Guardion
Health Sciences, Inc.


 


and


 


VStock
Transfer, LLC, as


Warrant
Agent


 


Warrant
Agent Agreement


 


Dated
as of October 30, 2019


 




    	 



    	 



    

 


WARRANT
AGENT AGREEMENT


 


WARRANT
AGENT AGREEMENT, dated as of October 30, 2019 (“Agreement”), between Guardion Health Sciences, Inc., a Delaware
corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).


 


W
I T N E S S E T H


 


WHEREAS,
pursuant to a registered offering by the Company of shares of common stock, par value $0.001 per share (the “Common Stock”),
and Series B warrants to purchase shares of Common Stock (the “Warrants”), pursuant to an effective registration
statement on Form S-1, as amended (File No. 333-234322) (the “Registration Statement”), the Company wishes
to issue the Warrants in book-entry form entitling the respective holders of the Warrants (the “Holders”, which
term shall include a Holder’s transferees, successors and assigns and “Holder” shall include, if the Warrants
are held in “street name”, a Participant (as defined below) or a designee appointed by such Participant) to purchase
up to 24,500,000 shares of Common Stock upon exercise of Series B Warrants upon the terms and subject to the conditions hereinafter
set forth (the “Offering”);


 


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


 


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


 


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


 


Section
1. Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:


 


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


 


(b)
“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 the Nasdaq Stock Market is authorized or required by law or other governmental action to close.


 


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


 


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


 


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


 


(H)
“Warrant Shares” means the shares of Common Stock underlying the Warrants and issuable upon exercise of the
Warrants.


 


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


 




    	2



    	 



    

 


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


 


Section
3. Global Warrants.


 


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


 


(b)
If the Depositary subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct
the Warrant Agent regarding other arrangements for book-entry settlement. In the event that the Warrants are not eligible for,
or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions
to the Depositary to deliver to the Warrant Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant
Agent to deliver to each Holder a Warrant Certificate.


 


(c)
A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate
Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such
Holder’s Global Warrants for a Warrant Certificate evidencing the same number of Warrants, which request shall be in the
form attached hereto as Annex A (a “Warrant Certificate Request Notice” and the date of delivery of
such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the
deemed surrender upon delivery by the Holder of a number of Global Warrants for the same number of Warrants evidenced by a Warrant
Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect the Warrant Exchange and shall
promptly issue and deliver to the Holder a Warrant Certificate for such number of Warrants in the name set forth in the Warrant
Certificate Request Notice. Such Warrant Certificate shall be dated the issue date of the Warrants, shall be executed either manually
or by facsimile by an authorized signatory of the Company, shall be in the form attached hereto as Exhibit 1, and shall
be reasonably acceptable in all respects to such Holder. In connection with a Warrant Exchange, the Company agrees to deliver,
or to direct the Warrant Agent to deliver, the Warrant Certificate to the Holder within three (3) Business Days of the Warrant
Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant
Certificate Delivery Date”). If the Company fails for any reason to deliver to the Holder the Warrant Certificate subject
to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash,
as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Warrant Certificate (based on
the VWAP (as defined in the Warrants) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day
for each Business Day after such Warrant Certificate Delivery Date until such Warrant Certificate is delivered or, prior to delivery
of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of
delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Warrant Certificate and,
notwithstanding anything to the contrary set forth herein, the Warrant Certificate shall be deemed for all purposes to contain
all of the terms and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Agreement, other than
Sections 3(c) and 9 herein, shall not apply to the Warrants evidenced by the Warrant Certificate. Notwithstanding anything herein
to the contrary, the Warrant Agent shall act as warrant agent with respect to any physical Warrant Certificate requested and issued
pursuant to this section.


 


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


 




    	3



    	 



    

 


Section
5. Countersignature and Registration. The Warrant Certificates shall be executed on behalf of the Company by its Chief
Executive Officer or Chief Financial Officer, either manually or by facsimile signature, which signature shall be attested by
the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates shall
be countersigned by the Warrant Agent by original or facsimile signature and shall not be valid for any purpose unless so countersigned.
In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the
Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless,
may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed
such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf
of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of
the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person
was not such an officer.


 


The
Warrant Agent will keep or cause to be kept, at one of its offices, or at the office of one of its agents, books for registration
and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders
of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of
each of such Warrant Certificate; provided that the Holders of the Warrant Certificates have provided to the Warrant Agent in
writing all such information regarding the Holders. The Warrant Agent will create a special account for the issuance of Warrant
Certificates.


 


Section
6. Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates.
With respect to the Global Warrant, subject to the provisions of the Warrant Certificate and the last sentence of this first paragraph
of Section 6 and subject to applicable law, rules or regulations, or any “stop transfer” instructions the Company
may give to the Warrant Agent, at any time after the closing date of the Offering, and at or prior to the Close of Business on
the Termination Date (as such term is defined in the Warrant Certificate), any Warrant Certificate or Warrant Certificates or
Global Warrant or Global Warrants may be transferred, split up, combined or exchanged for another Warrant Certificate or Warrant
Certificates or Global Warrant or Global Warrants, entitling the Holder to purchase a like number of shares of Common Stock as
the Warrant Certificate or Warrant Certificates or Global Warrant or Global Warrants surrendered then entitled such Holder to
purchase. Any Holder desiring to transfer, split up, combine or exchange any Warrant Certificate or Global Warrant shall make
such request in writing delivered to the Warrant Agent, and shall surrender the Warrant Certificate or Warrant Certificates to
be transferred, split up, combined or exchanged at the principal office of the Warrant Agent, provided that no such surrender
is applicable to the Holder of a Global Warrant. Any requested transfer of Warrants, whether in book-entry form or certificate
form, shall be accompanied by reasonable evidence of authority of the party making such request that may be required by the Warrant
Agent. Thereupon the Warrant Agent shall, subject to the last sentence of this first paragraph of Section 6, countersign and deliver
to the Person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Company
may require payment from the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection
with any transfer, split up, combination or exchange of Warrant Certificates. The Company shall compensate the Warrant Agent per
the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof.


 


Upon
receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation
of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security in customary form and amount, and
reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant
Agent and cancellation of the Warrant Certificate if mutilated, the Warrant Agent shall, on behalf of the Company, countersign
and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed
or mutilated. The Warrant Agent may charge the Holder an administrative fee for processing the replacement of lost Warrant Certificates,
which shall be charged only once in instances where a single surety bond obtained covers multiple certificates. The Warrant Agent
may receive compensation from the surety companies or surety agents for administrative services provided to them. The Company
agrees to secure a bond on behalf of the Holder in connection with the replacement of such Warrant Certificates, if requested
by the Warrant Agent.


 




    	4



    	 



    

 


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


 


(a)
The Warrants shall be exercisable commencing on the Initial Exercise Date. The Warrants shall cease to be exercisable and shall
terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business
on the Termination Date. Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant
in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Notice of Exercise and payment of
the Exercise Price, which may be made, at the option of the Holder, by wire transfer or by certified or official bank check in
United States dollars, to the Company at the principal office of the Company or to the office of one of its agents as may be designated
by the Company from time to time. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Notice
of Exercise and the payment of the Exercise Price as described herein. Notwithstanding any other provision in this Agreement,
a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary
(or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary
(or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures
to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). No ink-original Notice
of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of
Exercise be required.


 


(b)
Upon receipt of a Notice of Exercise for a Cashless Exercise, the Company will promptly calculate and transmit to the Warrant
Agent the number of Warrant Shares issuable in connection with such Cashless Exercise and deliver a copy of the Notice of Exercise
to the Warrant Agent, which shall issue such number of Warrant Shares in connection with such Cashless Exercise.


 


(c)
Upon the Warrant Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Termination Date set
forth in such Warrant Certificate, with the executed Notice of Exercise, accompanied by payment of the Exercise Price for the
shares to be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental
charge or expense reimbursement referred to in Section 6 by wire transfer, or by certified check or bank draft payable to the
order of the Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Notice of Exercise and the
payment of the Exercise Price (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein),
the Warrant Agent shall cause the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon
the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by
such Holder, no later than the Warrant Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company
is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting
the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless
Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account
of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated
to pay any amounts to any Holders pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant Certificate, such obligation shall be
solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement,
except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal
to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth
in Section 7(a) hereof by the Warrant Share Delivery Date, the Warrant Agent will not obligated to deliver such Warrant Shares
(via DWAC or otherwise) until following receipt of such payment, and the applicable Warrant Share Delivery Date shall be deemed
extended by one day for each day (or part thereof) until such payment is delivered to the Warrant Agent. For purposes of Regulation
SHO, a holder whose interest in the Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary
(or another established clearing corporation performing similar functions) shall be deemed to have exercised its interest in this
Warrant upon instructing its broker that is a Participant to exercise its interest in the Warrant, provided that payment of the
aggregate Exercise Price (other than in the case of a Cashless Exercise) is received on or prior to the Warrant Share Delivery
Date.


 


(d)
Intentionally Omitted.


 


(e)
In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, a new Warrant Certificate
evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent
to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 2(d)(ii) of the Warrant
Certificate, subject to the provisions of Section 6 hereof.


 




    	5



    	 



    

 


Section
8. Cancellation and Destruction of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise,
transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the
Warrant Agent for cancellation or in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant
Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company
shall deliver to the Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other
Warrant Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. If requested in writing by
the Company, the Warrant Agent shall deliver a copy of all cancelled certificates and confirmation of all canceled Warrant Certificates
to the Company.


 


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


 


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


 


(b)
As of the date hereof, prior to the offering, the authorized capital stock of the Company consists of (i) 90,000,000 shares of
Common Stock authorized, of which 50,482,562 shares of Common Stock are issued and outstanding, and 4,215,238 shares of Common
Stock are reserved for issuance upon exercise of the Warrants and stock options, and (ii) 10,000,000 shares of preferred stock
are authorized, of which no shares are issued and outstanding. Except as disclosed in the Registration Statement, there are no
other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital
stock of the Company.


 


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


 


(d)
The Warrant Agent will maintain books and records reasonably necessary to record the issuance of Common Stock upon the exercise
of Warrants.


 


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


 


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


 




    	6



    	 



    

 


Section
11. Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants. The Exercise Price,
the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time
as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant
to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares
of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon
exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate, and the provisions of Sections
7, 9 and 13 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All
Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate
shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time
to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.


 


Section
12. Certification of Adjusted Exercise Price or Number of Shares of Common Stock. Whenever the Exercise Price or the number
of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company
shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement
of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common
Stock a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant
Certificate.


 


Section
13. Fractional Shares of Common Stock.


 


(a)
The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever
any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect
a rounding of such fraction to the nearest whole Warrant (rounded up).


 


(b)
The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which
evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be
issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v)
of the Warrant Certificate.


 


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


 


	 	(a)	Compensation
    and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 2 hereto for
    all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including
    reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly
    caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees
    to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross
    negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant
    Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant
    Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or
    to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s
    satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or
    the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant
    Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses
    or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant
    Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and
    the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under
    this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly
    limited to, and shall not exceed in any circumstances, one years fees received by the Warrant Agent as fees and charges under
    this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.


 




    	7



    	 



    

 


	 	(b)	Agent
    for the Company. In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent
    is acting solely as agent of the Company and does not assume any obligations or relationship of agency or trust for or with
    any of the Holders of Warrant Certificates or beneficial owners of Warrants.
	 	 	 
	 	(c)	Counsel.
    The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the written
    advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or
    omitted by it hereunder in good faith and in accordance with the advice of such counsel.
	 	 	 
	 	(d)	Documents.
    The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted by it in
    reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document
    reasonably believed by it to be genuine and to have been presented or signed by the proper parties.
	 	 	 
	 	(e)	Certain
    Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest
    in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent
    permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company
    and may act on, or as depositary, trustee or agent for, any committee or body of Holders of Warrant Securities or other obligations
    of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed
    to prevent the Warrant Agent from acting as trustee under any indenture to which the Company is a party.
	 	 	 
	 	(f)	No
    Liability for Interest. Unless otherwise agreed with the Company, the Warrant Agent shall have no liability for interest on
    any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.
	 	 	 
	 	(g)	No
    Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or any
    of the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon).
	 	 	 
	 	(h)	No
    Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations
    herein or in the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon), all of which are made solely
    by the Company.
	 	 	 
	 	(i)	No
    Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates
    specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates
    against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend
    to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion,
    assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of
    any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement
    or for the application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or
    responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or
    in the Warrant Certificates or in the case of the receipt of any written demand from a Holder of a Warrant Certificate with
    respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate
    or attempt to initiate any proceedings at law.


 




    	8



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	9



    	 



    

 


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


 


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


 


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


 


Section
17. Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30
days’ notice in writing sent to the Company and to the transfer agent of the Common Stock. The Company may remove the Warrant
Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent,
as the case may be, and to each transfer agent of the Common Stock, and to the Holders of the Warrant Certificates. If the Warrant
Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant
Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified
in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate
(who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate
may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this
Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent,
whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the
United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers
and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant
Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with
the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or
deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held
by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than
the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent
and each transfer agent of the Common Stock, and mail a notice thereof in writing to the Holders of the Warrant Certificates.
However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity
of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.


 


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


 




    	10



    	 



    

 


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


 


	 	(a)	If
        to the Company, to:

         

        Guardion
        Health Sciences, Inc.

        15150
        Avenue of Science, Suite 200

        San
        Diego, California 92128

        Attention:
        Chief Executive Officer

        E-mail:
        mfavish@guardionhealth.com

         

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

        Sheppard,
        Mullin, Richter & Hampton LLP

        333
        South Hope Street, 43rd Floor

        Los
        Angeles, California 90071

        Attention:
        David I. Sunkin

        E-mail:
        dsunkin@sheppardmullin.com



 


	 	(b)	If
        to the Warrant Agent, to:

         

        VStock
        Transfer, LLC

        18 Lafayette Place

        Woodmere, NY 11598

        Attn: Warrant Department



 


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


 


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


 




    	11



    	 



    

 


Section
20. Supplements and Amendments.


 


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


 


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


 


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


 


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


 


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


 


Section
24. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


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


 


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


 




    	12



    	 



    

 


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


 


	 	GUARDION
    HEALTH SCIENCES, INC.
	 	 	 
	 	By:	/s/
Michael Favish 
	 	Name: 
    	Michael Favish
	 	Title:
    	Chief Executive Officer


 


	 	VSTOCK
    TRANSFER, LLC
	 	 	 
	 	By:	/s/
Shay Galam
	 	Name: 	Shay Galam
	 	Title:	Compliance Officer



 



    	13



    	 



    

 


Annex
A: Form of Warrant Certificate Request Notice


 


WARRANT
CERTIFICATE REQUEST NOTICE


 


To:
VStock Transfer, LLC, as Warrant Agent for Guardion Health Sciences, Inc. (the “Company”)


 


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


 


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


 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


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


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: ____________________________________________________


 


Signature
of Authorized Signatory of Investing Entity: ______________________________


 


Name
of Authorized Signatory: ________________________________________________


 


Title
of Authorized Signatory: _________________________________________________


 


Date:
_______________________________________________________________


 




    	14



    	 



    

 


Exhibit
1: Form of Warrant Certificate


 


SERIES
B COMMON STOCK PURCHASE WARRANT


 


GUARDION
HEALTH SCIENCES, INC.


 


	Warrant
    Shares: [_______]1	Initial
    Issuance Date: October 30, 2019


 


THIS
SERIES B COMMON STOCK PURCHASE WARRANT (this “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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on
the date that is five (5) years following the Initial Exercise Date (the “Termination Date”) but not thereafter,
to subscribe for and purchase from Guardion Health Sciences, Inc., a Delaware 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). This Warrant
shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or
its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to the Holder’s
right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this
sentence shall not apply.


 


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


 


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


 


“Amendment”
means any amendment to the Company’s Amended Certificate of Incorporation to increase the number of shares of authorized
Common Stock (or effect a reverse stock split of the Common Stock), which would result in the Company having a sufficient number
of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant
at least a number of shares of Common Stock equal to 100% of the number of shares of Common Stock as shall from time to time be
necessary to effect the exercise of all of this Warrant then outstanding without regard to any limitation on exercise included
herein.


 


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


 


“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.


 





 






1
Up to 24,500,000 shares of common stock.


 



    	15



    	 



    

 


“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.


 


“Initial
Exercise Date” means the date that the Company announces that it has received Stockholder Approval and the Amendment
to the Company’s Amended Certificate of Incorporation shall have become effective.


 


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


 


“Registration
Statement” means the Company’s registration statement on Form S-1 (File No. 333-234322).


 


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


 


“Stockholder
Approval” means such time as the Company’s stockholders have approved an Amendment.


 


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


 


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


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market
or the New York Stock Exchange (or any successors to any of the foregoing).


 


“Transfer
Agent” means VStock Transfer, LLC, the current transfer agent of the Company with a mailing address of 8 Lafayette Place,
Woodmere, New York 11598, a phone number of (212) 828-8436 and an email address of shay@vstock.com, 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. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading
Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX
as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common
Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value
of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest
of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the
Company.


 






    	16



    	 



    

 


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


 


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


 


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


 


Section
2. Exercise.


 


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


 


Notwithstanding
the foregoing in this Section 2(a), a Holder whose interest in this Warrant is a beneficial interest in certificate(s) representing
this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall
effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the
appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such
other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form
pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply. Notwithstanding anything to
the contrary contained herein, a beneficial holder of the Warrant shall have all of the rights and remedies of the “Holder”
hereunder.


 


b)
Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.342, subject to adjustment
hereunder (the “Exercise Price”).


 






    	17



    	 



    

 


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


 


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


 


If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company
agrees not to take any position contrary to this Section 2(c).


 




    	18



    	 



    

 


d)
Mechanics of Exercise.


 


i.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted
by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with
The Depository Trust Company through its Deposit 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) this Warrant is being exercised via cashless exercise,
and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder
or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified
by the Holder in the Notice of Exercise by the date that is the earliest of: (i) two (2) Trading Days after the delivery to the
Company or the Warrant Agent of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price
to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company
of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided, that in no event
will the Warrant Share Delivery Date be prior the Holder’s delivery of the aggregate Exercise Price to the Company. Upon
delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant
Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within
the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following
delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to
a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and
not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date
of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th)Trading Day after
such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares
are delivered or Holder rescinds such exercise. Notwithstanding the foregoing, the Warrant Agent shall not, in any event, be subject
to, or responsible for, liquidated damages as contemplated by this Section 2(d)(i). The Company agrees to maintain a transfer
agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s
primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.


 


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.


 


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


 






    	19



    	 



    

 


iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available
to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with
the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such
failure that is solely due to any action or inaction by the Holder with respect to such exercise), 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. Notwithstanding the foregoing, the Warrant
Agent shall not, in any event, be subject to, or responsible for, Buy-In damages contemplated by this Section 2(d)(iv).


 


v.
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.


 


vi.
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid
by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed
by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the
name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for
any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice
of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions)
required for same-day electronic delivery of the Warrant Shares.


 


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


 






    	20



    	 



    

 


e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not
have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect
to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s
Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons,
“Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined
below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its
Affiliates and Attribution Parties shall include the number of 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
or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the
Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise
analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.
Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged
by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of
the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant
is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be
the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together
with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the
Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.
In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the
number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected
in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent
public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the
number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading
Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the
Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number
of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be [4.99% /9.99%]
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 notice to the Company, may increase or decrease the Beneficial Ownership
Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the
number of shares of 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(e) shall continue to apply. Any increase in the
Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company.
The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms
of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect
to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 


f)
Issuance Restrictions. The Company may not issue any shares of Common Stock upon
exercise of this Warrant unless and until such date that the Company has obtained the Stockholder Approval and the Amendment
to the Company’s Amended Certificate of Incorporation shall have become effective.


 






    	21



    	 



    

 


g)
Authorized Shares. As
soon as practicable following the Initial Issuance Date, the Company shall hold an annual or special meeting of stockholders (the
“Stockholder Meeting”) for the purpose of obtaining the Stockholder
Approval of the Company’s stockholder to amend the Company’s Amended Certificate of Incorporation to increase
the number of shares of authorized Common Stock (or effect a reverse stock split of the Common Stock), which would result in the
Company having a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for
issuance upon exercise of the Warrants at least a number of shares of Common Stock equal to 100% of the number of shares of Common
Stock as shall from time to time be necessary to effect the exercise of all of Warrants then outstanding without regard to any
limitation on exercise included therein. The Stockholder Meeting shall be held no later
than sixty (60) days following the Initial Issuance Date. The Company shall use its reasonable best efforts to obtain Stockholder
Approval of the Amendment and shall cause the Board of Directors of the Company to recommend to the stockholder that they approve
such items. If, despite the Company’s reasonable best efforts the Amendment is not effected on or prior to January 2, 2020,
the Company shall cause an additional stockholder meeting to be held every three (3) months thereafter until such Stockholder
Approval is obtained. Immediately upon receipt of Stockholder Approval the Company shall file the Amendment with the Secretary
of State of the State of Delaware; provided, however, that if Stockholder Approval is obtained for an amendment to the Company’s
Amended Certificate of Incorporation to both effect an increase in the authorized number
of shares of Common Stock and effect a reverse stock split, the Company shall only be required to immediately effect the increase
in the authorized number of shares of Common Stock to the extent such increase would provide a sufficient number of shares
to provide for the issuance of the Warrant Shares issuable upon the exercise of all Warrants, without regard to any limitation
on exercise included herein or therein.


 


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)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company
grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata
to all (or substantially all) of the record holders of any class of shares of Common Stock (the “Purchase Rights”),
then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise
of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership
Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or,
if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such
Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled
to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such
Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time,
if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 






    	22



    	 



    

 


c)
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 all (or substantially all) of 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).


 


d)
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, merger or scheme of arrangement) with another Person or group of Persons
whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares
of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons
making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would
have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the
Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of 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(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one 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. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the
obligations of the Company under this Warrant in accordance with the provisions of this Section 3(e) pursuant to written agreements
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).
Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that
from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.
For the avoidance of doubt, if, at any time while this Warrant is outstanding, a Fundamental Transaction occurs, pursuant to the
terms of this Section 3(e), the Holder shall not be entitled to receive more than one of (i) the 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, or (ii) the assumption by the Successor Entity of all of the obligations of
the Company under this Warrant and the option to receive a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Warrant.


 






    	23



    	 



    

 


e)
[Reserved.]


 


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


 


g)
Notice to Holder.


 


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


 


ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common
Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or
purchase any shares of capital stock of any class or of any rights, (D) the approval of any 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 (E) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered
by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register
of the Company, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice
(unless such information is filed with the Commission, in which case a notice shall not be required) 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 deliver such
notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified
in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the
date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 






    	24



    	 



    

 


Section
4. Transfer of Warrant.


 


a)
Transferability. This Warrant and all rights hereunder 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. The Warrant Agent may require a medallion guarantee (or other type of
guarantee or notarization) to effectuate an assignment or transfer of this Warrant. In order to effectuate a transfer (in whole
or in part) of this Warrant, the Holder shall surrender this Warrant to the Company or the Warrant Agent within three (3) Trading
Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. This 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. If this Warrant is not held in global form through DTC (or any successor depository), this Warrant may be
divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written
notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney.
Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company
shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall
be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


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


 


Section
5. Miscellaneous.


 


a)
No Rights as Stockholder Until Exercise; No Settlement in Cash. 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(d)(i),
except as expressly set forth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless
exercise,” and to receive the cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), In no event, including
if the Company is for any reason unable to issue and deliver Warrant Shares upon exercise of this Warrant as required pursuant
to the terms hereof, shall the Company be required to net cash settle an exercise of this Warrant or cash settle in any other
form.


 






    	25



    	 



    

 


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. The Company agrees to secure a bond on behalf of the Holder in connection with the
replacement of such Warrant Certificates, if requested by the Warrant Agent.


 


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 Trading Day, then, such action may be taken or such right may be exercised on the next
succeeding Trading Day.


 


d)
Authorized Shares.


 


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 provided that prior to the Initial Exercise Date the foregoing covenant shall not require the Company to reserve
shares of Common Stock in excess of that number then authorized and available for issuance under the Company’s Amended Certificate
of Incorporation. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant.
The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common
Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant
Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens
and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).


 


Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its 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 commercially reasonable efforts to obtain all such authorizations, exemptions
or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform
its obligations under this Warrant.


 


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.


 






    	26



    	 



    

 


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


 


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


 


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


 


h)
Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally
recognized overnight courier service, addressed to the Company, at 15150 Avenue of Science, Suite 200, San Diego, California 92128,
Attention: Chief Executive Officer, facsimile number (858) 605-9055, E-mail: mfavish@guardionhealth.com, or such other facsimile
number, email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or
other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile
or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, e-mail
address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder
shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York
City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section on a day that is not a Trading
Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing,
if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice
is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information
regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a
Current Report on Form 8-K.


 






    	27



    	 



    

 


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 under this Warrant. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees
to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 


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


 


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


 


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


 


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


 


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


 


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


 


(Signature
Page Follows)


 




    	28



    	 



    

 


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.


 


	GUARDION
    HEALTH SCIENCES, INC.	 
	 	 	 
	By:	           	 
	Name:	 	 
	Title:	 	 


 




    	29



    	 



    

 


NOTICE
OF EXERCISE


 


TO:
GUARDION HEALTH SCIENCES, INC.


 


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


 


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


 


[  ] in lawful money of the United States; or


 


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


 


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


 


_______________________________


 


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


 


_______________________________


 


_______________________________


 


_______________________________


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: ________________________________________________________________________


 


Signature
of Authorized Signatory of Investing Entity: _________________________________________________


 


Name
of Authorized Signatory: ___________________________________________________________________


 


Title
of Authorized Signatory: ____________________________________________________________________


 


Date:
_____________________________________________________________________________


 




    	30



    	 



    

 


ASSIGNMENT
FORM


 


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:	 	 
	 	 	(Please Print)
	Address:	 	 
	 	 	(Please Print)
	 	 	 
	Phone Number:	 	 
	 	 	 
	Email Address:	 	 
	 	 	 
	Dated: _______________
    __, ______	 	 
	 	 	 
	Holder’s Signature:	 	 
	 	 	 
	Holder’s Address:	 	 


 


[Signature
Guarantee]


 




    	31



    	 



    

 


Exhibit
2


Warrant
Agent Compensation


 



    	32