adjustment as provided herein).


 






    4


     


    

           
 


Notwithstanding the forgoing Section
2(b), in the event that the Company successfully lists shares of its common stock on a senior national securities exchange, including
but not limited to the Nasdaq Stock Market and/or New York Stock Exchange, the exercise price of this Warrant shall no longer be subject
to the anti-dilution adjustment provisions provided in Section 2(b) of this Warrant.


 


(c)                
Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance
Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common
Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced
and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines
(by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number
of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant
Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the
date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall be calculated to the nearest one-hundredth
of a cent. Such adjustment shall be made successively whenever any event covered by this Section 2(c) shall occur.


               
 


3.                 
FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company
effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the
“Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series
of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved
by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock
for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects
any reclassification 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 (other than as a result of a subdivision or combination of shares of Common Stock
governed by Section 2(c) herein) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise
of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company
and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant
is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such
determination). 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 share of Common Stock 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. To the extent necessary to effectuate the foregoing
provisions, any


 






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Successor Entity in such Fundamental
Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to
exercise such warrant into Alternate Consideration.


 


4.                 
NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its
certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement,
dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as
may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase
the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii)
shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and
non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding,
have authorized and reserved, free from preemptive rights, five times the number of shares of Common Stock that is actually issuable
upon full exercise of the Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on
exercise).


                 
 


5.                  
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein,
this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In
addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon
exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by
creditors of the Company.


             
 


		6.	REISSUANCE.




 


(a)                
Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed,
the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


               
 


(b)                
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant
to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated
on the face of such new Warrant which is the same as the Issuance Date.


              
 


		7.	TRANSFER.




 


(a)                
Assignment Generally. This Warrant shall be binding upon the Company and its successors and
assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein,
the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part,
by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder
(any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder).
This Warrant or


 



    6


     


    

               
 


any of the severable rights and obligations
inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without
the need to obtain the Company’s consent thereto.


 


(b)                
No Transfer Except on Compliance with the Law. The Holder of this Warrant and any transferee
hereof or of the Common Stock with respect to which this Warrant may be exercisable, by his or her acceptance hereof, hereby understands
and agrees that this Warrant and the Common Stock with respect to which this Warrant may be exercisable have not been registered under
the Securities Act, and may not be sold, pledged, hypothecated, donated, or otherwise transferred (whether or not for consideration) without
an effective registration statement under the Act or an available exemption from such registration. It shall be a condition to the transfer
of this Warrant that any transferee thereof deliver to the Company its written agreement to accept and be bound by all of the terms and
conditions of this Warrant. The foregoing notwithstanding, the Company acknowledges its obligations to register the Common Stock which
is issuable upon exercise of this Warrant pursuant to Section 1(d) hereof.


              
 


(c)                
Legend on Shares issued upon Exercise. Except to the extent the resale of the shares of Common
Stock issuable upon exercise hereof are registered for resale, or may be sold to the public pursuant to Rule 144 under the Securities
Act, the certificates of the Company that will evidence the shares of Common Stock with respect to which this Warrant may be exercisable
will be imprinted with a conspicuous legend in substantially the following form:


                 
 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT
BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND/OR SUBMISSION TO THE COMPANY OF SUCH OTHER
EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION
OF THE ACT.”


 


8.             
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided
herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide
the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the
calculation of such adjustment and (ii) at least ten days prior to the date on which the Company closes its books or takes a record (A)
with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any
stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property,
pro rata to the holders of shares of Common Stock, or (C) for determining rights to vote with respect to any Fundamental Transaction,
dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with
such notice being provided to the Holder.


         
 






    7


     


    

 


9.                   
AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally
or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.


             
 


10.               
GOVERNING LAW AND VENUE. This Warrant shall be governed by and construed in accordance with
the laws of the State of Wyoming without regard to principles of conflicts of laws. Any action brought by either party against the other
concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the State of New York or
in the federal courts located in the State of New York. 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 BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.
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 with 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 hereby irrevocably waives personal service
of process and consents to process being served in any suit, action or proceeding in connection with this Agreement 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 Agreement 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.


           
 


11.               
ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement
to all of the terms and conditions contained herein.


             
 


12.              
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following
meanings:


   
 


		(a)	“Nasdaq” means www.Nasdaq.com.




 


(b)                
“Closing Sale Price” means, for any security as of any date, (i) the last closing
trade price for such security on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended
hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time,
as reported by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the over- the-counter market
for such security as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid
and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for
a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair
market value as mutually determined by the Company and the Holder.


             
 






    8


     


    

 


All such determinations to be appropriately adjusted for any
stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


(c)                
“Common Stock” means the Company’s common stock, and any other class of
securities into which such securities may hereafter be reclassified or changed.


                 
 


(d)                
“Common Stock Equivalents” means any securities of the Company that would entitle
the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants
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.


                
 


(e)                 
“Exempt Issuance” means (i) issuances of securities in a firm commitment underwritten
public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors,
contractors, consultants or other advisors approved by the Board, whether pursuant to a plan or on a case-by-case basis, (iii) issuances
to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real
property leases or similar transactions approved by the Board, (iv) issuances of securities as consideration for a merger, consolidation
or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise
equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company, or (v) shares
of Common Stock issued pursuant to the Company’s current private placement offering of 7,000,000 Units for $0.20 per Unit, each
of which consists of one share of common stock and one warrant to purchase one share of common stock for $0.40 per share.


                
 


(f)                
“Principal Market” means the primary exchange or quotation system on which the
Common Stock is then traded.


                
 


(g)              
“Trading Day” means (i) any day on which the Common Stock is listed or quoted
and traded on its Principal Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange,
then a day on which trading occurs on any over- the-counter markets, or (iii) if trading does not occur on the over-the-counter markets,
any Business Day.               
 


* * * * * * *


 






    9


     


    

 


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


 


CREATIVE LEARNING CORPORATION


 





  



    10


     


    

 


EXHIBIT
A


 


EXERCISE NOTICE


 


(To be executed by the registered holder to exercise this Common
Stock Purchase Warrant)


 


THE UNDERSIGNED holder
hereby exercises the right to purchase  of the shares of Common Stock (“Warrant Shares”) of Creative Learning Corporation,
a Delaware corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


	1.	Form of Exercise Price. The Holder intends
that payment of the Exercise Price shall be made with respect to_______________ Warrant Shares.
	 	 
	2.	Payment of Exercise Price. If cash exercise
is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $_______________to the Company in accordance
with the terms of the Warrant.
	 	 
	3.	Delivery
of Warrant Shares. The Company shall deliver to the holder _______________Warrant Shares in accordance with the terms of the Warrant.



   


	Date:_______________	 
	 	 
	 	(Print Name of Registered Holder)
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 






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EXHIBIT
B


 


ASSIGNMENT OF WARRANT


 


(To be signed only upon authorized
transfer of the Warrant)


 


FOR VALUE RECEIVED, the undersigned
hereby sells, assigns, and transfers unto________________the right to purchase______________shares of common
stock of Creative Learning Corporation to which the within Common Stock Purchase Warrant relates and appoints_______________,
as attorney-in-fact, to transfer said right on the books of Creative Learning Corporation with full power of substitution and re-substitution
in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the
within Warrant.


 


	Dated:_____________	 
	 	 
	 	(Signature) *
	 	 
	 	(Name)
	 	 
	 	(Address)
	 	 
	 	(Social Security or Tax Identification No.)



 


* The signature on this Assignment of
Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration
or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate
your position(s) and title(s) with such entity.


 


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