Blueprint





 







Exhibit 10.2


 



THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE
TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR
SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH
SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY
HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT
THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED.


 



PURSUANT TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A
PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE
ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE
LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF.


 



True Drinks Holdings, Inc.


 



Warrant To Purchase Common Stock


 


Warrant
No.: ____________


Number
of Shares of Common Stock: ____________


Date of
Issuance: January __, 2017 (“Issuance Date”)


 


True
Drinks Holdings, Inc., a Nevada corporation (the
“Company”),
hereby certifies that, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged,
______________, the registered holder hereof or its permitted
assigns (the “Holder”), is entitled, subject to
the terms set forth below, to purchase from the Company, at the
Exercise Price (as defined below) then in effect, upon surrender of
this Warrant to Purchase Common Stock (including any Warrants to
Purchase Common Stock issued in exchange, transfer or replacement
hereof, the “Warrant”), at any time or times
on or after the Issuance Date (the “Exercisability Date”), but not
after 11:59 p.m., Pacific Standard Time, on the Expiration Date (as
defined below), ______________________ (_____________), fully paid
nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as
otherwise defined herein, capitalized terms in this Warrant shall
have the meanings set forth in Section 14. This Warrant is one
of the Series D Warrants to purchase Common Stock issued pursuant
to the Securities Purchase Agreement (the “Purchase Agreement”), dated as of
January __, 2017 (the “Purchase Date”), by and between
the Company and the Holder. This Warrant is one of a series of
warrants containing substantially identical terms and conditions
issued pursuant to the Purchase Agreement (collectively, the
“Warrants”).


1.
EXERCISE OF
WARRANT.


(a)
Mechanics of
Exercise. Subject to the terms and conditions hereof
(including, without limitation, the limitations set forth in
Section 1(e)), this Warrant may be exercised by the Holder on any
day on or after the Exercisability Date, in whole or in part (but
not as to fractional shares), by (i) delivery of a written notice,
in the form attached hereto as Exhibit A (the
“Exercise
Notice”), of the Holder’s election to exercise
this Warrant and (ii) if the Holder is not electing a Cashless
Exercise (as defined below) pursuant to Section 1(d) of this
Warrant, payment to the Company of an amount equal to the
applicable Exercise Price multiplied by the number of Warrant
Shares as to which this Warrant is being exercised (the
“Aggregate Exercise
Price”) in cash or wire transfer of immediately
available funds (a “Cash
Exercise”) (the items under (i) and (ii) above, the
“Exercise Delivery
Documents”). The Holder shall not be required to
surrender this Warrant in order to effect an exercise hereunder;
provided, however, that in
the event that this Warrant is exercised in full or for the
remaining unexercised portion hereof, the Holder shall deliver this
Warrant to the Company for cancellation within a reasonable time
after such exercise. On or before the first Trading Day following
the date on which the Company has received the Exercise Delivery
Documents (the date upon which the Company has received all of the
Exercise Delivery Documents, the “Exercise Date”), the Company
shall transmit by facsimile or e-mail transmission


 




 

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an
acknowledgment of confirmation of receipt of the Exercise Delivery
Documents to the Holder and the Company’s transfer agent for
the Common Stock (the “Transfer Agent”). On or before
the second Trading Day following the date on which the Company has
received all of the Exercise Delivery Documents (the
“Share Delivery
Date”), the Company shall, (X) provided that the Transfer Agent is
participating in The Depository Trust Company (“DTC”) Fast Automated Securities
Transfer Program (the “FAST
Program”) and so long as the certificates therefor are
not required to bear a legend regarding restriction on
transferability, upon the request of the Holder, credit such
aggregate number of shares of Common Stock to which the Holder is
entitled pursuant to such exercise to the Holder’s or its
designee’s balance account with DTC through its Deposit
Withdrawal Agent Commission system, or (Y), if the Transfer Agent
is not participating in the FAST Program or if the certificates are
required to bear a legend regarding restriction on transferability,
issue and dispatch by overnight courier to the address as specified
in the Exercise Notice, a certificate, registered in the
Company’s share register in the name of the Holder or its
designee, for the number of shares of Common Stock to which the
Holder is entitled pursuant to such exercise. Upon delivery of the
Exercise Delivery Documents, the Holder shall be deemed for all
corporate purposes to have become the holder of record of the
Warrant Shares with respect to which this Warrant has been
exercised, irrespective of the date such Warrant Shares are
credited to the Holder’s DTC account or the date of delivery
of the certificates evidencing such Warrant Shares, as the case may
be. If this Warrant is submitted in connection with any exercise
pursuant to this Section 1(a) and the number of Warrant Shares
represented by this Warrant submitted for exercise is greater than
the number of Warrant Shares being acquired upon an exercise, then
the Company shall as soon as practicable and in no event later than
three Trading Days after any such submission and at its own
expense, issue a new Warrant (in accordance with Section 6(d))
representing the right to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under this Warrant,
less the number of Warrant Shares with respect to which this
Warrant has been and/or is exercised. The Company shall pay any and
all taxes and other expenses of the Company (including overnight
delivery charges) that may be payable with respect to the issuance
and delivery of Warrant Shares upon exercise of this Warrant;
provided,
however, that the
Company shall not be required to pay any tax which may be payable
in respect of any transfer involved in the registration of any
certificates for Warrant Shares or Warrants in a name other than
that of the Holder or an affiliate thereof. The Holder shall be
responsible for all other tax liability that may arise as a result
of holding or transferring this Warrant or receiving Warrant Shares
upon exercise hereof.


(b)
Exercise Price. For
purposes of this Warrant, “Exercise Price” means $0.15,
subject to adjustment as provided herein.


(c)
Company’s Failure to
Timely Deliver Securities. If the Company shall fail for any
reason or for no reason to issue to the Holder within five (5)
Business Days of the Exercise Date a certificate for the number of
shares of Common Stock to which the Holder is entitled and register
such shares of Common Stock on the Company’s share register
or to credit the Holder’s balance account with DTC for such
number of shares of Common Stock to which the Holder is entitled
upon the Holder’s exercise of this Warrant, and if on or
after such Trading Day the Holder, or any third party on behalf of
the Holder or for the Holder’s account, purchases (in an open
market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of shares of Common Stock
issuable upon such exercise that the Holder anticipated receiving
from the Company (a “Buy-In”), then the Company shall,
within three (3) Business Days after the Holder’s written
request and in the Holder’s discretion, either (i) pay
cash to the Holder in an amount equal to the Holder’s total
purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased (the “Buy-In Price”), at which point
the Company’s obligation to deliver such certificate (and to
issue such Warrant Shares) shall terminate, or (ii) promptly honor
its obligation to deliver to the Holder a certificate or
certificates representing such Warrant Shares and pay cash to the
Holder in an amount equal to the excess (if any) of the Buy-In
Price over the product of (A) such number of shares of Common
Stock, times (B) the Closing Bid Price on the date of
exercise.


 




 

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(d)
Cashless Exercise.
Notwithstanding anything contained herein to the contrary, the
Holder may, in its sole discretion, exercise this Warrant in whole
or in part and, in lieu of making the cash payment otherwise
contemplated to be made to the Company upon such exercise in
payment of the Aggregate Exercise Price, elect instead to receive
upon such exercise the “Net
Number” of shares of Common Stock determined according
to the following formula (a “Cashless Exercise”):


Net
Number = (A x B) - (A x
C)


B


For
purposes of the foregoing formula:


A= the
total number of shares with respect to which this Warrant is then
being exercised.


B= the
arithmetic average of the Closing Sale Prices of the Common Stock
for the five (5) consecutive Trading Days ending on the date
immediately preceding the date of the Exercise Notice.


C= the
Exercise Price then in effect for the applicable Warrant Shares at
the time of such exercise.


 


(e)
Rule 144. For
purposes of Rule 144(d) promulgated under the Securities Act of
1933, as amended, as in effect on the date hereof, assuming the
Holder is not an affiliate of the Company, it is intended that the
Warrant Shares issued in a Cashless Exercise shall be deemed to
have been acquired by the Holder, and the holding period for the
Warrant Shares shall be deemed to have commenced, on the date this
Warrant was originally issued pursuant to the Purchase
Agreement.


(f)
Disputes. In the
case of a dispute as to the determination of the Exercise Price or
the arithmetic calculation of the Warrant Shares, the Company shall
promptly issue to the Holder the number of Warrant Shares that are
not disputed.


(g)
Beneficial
Ownership. The Company shall not effect the exercise of this
Warrant, and the Holder shall not have the right to exercise this
Warrant, to the extent that after giving effect to such exercise,
such Person (together with such Person’s affiliates) would
beneficially own in excess of 4.99% (the “Maximum Percentage”) of the
shares of Common Stock outstanding immediately after giving effect
to such exercise; provided, however, the Holder, upon notice to the Company, may waive
this limitation by providing to the Company no less than 61 days
written notice of such Holder’s intent to waive Section 1(g)
of this Warrant with regard to any and all Warrant Shares issuable
upon exercise of this Warrant (a “Waiver
Notice”). In the event
the Company received a Waiver Notice from a Holder, this Section
1(g) shall be of no force or effect with regard to those Warrant
Shares referenced in the Waiver Notice.


For
purposes of the foregoing sentence, the aggregate number of shares
of Common Stock beneficially owned by such Person and its
affiliates shall include the number of shares of Common Stock
issuable upon exercise of this Warrant with respect to which the
determination of such sentence is being made, but shall exclude
shares of Common Stock which would be issuable upon (i) exercise of
the remaining, unexercised portion of this Warrant beneficially
owned by such Person and its affiliates and (ii) exercise or
conversion of the unexercised or unconverted portion of any other
securities of the Company beneficially owned by such Person and its
affiliates (including, without limitation, any convertible notes or
convertible preferred stock or warrants) subject to a limitation on
conversion or exercise analogous to the limitation contained
herein. Except as set forth in the preceding sentence, for purposes
of this paragraph, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act). For
purposes of this Warrant, in determining the number of outstanding
shares of Common Stock, the Holder may rely on the number of
outstanding shares of Common Stock as reflected in the most recent
of (1) the Company’s most recent Form 10-K, Form 10-Q,
Current Report on Form 8-K or other public filing with the
Securities and Exchange Commission, as the case may be, (2) a more
recent public announcement by the Company or (3) any other notice
by the Company or the Transfer Agent setting forth the number of
shares of Common Stock outstanding. For any reason at any time,
upon the written or oral request of the Holder, the Company shall
within two (2) Business Days confirm to the Holder the number of
shares of Common Stock then outstanding. In any case, the number of
outstanding shares of Common Stock shall be determined after giving
effect to the conversion or exercise of securities of the Company,
including this Warrant, by the Holder and its affiliates since the
date as of which such number of outstanding shares of Common Stock
was reported.



 

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2.
ADJUSTMENT OF EXERCISE
PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and
the number of Warrant Shares shall be adjusted from time to time as
follows:


(a)
Voluntary Adjustment By
Company. The Company may at any time during the term of this
Warrant reduce the then current Exercise Price to any amount and
for any period of time deemed appropriate by the Board of Directors
of the Company.


(b)
Adjustment upon
Subdivision or Combination of Common Stock. If the Company
at any time on or after the Purchase Date subdivides (by any stock
split, stock dividend, recapitalization, reorganization, scheme,
arrangement or otherwise) one or more classes of its outstanding
shares of Common Stock into a greater number of shares, the
Exercise Price in effect immediately prior to such subdivision will
be proportionately reduced and the number of Warrant Shares will be
proportionately increased. If the Company at any time on or after
the Purchase Date combines (by any stock split, stock dividend,
recapitalization, reorganization, scheme, arrangement or otherwise)
one or more classes of its outstanding shares of Common Stock into
a smaller number of shares, the Exercise Price in effect
immediately prior to such combination will be proportionately
increased and the number of Warrant Shares will be proportionately
decreased. Any adjustment under this Section 2(b) shall become
effective at the close of business on the date the subdivision or
combination becomes effective.


(c) Adjustment Upon Issuance of Shares of
Common Stock. If and whenever on or after the date of the
Purchase Agreement while this Warrant remains outstanding, the
Company issues or sells, or in accordance with this Section 2(c) is
deemed to have issued or sold, any shares of Common Stock
(including the issuance or sale of shares of Common Stock owned or
held by or for the account of the Company, but excluding any
Excluded Securities (as defined in the Purchase Agreement) issued
or sold or deemed to have been issued or sold) for a consideration
per share (the “New Issuance
Price”) less than a price equal to the Exercise Price
in effect immediately prior to such issue or sale or deemed
issuance or sale (such Exercise Price then in effect is referred to
as the “Applicable
Price”) (the foregoing a “Dilutive Issuance”), then
immediately after such Dilutive Issuance, the Exercise Price then
in effect shall be reduced to an amount equal to the New Issuance
Price; provided, however, no adjustments to the Applicable Price
shall be made as a result of the foregoing in the event the
Preferred Stock beneficially owned by Holder is converted into
Common Stock under the terms of the Certificate of Designation,
Preferences, Rights and Limitations of the Preferred Stock;
provided, further, that no adjustment pursuant to this Section
2(c) shall be made if such adjustment
would result in an increase of the Exercise Price then in effect.
For all purposes of the foregoing (including, without limitation,
determining the adjusted Exercise Price and consideration per share
under this Section 2(c)), the following shall be
applicable:


(1) Issuance of Options. If the
Company in any manner grants or sells any Options and the lowest
price per share for which one share of Common Stock is issuable
upon the exercise of any such Option or upon conversion, exercise
or exchange of any Convertible Securities issuable upon exercise of
any such Option is less than the Applicable Price, then such share
of Common Stock shall be deemed to be outstanding and to have been
issued and sold by the Company at the time of the granting or sale
of such Option for such price per share. For purposes of this
Section 2(c)(1), the “lowest price per share for
which one share of Common Stock is issuable upon the exercise of
any such Option or upon conversion, exercise or exchange of any
Convertible Securities issuable upon exercise of any such
Option” shall be equal to the lower of (x) the sum of the
lowest amounts of consideration (if any) received or receivable by
the Company with respect to any one share of Common Stock upon the
granting or sale of such Option, upon exercise of such Option and
upon conversion, exercise or exchange of any Convertible Security
issuable upon exercise of such Option and (y) the lowest exercise
price set forth in such Option for which one share of Common Stock
is issuable upon the exercise of any such Options or upon
conversion, exercise or exchange of any Convertible Securities
issuable upon exercise of any such Option. Except as contemplated
below, no further adjustment of the Exercise Price shall be made
upon the actual issuance of such shares of Common Stock or of such
Convertible Securities upon the exercise of such Options or upon
the actual issuance of such shares of Common Stock upon conversion,
exercise or exchange of such Convertible Securities.





 




 

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(2)
Issuance of Convertible
Securities. If the Company in any manner issues or sells any
Convertible Securities and the lowest price per share for which one
share of Common Stock is issuable upon the conversion, exercise or
exchange thereof is less than the Applicable Price, then such share
of Common Stock shall be deemed to be outstanding and to have been
issued and sold by the Company at the time of the issuance or sale
of such Convertible Securities for such price per share. For the
purposes of this Section 2(c)(2), the “lowest price per share
for which one share of Common Stock is issuable upon the
conversion, exercise or exchange thereof” shall be equal to
the lower of (x) the sum of the lowest amounts of consideration (if
any) received or receivable by the Company with respect to one
share of Common Stock upon the issuance or sale of the Convertible
Security and upon conversion, exercise or exchange of such
Convertible Security and (y) the lowest conversion price set forth
in such Convertible Security for which one share of Common Stock is
issuable upon conversion, exercise or exchange thereof. Except as
contemplated below, no further adjustment of the Exercise Price
shall be made upon the actual issuance of such shares of Common
Stock upon conversion, exercise or exchange of such Convertible
Securities, and if any such issue or sale of such Convertible
Securities is made upon exercise of any Options for which
adjustment of this Warrant has been or is to be made pursuant to
other provisions of this Section 2(c),
except as contemplated below, no further adjustment of the Exercise
Price shall be made by reason of such issue or sale.


(3) Change in Option Price or Rate of
Conversion. If the purchase or exercise price provided for
in any Options, the additional consideration, if any, payable upon
the issue, conversion, exercise or exchange of any Convertible
Securities, or the rate at which any Convertible Securities are
convertible into or exercisable or exchangeable for shares of
Common Stock increases or decreases at any time, the Exercise Price
in effect at the time of such increase or decrease shall be
adjusted to the Exercise Price which would have been in effect at
such time had such Options or Convertible Securities provided for
such increased or decreased purchase price, additional
consideration or increased or decreased conversion rate, as the
case may be, at the time initially granted, issued or sold. For
purposes of this Section 2(c)(3), if the terms of any Option or Convertible
Security that was outstanding as of the date of issuance of this
Warrant are increased or decreased in the manner described in the
immediately preceding sentence, then such Option or Convertible
Security and the shares of Common Stock deemed issuable upon
exercise, conversion or exchange thereof shall be deemed to have
been issued as of the date of such increase or
decrease.


(4)
Calculation of
Consideration Received. If (i) any Option or Convertible
Security is issued in connection with the issuance or sale or
deemed issuance or sale of any other securities of the Company,
together comprising one integrated transaction, and (ii) all such
Options or Convertible Securities (as applicable) so issued or sold
are, or may become, exercisable and/or convertible for an aggregate
number of shares of Common Stock that exceeds (as applicable)
either (1) if Common Stock was the primary security issued or sold
in such transaction, the aggregate number of shares of Common Stock
so issued or sold in such transaction or (2) if an Option or
Convertible Security was the primary security issued or sold in
such transaction, the aggregate number of shares of Common Stock so
deemed issued or sold in such transaction that underlie all Options
or Convertible Securities that constituted the primary securities
in such transaction, then (x) such Option or Convertible Security
(as applicable) will be deemed to have been issued for
consideration equal to the fair market value thereof and (y) the
other securities issued or sold or deemed to have been issued or
sold in such integrated transaction shall be deemed to have been
issued for consideration equal to the difference of (I) the
aggregate consideration received by the Company minus (II) the fair
market value of each such Option or Convertible Security (as
applicable). If any shares of Common Stock, Options or Convertible
Securities are issued or sold or deemed to have been issued or sold
for cash, the consideration received therefor will be deemed to be
the net amount of consideration received by the Company therefor.
If any shares of Common Stock, Options or Convertible Securities
are issued or sold for a consideration other than cash, the amount
of such consideration received by the Company will be the fair
market value of such consideration, except where such consideration
consists of publicly traded securities, in which case the amount of
consideration received by the Company for such securities will be
the arithmetic average of the volume-weighted average price of such
security for each of the five (5) Trading Days immediately
preceding the date of receipt. If any shares of Common Stock,
Options or Convertible Securities are issued to the owners of the
non-surviving entity in connection with any merger in which the
Company is the surviving entity, the amount of consideration
therefor will be deemed to be the fair market value of such portion
of the net assets and business of the non-surviving entity as is
attributable to such shares of Common Stock, Options or Convertible
Securities, as the case may be. The fair market value of any
consideration other than cash or publicly traded securities will be
determined jointly by the Company and the Holder. If such parties
are unable to reach agreement within ten (10) days after the
occurrence of an event requiring valuation (a “Valuation Event”), the fair
market value of such consideration shall be determined in
accordance with Section 12.


 




 

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(5)
Record Date. If the
Company takes a record of the holders of shares of Common Stock for
the purpose of entitling them (A) to receive a dividend or other
distribution payable in shares of Common Stock, Options or in
Convertible Securities or (B) to subscribe for or purchase shares
of Common Stock, Options or Convertible Securities, then such
record date will be deemed to be the date of the issue or sale of
the shares of Common Stock deemed to have been issued or sold upon
the declaration of such dividend or the making of such other
distribution or the date of the granting of such right of
subscription or purchase (as the case may be).


(d)
Other Events. If
any event occurs of the type contemplated by the provisions of this
Section 2 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation
rights or phantom stock rights), then the Company’s Board of
Directors will make an appropriate adjustment in the Exercise Price
and the number of Warrant Shares so as to protect the rights of the
Holder; provided that no such adjustment pursuant to this Section
2(d) will increase the Exercise Price or decrease the number of
Warrant Shares as otherwise determined pursuant to this Section
2.


3.
FUNDAMENTAL
TRANSACTIONS.


(a)
Fundamental
Transactions. Following the Issuance Date, the Company shall
not enter into or be party to a Fundamental Transaction unless (i)
the Successor Entity assumes (unless the Company is the Successor
Entity) all of the obligations of the Company under this Warrant
and the other Transaction Documents in accordance with the
provisions of this Section 3(a), pursuant to a written agreement to
deliver to each holder of the Warrants in exchange for such
Warrants a security of the Successor Entity evidenced by a written
instrument reasonably satisfactory in form and substance to the
Holder and substantially similar in form and substance to this
Warrant, including, without limitation, providing that the
successor security shall be exercisable for a corresponding number
of shares of capital stock 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 an adjusted exercise price which
applies the exercise price hereunder to such shares of capital
stock (but taking into account the relative value of the shares of
Common Stock pursuant to such Fundamental Transaction and the value
of such shares of capital stock, such number of shares of capital
stock and such exercise price being for the purpose of protecting
the economic value of this Warrant immediately prior to the
consummation of such Fundamental Transaction), and (ii) the
Successor Entity (including its Parent Entity) is a publicly traded
corporation whose common stock is quoted on or listed for trading
on an Eligible Market. Upon the occurrence of any 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.


(b)
Applicability to
Successive Transactions. The provisions of this Section
shall apply similarly and equally to successive Fundamental
Transactions and shall be applied without regard to any limitations
on the exercise of this Warrant.


4.
NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not,
by amendment of its Articles of Incorporation, Bylaws or through
any reorganization, transfer of assets, consolidation, merger,
scheme of arrangement, dissolution, issue or sale of securities, or
any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, and will at all
times in good faith comply with all the provisions of this Warrant
and take all actions consistent with effectuating the purposes of
this Warrant. Without limiting the generality of the foregoing, the
Company (i) shall not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the
Exercise Price then in effect, (ii) shall take all such
actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable
shares of Common Stock upon the exercise of this Warrant, and (iii)
shall, so long as this Warrant is outstanding, take all action
necessary to reserve and keep available out of its authorized and
unissued shares of Common Stock, solely for the purpose of
effecting the exercise of this Warrant, 100% of the number of
shares of Common Stock issuable upon exercise of this Warrant then
outstanding (without regard to any limitations on
exercise).



 

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5.
WARRANT HOLDER NOT DEEMED
A STOCKHOLDER. Except as otherwise specifically provided
herein, the Holder, solely in such Person’s capacity as a
holder of this Warrant, shall not be entitled to vote or receive
dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Warrant be
construed to confer upon the Holder, solely in such Person’s
capacity as the Holder of this Warrant, any of the rights of a
stockholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue
of stock, reclassification of stock, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive
dividends or subscription rights, or otherwise, prior to the
issuance to the Holder of the Warrant Shares which such Person is
then entitled to receive upon the due exercise of this Warrant. In
addition, nothing contained in this Warrant shall be construed as
imposing any liabilities on the Holder to purchase any securities
(upon exercise of this Warrant or otherwise) or as a stockholder of
the Company, whether such liabilities are asserted by the Company
or by creditors of the Company.


6.
REISSUANCE OF
WARRANTS.


(a)
Transfer of
Warrant. If this Warrant is to be transferred, the Holder
shall surrender this Warrant to the Company and deliver the
completed and executed Assignment Form, in the form attached hereto
as Exhibit B,
whereupon the Company will forthwith issue and deliver upon the
order of the Holder a new Warrant (in accordance with Section
6(d)), registered as the Holder may request, representing the right
to purchase the number of Warrant Shares being transferred by the
Holder and, if less then the total number of Warrant Shares then
underlying this Warrant is being transferred, a new Warrant (in
accordance with Section 6(d)) to the Holder representing the right
to purchase the number of Warrant Shares not being
transferred.


(b)
Lost, Stolen or Mutilated
Warrant. Upon receipt by the Company of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant, and, in the case of loss, theft or
destruction, of any indemnification undertaking by the Holder to
the Company in customary form and, in the case of mutilation, upon
surrender and cancellation of this Warrant, the Company shall
execute and deliver to the Holder a new Warrant (in accordance with
Section 6(d)) representing the right to purchase the Warrant Shares
then underlying this Warrant.


(c)
Exchangeable for Multiple
Warrants. This Warrant is exchangeable, upon the surrender
hereof by the Holder at the principal office of the Company, for a
new Warrant or Warrants (in accordance with Section 6(d))
representing in the aggregate the right to purchase the number of
Warrant Shares then underlying this Warrant, and each such new
Warrant will represent the right to purchase such portion of such
Warrant Shares as is designated by the Holder at the time of such
surrender; provided, however, that no Warrants for fractional
shares of Common Stock shall be given. Notwithstanding anything to
the contrary herein, in no event shall the original Warrant be
subdivided into more than three (3) separate Warrants and such new
Warrants shall not be further subdivided.


(d)
Issuance of New
Warrants. Whenever the Company is required to issue a new
Warrant pursuant to the terms of this Warrant, such new Warrant (i)
shall be of like tenor with this Warrant, (ii) shall represent, as
indicated on the face of such new Warrant, the right to purchase
the Warrant Shares then underlying this Warrant (or in the case of
a new Warrant being issued pursuant to Section 6(a) or Section
6(c), the Warrant Shares designated by the Holder which, when added
to the number of shares of Common Stock underlying the other new
Warrants issued in connection with such issuance, does not exceed
the number of Warrant Shares then underlying this Warrant), (iii)
shall have an issuance date, as indicated on the face of such new
Warrant which is the same as the Issuance Date, and (iv) shall have
the same rights and conditions as this Warrant.


7.
NOTICES.


(a)
Whenever the Exercise Price or the number of shares of Common Stock
issuable upon exercise of this Warrant is adjusted pursuant to the
terms hereof, the Company shall promptly mail to the Holder a
notice setting forth the Exercise Price after such adjustment and
setting forth a brief statement of the facts requiring such
adjustment.


 




 

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(b) If
during the term during which this Warrant may be exercised (i) the
Company shall declare a dividend (or any other distribution in
whatever form) on the Common Stock, (ii) the Company shall declare
a special nonrecurring cash dividend on or a redemption of the
Common Stock, (iii) 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,
(iv) the approval of any stockholders of the Company shall be
required in connection with 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 (v) the Company shall authorize
the voluntary or involuntary dissolution, liquidation or winding up
of the affairs of the Company, then, in each case, the Company
shall cause to be mailed to the Holder, at least ten (10) days
prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption,
rights or warrants, or if a record is not to be taken, the date as
of which the holders of the Common Stock of record to be entitled
to such dividend, distributions, redemption, rights or warrants are
to be determined or (y) the date on which such consolidation,
merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that
holders of the Common Stock of record shall be entitled to exchange
their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange; provided that the failure
to mail such notice or any defect therein or in the mailing thereof
shall not affect the validity of the corporate action required to
be specified in such notice. To the extent that any notice provided
hereunder constitutes, or contains, material, non-public
information regarding the Company or any of the subsidiaries of the
Company, the Company shall simultaneously file such notice with the
SEC 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.


(c)
Whenever notice is required to be given under this Warrant, unless
otherwise provided herein, such notice shall be given in accordance
with the Purchase Agreement.


8.
AMENDMENT AND
WAIVER. Except as otherwise provided herein, the provisions
of this Warrant may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written
consent of the Required Holders; provided, that the number of
Warrant Shares subject to this Warrant, the Exercise Price and the
Expiration Date may not be amended, and the right to exercise this
Warrant may not be altered or waived, without the written consent
of the Holder. Any such amendment shall apply to all Warrants and
be binding upon all registered holders of such
Warrants.


9.
GOVERNING LAW; CONSENT TO
JURISDICTION; WAIVER OF JURY TRIAL. This Warrant shall be
governed by, and construed in accordance with, the internal laws of
the State of California, without reference to the choice of law
provisions thereof. The Company and, by accepting this Warrant, the
Holder, each irrevocably submits to the exclusive jurisdiction of
the courts of the State of California located in Orange County and
the United States District Court for the Central District of
California for the purpose of any suit, action, proceeding or
judgment relating to or arising out of this Warrant and the
transactions contemplated hereby. Service of process in connection
with any such suit, action or proceeding may be served on each
party hereto anywhere in the world by the same methods as are
specified for the giving of notices under this Warrant. The Company
and, by accepting this Warrant, the Holder, each irrevocably
consents to the jurisdiction of any such court in any such suit,
action or proceeding and to the laying of venue in such court. The
Company and, by accepting this Warrant, the Holder, each
irrevocably waives any objection to the laying of venue of any such
suit, action or proceeding brought in such courts and irrevocably
waives any claim that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum. EACH
OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER HEREBY
WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH
RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 




 

-8-








 






 


10.
CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted
by the Company and the Holder and shall not be construed against
any person as the drafter hereof. The headings of this Warrant are
for convenience of reference and shall not form part of, or affect
the interpretation of, this Warrant.


11.
DISPUTE RESOLUTION.
In the case of a dispute as to the determination of the Exercise
Price or the arithmetic calculation of the Warrant Shares, the
Company shall submit the disputed determinations or arithmetic
calculations via facsimile within two (2) Business Days of receipt
of the Exercise Notice giving rise to such dispute, as the case may
be, to the Holder. If the Holder and the Company are unable to
agree upon such determination or calculation of the Exercise Price
or the Warrant Shares within three Business Days of such disputed
determination or arithmetic calculation being submitted to the
Holder, then the Company shall, within two (2) Business Days submit
via facsimile the disputed determination of the Exercise Price to
an independent, reputable investment bank selected by the Company
and approved by the Holder, which approval shall not be
unreasonably withheld. The Company shall cause the investment bank
or the accountant, as the case may be, to perform the
determinations or calculations and notify the Company and the
Holder of the results no later than ten Business Days from the time
it receives the disputed determinations or calculations. The
prevailing party in any dispute resolved pursuant to this Section
11 shall be entitled to the full amount of all reasonable expenses,
including all costs and fees paid or incurred in good faith, in
relation to the resolution of such dispute. Such investment
bank’s or accountant’s determination or calculation, as
the case may be, shall be binding upon all parties absent
demonstrable error.


12.
REMEDIES, OTHER
OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies
provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant, at law or in equity
(including a decree of specific performance and/or other injunctive
relief), and nothing herein shall limit the right of the Holder to
pursue actual damages for any failure by the Company to comply with
the terms of this Warrant.


13.
TRANSFER. Subject
to applicable laws and the restrictions on transfer set forth in
the Purchase Agreement, this Warrant and all rights hereunder are
transferable, in whole or in part, upon surrender of the Warrant at
the principal office of the Company or its designated agent,
together with a written assignment of this Warrant substantially in
the form of the Assignment 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, 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.


14.
CERTAIN
DEFINITIONS. For purposes of this Warrant, the following
terms shall have the following meanings:


(a)
“Bloomberg”
means Bloomberg Financial Markets.


(b)
“Business Day”
means any day other than Saturday, Sunday or other day on which
commercial banks in the City of New York are authorized or required
by law to remain closed.


(c)
“Closing Bid
Price” and “Closing Sale Price” means, for
any security as of any date, the last closing bid price or last
trade price, respectively, of such security on the principal
securities exchange or trading market where such security is listed
or traded as reported by Bloomberg, or if the foregoing do not
apply, the last closing bid price or last trade price,
respectively, of such security in the over-the-counter market on
the electronic bulletin board for such security as reported by
Bloomberg, or, if no closing bid price or last trade price,
respectively, is reported for such security by Bloomberg, the
average of the bid prices, or the ask prices, respectively, of any
market makers for such security as reported on the OTCQB
Marketplace. If the Closing Bid Price or the Closing Sale Price
cannot be calculated for a security on a particular date on any of
the foregoing bases, the Closing Bid Price or the Closing Sale
Price, as the case may be, of such security on such date shall be
the fair market value as mutually determined by the Company and the
Holder. All such determinations to be appropriately adjusted for
any stock dividend, stock split, stock combination or other similar
transaction during the applicable calculation period.


 




 

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(d)
“Common Stock”
means (i) the Company’s shares of Common Stock, par
value $0.001 per share, and (ii) any share capital into which
such Common Stock shall have been changed or any share capital
resulting from a reclassification of such Common
Stock.


(e)
 “Convertible
Securities” means any stock or securities (other than
Options) directly or indirectly convertible into or exercisable or
exchangeable for shares of Common Stock.


(f)
“Eligible
Market” means the New York Stock Exchange, Inc., the
NYSE MKT, the NASDAQ Global Market, the NASDAQ Global Select
Market, or the NASDAQ Capital Market.


(g)
“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


(h)
“Expiration
Date” means the fifth anniversary of the
Exercisability Date or, if such date falls on a day other than a
Trading Day or on which trading does not take place on the
Principal Market, or, if the Principal Market is not the principal
trading market for the Common Stock, then on the principal
securities exchange or securities market on which the Common Stock
is then traded (a “Holiday”), the next date that is
not a Holiday.


(i)
“Fundamental
Transaction” means that the Company shall, directly or
indirectly, in one or more related transactions, (i) consolidate or
merge with or into (whether or not the Company is the surviving
corporation) another Person (but excluding a migratory merger
effected solely for the purpose of changing the jurisdiction of
incorporation of the Company), or (ii) sell, lease, license,
assign, transfer, convey or otherwise dispose of all or
substantially all of the properties or assets of the Company to
another Person, or (iii) allow another Person to make a purchase,
tender or exchange offer that is accepted by the holders of more
than the 50% of the outstanding shares of Common Stock (not
including any shares of Common Stock held by the Person or Persons
making or party to, or associated or affiliated with the Persons
making or party to, such purchase, tender or exchange offer), or
(iv) consummate a stock purchase agreement or other business
combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another
Person whereby such other Person acquires more than the 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 purchase agreement or other business
combination), (v) reorganize, recapitalize or reclassify its Common
Stock, or (vi) any “person” or “group” (as
these terms are used for purposes of Sections 13(d) and 14(d) of
the Exchange Act) is or shall become the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of 50% of the aggregate ordinary voting
power represented by issued and outstanding Common
Stock.


(j)
“Options” means
any rights, warrants or options to subscribe for or purchase shares
of Common Stock or Convertible Securities.


(k)
 “Parent Entity” of a Person means
an entity that, directly or indirectly, controls the applicable
Person and whose common stock or equivalent equity security is
quoted or listed on an Eligible Market, or, if there is more than
one such Person or Parent Entity, the Person or Parent Entity with
the largest public market capitalization as of the date of
consummation of the Fundamental Transaction.


(l)
“Person” means
an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency
thereof.


(m)
“Principal
Market” means the OTCQB Marketplace.


(n)
"Required Holders" means
the Holders of at least a majority of the outstanding
Warrants.


 




 

-10-








 






 


(o)
“Successor
Entity” means the Person (or, if so elected by the
Holder, the Parent Entity) formed by, resulting from or surviving
any Fundamental Transaction or the Person (or, if so elected by the
Holder, the Parent Entity) with which such Fundamental Transaction
shall have been entered into.


(p)
“Trading Day”
means any day on which the Common Stock are traded on the Principal
Market, or, if the Principal Market is not the principal trading
market for the Common Stock, then on the principal securities
exchange or securities market on which the Common Stock are then
traded; provided that
“Trading Day” shall not include any day on which the
Common Stock are scheduled to trade on such exchange or market for
less than 4.5 hours or any day that the Common Stock are suspended
from trading during the final hour of trading on such exchange or
market (or if such exchange or market does not designate in advance
the closing time of trading on such exchange or market, then during
the hour ending at 4:00:00 p.m., New York time).



 [Signature Page Follows]




 

-11-








 






 


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


 


	
 

	
 


TRUE
DRINKS HOLDINGS, INC.






 


By:
___________________________ 


Name:   
Daniel Kerker


Title:     
Chief Financial Officer









 


 




 

-12-








 







  EXHIBIT A


 



EXERCISE NOTICE



TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS



WARRANT TO PURCHASE COMMON STOCK


 



True Drinks Holdings, Inc.


 


The
undersigned holder hereby exercises the right to purchase
_________________ of the shares of Common Stock
(“Warrant
Shares”) of True Drinks Holdings, Inc., a Nevada
corporation (the “Company”), evidenced by the
attached Warrant to Purchase Common Stock (the “Warrant”) (only if exercised in
full). Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the
Warrant.


 


1.
Form of Exercise
Price. The Holder intends that payment of the Exercise Price
shall be made as:


 



____________ 

a “Cash Exercise” with respect to
_________________ Warrant Shares; and/or






 



____________ 

a “Cashless Exercise” with respect to _______________
Warrant Shares.






 


2.
Payment of Exercise
Price. In the event that the holder has elected a Cash
Exercise with respect to some or all of the Warrant Shares to be
issued pursuant hereto, the holder shall pay the Aggregate Exercise
Price in the sum of $___________________ to the Company in
accordance with the terms of the Warrant.


 


3.
Delivery of Warrant
Shares. The Company shall deliver to the holder __________
Warrant Shares in accordance with the terms of the Warrant and,
after delivery of such Warrant Shares, _____________ Warrant Shares
remain subject to the Warrant.


 


Date:
_________________ __, ______


 


 

________________________________

   Name
of Registered Holder


 


 

By: 
____________________________



        Name:


        Title:


 




A-1


 








 







  EXHIBIT B


 


ASSIGNMENT
FORM



True Drinks Holdings, Inc.


 



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


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


	

Name:

	
 


	
 

	

(Please
Print)


 


	

Address:

	
 


	
 

	

(Please
Print)


 


	

Dated:
_______________ __, ______


 

	
 


	

Holder’s
Signature:                                                                 


 

	
 


	

Holder’s
Address:                                                                 


 

	
 







NOTE:
The signature to this Assignment Form must correspond with the name
as it appears on the face of the Warrant, without alteration or
enlargement or any change whatever. Officers of corporations and
those acting in a fiduciary or other representative capacity should
file proper evidence of authority to assign the foregoing
Warrant.


 




B-1