Exhibit 4.2


 


NEITHER THIS SECURITY
NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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.


 


FORM OF COMMON STOCK PURCHASE WARRANT


 


Electronic
Cigarettes INTERNATIONAL GROUP,
LTD.


 


	Warrant Shares: [_____]	Dated:  April 27, 2015


 


[NOTE: Warrant shares are to be equal to
the number of warrant shares based upon a deemed rate of 25% of the fully-diluted Common Stock issued in connection with a hypothetical
$28 million of long-term financing – so, if Lender provides $5 million of the long-term financing, the percentage of the
fully-diluted Common Stock will be equal to approximately 4.46% (25% multiplied by a fraction equal to $5 million divided by $28
million]


 


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 the close of business on the seven
year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for
and purchase from Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), up
to [_______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock.  The
purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).


 


The Holder and the Company
agree that for U.S. federal income tax purposes, the aggregate issue price under Section 1273(b) of the Internal Revenue
Code of 1986, as amended, of all of the Warrant Shares to be purchased hereunder is [$_______].  The Holder and the Company
agree to use the foregoing issue price and the values and the yields which result in such issue price for U.S. federal income tax
purposes.


 




    	1



    	 



    

  


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


 


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


 


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


 


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


 


“Common
Stock”  means the common stock of the Company, par value $0.001 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.


 


“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.


 


“Rule
144”  means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as
such Rule.


 


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


 


“Subsidiary”  means
any Person of which or in which the Company or its other Subsidiaries own directly or indirectly 50% or more of: (a) the combined
voting power of all classes of stock having general voting power under ordinary circumstances to elect a majority of the board
of directors of such Person, if it is a corporation, (b) the capital interest or profit interest of such Person, if it is a partnership,
limited liability company, joint venture or similar entity, or (c) the beneficial interest of such Person, if it is a trust, association
or other unincorporated organization.  


 




    	2



    	 



    

  


“Trading
Day”  means a day on which the principal Trading Market is open for trading.


 


“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, NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
Market, the New York Stock Exchange, the OTCQX, OTCQB or OTCPink market (or any successors to any of the foregoing).


 


“Transfer
Agent”  means Nevada Agency and Transfer Company, the current transfer agent of the Company, with a mailing
address of 50 West Liberty Street, Suite 880, Reno, Nevada 89501 and a telephone number of (775) 322-0626, and any successor transfer
agent of the Company.


 


“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. or such other reporting
service acceptable to the Holder (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)),
or (b) 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 Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


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 (or such other
office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder
appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise form annexed hereto and within
three (3) Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment
of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States
bank.  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 form 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 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 of a technical nature to any Notice of Exercise
Form to the Holder in writing within one (1) Business Day of receipt of such Notice of Exercise Form and the Holder shall promptly
re-deliver a revised Notice of Exercise Form to the Company; provided that any such objection shall not invalidate such Notice
of Exercise Form when properly completed by the Holder.


 




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b)            Exercise
Price.  The exercise price per share of the Common Stock under this Warrant shall be $0.45, subject to adjustment
hereunder (the “Exercise Price”).


 


		c)	Mechanics of Exercise.



 


i.            Delivery
of Warrant Shares Upon Exercise.  Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to
the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or
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 the
Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144,
and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3)
Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise and (B) surrender of this Warrant (if
required) (such date, the “Warrant Share Delivery Date”).   The Warrant Shares shall be deemed to
have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record
of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price
and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vii) prior to the issuance of such shares, having
been paid.  


 


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.


 




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iii.         Rescission
Rights.  If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to
Section 2(c)(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 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 Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise
of shares of Common Stock 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 shares of Common Stock upon exercise of the Warrant as required pursuant
to the terms hereof.


 




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v.           Insufficient
Authorized Shares.  If, notwithstanding Section 2(c)(i), and not in limitation thereof, at any time while this Warrant
remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy
its obligation to reserve for issuance the number of shares of Common Stock issuable upon exercise of this Warrant (an “Authorized
Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized
shares of Common Stock to an amount sufficient to allow the Company to reserve the applicable amount for the Warrants then outstanding.  Without
limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share
Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold
a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock.  In
connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts
to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors
to recommend to the stockholders that they approve such proposal.  In the event that the Company is prohibited from issuing
shares of Common Stock upon any exercise due to the failure by the Company to have sufficient shares of Common Stock available
out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock, the “Authorized
Failure Shares”), in lieu of delivering such Authorized Failure Shares to the Holder, the Company shall, upon the Holder’s
written demand, pay cash in exchange for the portion of the Warrant exercisable into such Authorized Failure Shares at a price
equal to the sum of the product of (x) such number of Authorized Failure Shares and (y) the VWAP of the Common Stock on the date
such Authorized Failure Shares should have been issued pursuant to the terms of this Warrant, reduced by the Exercise Price.


 


vi.         No
Fractional Shares or Scrip.  No fractional shares or scrip representing fractional 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 share.


 


vii.        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 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.


 




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


 


d)        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), 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 with respect to which such determination is being made, but shall exclude the number of
shares of Common Stock 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 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.  Except
as set forth in the preceding sentence, for purposes of this Section 2(d), 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(d) 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.   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(d), 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 two Trading
Days 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 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 Holder, upon not less than 61 days’ prior notice to the Company, may
increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(d), provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to
the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(d)
shall continue to apply.  Any such increase or decrease 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(d) 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.


 




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(e)          Cashless
Exercise. 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) = the VWAP on the Trading
Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,”  as
set forth in the applicable Notice of Exercise;


 


(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.


 




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(f)          Certificates
evidencing the Warrant Shares shall not contain any legend: (i) while a registration statement covering the resale of the Warrant
Shares is effective under the Securities Act, (ii) following any sale of such Warrant Shares pursuant to Rule 144, (iii) if such
legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission).  The Company shall cause its counsel to issue a legal opinion to the Transfer
Agent promptly after any of the events described in (i)-(iii) in the preceding sentence if required by the Transfer Agent to effect
the removal of the legend affecting the Warrant Shares (with a copy to the Holder and its broker).  If all or any portion
of the Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares,
or if such Warrant Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements
of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Warrant
Shares shall be issued free of all legends.  The Company agrees that following such time as such legend is no longer
required under this Section 2(f), it will, no later than three (3) Trading Days following the delivery by the Holder to the Company
of a certificate representing Warrant Shares, as applicable, issued with a restrictive legend (such third Trading Day, the “Legend
Removal Date”), deliver or cause to be delivered to the Holder a certificate representing such shares that is free from all
restrictive and other legends.  The Company may not make any notation on its records that enlarge the restrictions on
transfer set forth in this Warrant.  Certificates for Warrant Shares subject to legend removal hereunder shall be transmitted
by or on behalf of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust
Company System as directed by the Holder.


 


(g)          The
Company shall cause its counsel to issue a legal opinion to the Holder promptly after any of the events described in (ii)-(iii)
of Section 2(f), above, if requested by the Holder to effect the removal of the legend affecting the Warrant (with a copy to the
Holder and its broker).  The Company agrees that following such time as such legend is no longer required under this
Section 2(g), it will, no later than three (3) Trading Days following such request, deliver or cause to be delivered to the Holder
a new Warrant that is free from all restrictive and other legends.  The Company may not make any notation on its records
that enlarge the restrictions on transfer set forth in this Warrant.


 




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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 shares of its 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 shares of Common Stock 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 shares of the 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 (excluding treasury shares,
if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock 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 stockholders 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.


 


b)       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 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, 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 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 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 shares of Common Stock
are to be determined for the participation in such Distribution (provided, however, 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).


 




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c)       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 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 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), in each case not otherwise prohibited pursuant hereto (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(d) on the exercise of this Warrant), the number of shares
of Common 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(d) 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 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.  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, purchase
this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised
portion of this Warrant on the date of the consummation of such Fundamental Transaction.  “Black Scholes Value”  means
the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV”  function
on Bloomberg, L.P. (“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 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 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 (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.  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 and any other documents executed
in connection with the issuance of this Warrant in accordance with the provisions of this Section 3(c) 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 shares
of Common Stock 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 shares of Common Stock 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 and the other documents executed in connection with the issuance 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 and the other documents executed in connection with the issuance of this Warrant with the same
effect as if such Successor Entity had been named as the Company herein.


 




    	11



    	 



    

  


d)       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 of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


e)       Intent
Regarding Warrant Shares.  In the event that the aggregate number of Warrant Shares issuable upon exercise of this
Warrant shall entitle the Holder to less than [______%] of the fully-diluted Common Stock and Common Stock Equivalents as
of the date hereof, assuming the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible
into any Common Stock or Common Stock Equivalents (reflecting the operation of all anti-dilution protections made available to
holders of Common Stock and Common Stock Equivalents, adjusted as of the date each such protection was initially triggered), then
the number of Warrant Shares issuable upon exercise of this Warrant shall be increased so that aggregate number of Warrant Shares
issuable upon exercise of this Warrant shall entitle the Holder to [______%] of such fully-diluted Common Stock and Common
Stock Equivalents as of the date hereof.  The Company shall notify the Holder in writing, no later than the Trading Day
following the Company’s discovery of circumstances requiring such an adjustment or of any claim made by a third party that
may cause such an adjustment.  At the option of the Holder, in lieu of making such adjustment to this Warrant, the Company
shall, upon the Holder’s written demand, pay cash in exchange for the number of Warrant Shares subject to such adjustment
at a price equal to the sum of the product of (x) such number of Warrant Shares and (y) the VWAP of the Common Stock on the date
such an adjustment was discovered, reduced by the Exercise Price.


 




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f)       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
mail to the Holder 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
approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any
consolidation or merger to which the Company 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 is converted into other securities, cash or property, or (D)
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 mailed to the Holder at its last 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 the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure
to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required
to be specified in such notice.  To the extent that any notice provided hereunder 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.


 




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Section 4.         Transfer
of Warrant.


 


a)       Transferability.  Subject
to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, 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 the Holder
delivers an assignment form to the Company assigning this Warrant 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.  


 


b)        New
Warrants. 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 Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant
thereto.


 


c)        Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time.  The Company 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.


 


d)        Representation
by the Holder.  The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and,
upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view
to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable
state securities law, except pursuant to sales registered or exempted under the Securities Act.  Notwithstanding the
foregoing, it is understood and acknowledged by the Company that the Holder has not been asked to agree, nor has the Holder agreed,
to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative”  securities
based on securities issued by the Company or to hold the Warrant Shares for any specified term.  The Company further
understands and acknowledges that the Holder may engage in hedging and/or trading activities at various times during the period
that the Warrant Shares are outstanding, including, without limitation, during the periods that the value of the Warrant Shares
are being determined and such hedging and/or trading activities, if any, can reduce the value of the existing shareholder’s
equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted.  


 




    	14



    	 



    

  


Based on
the foregoing representations of the Holder, neither the Company, nor any of its Affiliates, nor any Person acting on its or their
behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances
that would cause the issuance of this Warrant to be integrated with prior offerings by the Company for purposes of the Securities
Act which would prevent the Company from issuing the Warrant pursuant to Regulation D and Rule 506 thereof under the Securities
Act nor will the Company or any of its affiliates or subsidiaries take any action or steps that would cause the issuance of this
Warrant to be integrated with other offerings if to do so would prevent the Company from issuing the Warrant pursuant to Regulation
D and Rule 506 thereof under the Securities Act or otherwise prevent a completed offering of Securities hereunder.


 


Section 5.          Covenants.  The
Company covenants and agrees with the original Holder of this Warrant, for so long as the original Holder is entitled to exercise
the right to purchase Warrant Shares pursuant to this Warrant or any new Warrant issued pursuant to the terms of this Warrant,
unless the original Holder of this Warrant shall otherwise consent in writing::


 


a)        No
Subsequent Equity Sales or Rights Offerings. Except as contemplated by Section 3(a) above, neither the Company nor any Subsidiary
thereof, shall sell or grant any option or right to purchase, or sell or grant any right to reprice, or otherwise dispose of or
issue (or announce any offer, sale, grant or any option or right to purchase or other disposition) any Common Stock or Common Stock
Equivalents.


 


b)        Dilutive
Effect.  The Company shall issue the Warrant Shares regardless of the dilutive effect that such issuance may have
on the ownership interest of other shareholders of the Company.


 


c)        DTC
Status.  The Company’s shall ensure that its transfer agent is a participant in and that the Common Stock is
eligible for transfer pursuant to the Depository Trust Company Fast Automated Securities Transfer Program.


 


d)        Trading
Market.  The Company shall comply in all material respects with the applicable listing and corporate governance rules
and regulations of the Trading Market.


 


Section 6.          Miscellaneous.


 


a)        No
Rights as Stockholder Until Exercise.  This Warrant does not entitle the Holder to any voting rights, dividends or
other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(c)(i), except as expressly
set forth in Section 3.  


 




    	15



    	 



    

  


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; Payments Not Restricted.  


 


The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued 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 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 certificate 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 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 its best 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.


 




    	16



    	 



    

  


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.


 


The Company
represents, warrants and covenants that any payment to the Holder required hereunder, including, without limitation, pursuant to
Section 2(c)(iv) and (v) shall not be prohibited, limited or other restricted in any manner, by contract or otherwise.


 


e)            Governing
Law; Jurisdiction.  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 its 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 (including with respect to the enforcement
of this Warrant), 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, then the prevailing party in such action, suit or proceeding
shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.  


 




    	17



    	 



    

  


f)         Restrictions.  The
Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, 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, notwithstanding the
fact that all rights hereunder terminate on the Termination Date.  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 required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time)
on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30
p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent
by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required
to be given.  The address for such notices and communications shall be as set forth on the signature pages attached hereto.


 


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 Common Stock or as a stockholder 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 and the Company’s obligations 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.


 




    	18



    	 



    

 





l)         Amendment.  This
Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


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.


 


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


 


(Signature Page Follows)


 




    	19



    	 



    

 





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.


 


	 	Electronic Cigarettes
	 	INTERNATIONAL GROUP, LTD.
	 	 	 	 
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	Address:	14200 Ironwood Drive
	 	 	 	Grand Rapids, MI  49543


 




    	 



    	 



    

  


NOTICE OF EXERCISE


 


To:     Electronic
Cigarettes INTERNATIONAL GROUP, LTD.


 


(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)  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:


 


	 	 
	 	 
	 	 
	 	 
	 	 


 


(3)  Accredited Investor.  The
undersigned is an “accredited investor”  as defined in Regulation D promulgated under the Securities Act
of 1933, as amended.


 


[SIGNATURE
OF HOLDER]


 


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






    	 



    	 



    




 


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)
	Dated: _______________ __, ______	 
	Holder’s Signature:	 	 
	Holder’s Address: