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


 


 


COMMON
STOCK PURCHASE WARRANT 


 


KANNALIFE,
INC. 


 


Warrant
Shares: 36,666


Date
of Issuance: June 2, 2020 (“Issuance Date”)


 


This
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding
of purchase price of $52,000.00, for the first tranche of $55,000.00 under the convertible promissory note in the principal amount
of $165,000.00 issued by the Company (as defined below) to the Holder (as defined below) on June 2, 2020) (the “Note”)),_________________ (including any permitted and registered assigns, the “Holder”), is entitled, upon
the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date
of issuance hereof, to purchase from Kannalife, Inc., a Delaware corporation (the “Company”), 36,666 shares
of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect (whereby
such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant).


 


Capitalized
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of
this Warrant or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.75
subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period”
shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the three-year anniversary
thereof.


 


1.
EXERCISE OF WARRANT.


 


(a)
Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised
in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto
as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder
shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant
resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering
the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.
On or before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder
sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the
Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares





as
to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with
the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available
funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct
its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate,
registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common
Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if
requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes
to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any
exercise and the number of Warrant Shares represented by this Warrant 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 Business
Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase
the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares
with respect to which this Warrant is exercised.


 


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


 


If
the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares
pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described
below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event
the Company shall issue to Holder a number of Common Stock computed using the following formula:


 


		X	=
                                         Y (A-B)



		A	



Where
X = the number of Warrant Shares to be issued to Holder.


Y
= the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).


		A 
                                =	the Market Price
                                         (at the date of such calculation).



		B  
                                =	Exercise Price
                                         (as adjusted to the date of such calculation).



 


Notwithstanding
anything to the contrary above, if (i) the date of the respective Notice of Exercise is prior to the date that is six (6) calendar
months after the Issuance Date and (ii) there is an effective non-stale registration statement of the Company covering the Holder’s
immediate resale of the Warrant Shares without any limitation, then the Holder may not utilize a cashless exercise under this
Warrant for that respective Notice of Exercise. For the avoidance of doubt, this shall not affect any Notice of Exercise submitted
by the Holder on or after the date that is six (6) calendar months after the Issuance Date.


 


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






share,
the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash
equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.


 


		(c)	Holder’s
                                         Exercise Limitations. The Company shall not effect any exercise of this Warrant,
                                         and a Holder shall not have the right to exercise any portion of this Warrant, to the
                                         extent that after giving effect to issuance of Warrant Shares upon exercise as set forth
                                         on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates,
                                         and any other persons acting as a group together with the Holder or any of the Holder’s
                                         Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation,
                                         as defined below. For purposes of the foregoing sentence, the number of shares of Common
                                         Stock beneficially owned by the Holder and its Affiliates shall include the number of
                                         shares of Common Stock issuable upon exercise of this Warrant 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, non-exercised portion of this Warrant
                                         beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion
                                         of the unexercised or non-converted portion of any other securities of the Company (including
                                         without limitation any other Common Stock Equivalents) subject to a limitation on conversion
                                         or exercise analogous to the limitation contained herein beneficially owned by the Holder
                                         or any of its Affiliates. Except as set forth in the preceding sentence, for purposes
                                         of this paragraph (d), beneficial ownership shall be calculated in accordance with Section
                                         13(d) of the Exchange Act, it being acknowledged by the Holder that the Company is not
                                         representing to the Holder that such calculation is in compliance with Section 13(d)
                                         of the Exchange Act and the Holder is solely responsible for any schedules required to
                                         be filed in accordance therewith. To the extent that the limitation contained in this
                                         paragraph applies, the determination of whether this Warrant is exercisable (in relation
                                         to other securities owned by the Holder together with any affiliates) and of which portion
                                         of this Warrant is exercisable shall be in the sole discretion of the Holder, and the
                                         submission of a Notice of Exercise shall be deemed to be the Holder’s determination
                                         of whether this Warrant is exercisable (in relation to other securities owned by the
                                         Holder together with any Affiliates) and of which portion of this Warrant is exercisable,
                                         in each case subject to the Beneficial Ownership Limitation, and the Company shall have
                                         no obligation to verify or confirm the accuracy of such determination.



 


For
purposes of this paragraph, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of
outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the
Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the
Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the request of a Holder, the
Company shall within two Trading Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of
shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon
exercise of this Warrant. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The Company
covenants that this Warrant is outstanding, the Company will reserve from its authorized and unissued Common Stock a sufficient
number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full exercise of this Warrant.
The Company is required at all times to have authorized and reserved six times the number of shares that is actually issuable
upon full exercise of the Warrant (based on the Exercise Price in effect at that time)(the “Reserved Amount”). The
Reserved Amount shall be increased from time to time in accordance with the Company’s obligations hereunder.


 


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



		(a)	Distribution
                                         of Assets. If the Company shall declare or make any dividend or other distribution
                                         of its assets (or rights to acquire its assets) to holders of shares of Common Stock,
                                         by way of return of capital or otherwise (including without limitation any distribution
                                         of cash, stock or other securities, property or options by way of a dividend, spin off,
                                         reclassification, corporate rearrangement or other similar transaction) (a “Distribution”),
                                         at any time after the issuance of this Warrant, then, in each such case:



 


		(i)	any
                                         Exercise Price in effect immediately prior to the close of business on the



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


 


		(ii)	the
                                         number of Warrant Shares shall be increased to a number of shares equal to



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


 


		(b)	RESERVED.



 


		(c)	Subdivision
                                         or Combination of Common Stock. If the Company at any time on or after



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


 


		3.	FUNDAMENTAL
                                         TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company
                                         effects any merger of the Company with or into another entity and the Company is not
                                         the surviving entity (such surviving entity, the “Successor Entity”),
                                         (ii) the Company effects any sale of all or substantially all of its assets in one or
                                         a series of related transactions, (iii) any tender offer or exchange offer (whether by
                                         the



Company
or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted
to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the
Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange
pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than
as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common
Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”)
receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder
of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any
limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the
determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount
of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall
apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different
components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property
to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the
foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent
with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.


 


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



 


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



 


		6.	REISSUANCE.



 


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



 


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



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



 


		8.	NOTICES.
                                         Whenever notice is required to be given under this Warrant, unless otherwise provided
                                         herein, such notice shall be given in accordance with the notice provisions contained
                                         in the Purchase Agreement. The Company shall provide the Holder with prompt written notice
                                         (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable
                                         detail, the calculation of such adjustment and (ii) at least 20 days prior to the date
                                         on which the Company closes its books or takes a record (A) with respect to any dividend
                                         or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances
                                         or sales of any stock or other securities directly or indirectly convertible into or
                                         exercisable or exchangeable for shares of Common Stock or other property, pro rata to
                                         the holders of shares of Common Stock or (C) for determining rights to vote with respect
                                         to any Fundamental Transaction, dissolution or liquidation, provided in each case that
                                         such information shall be made known to the public prior to or in conjunction with such
                                         notice being provided to the Holder.



 


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



 


		10.	GOVERNING
                                         LAW AND VENUE. This Warrant shall be governed by and construed in accordance with
                                         the laws of the State of Delaware without regard to principles of conflicts of laws.
                                         Any action brought by either party against the other concerning the transactions contemplated
                                         by this Warrant shall be brought only in the state courts located in New York, NY or
                                         in the federal courts located in New York, NY. The parties to this Warrant hereby irrevocably
                                         waive any objection to jurisdiction and venue of any action instituted hereunder and
                                         shall not assert any defense based on lack of jurisdiction or venue or based upon forum
                                         non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND
                                         AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
                                         IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY



TRANSACTION
CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and
costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party
hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in
connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


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






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



 


		(a)	“Nasdaq”
                                         means www.Nasdaq.com.



 


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



 


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



 


		(d)	“Common
                                         Stock Equivalents” means any securities of the Company that would entitle the
                                         holder thereof to acquire at any time Common Stock, including without limitation any
                                         debt, preferred stock, rights, options, warrants or other instrument that is at any time
                                         convertible into or exercisable or exchangeable for, or otherwise entitles the holder
                                         thereof to receive, Common Stock.



 


		(e)	“Dilutive
                                         Issuance” is any issuance of Common Stock or Common Stock Equivalents described
                                         in Section 2(c) above; provided, however, that a Dilutive Issuance shall not include
                                         any Exempt Issuance.



 


		(f)	“Exempt
                                         Issuance” means the issuance of (i) shares of Common Stock or options to



officers
or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the nonemployee members of the
Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose,
(ii) securities issued pursuant to acquisitions approved by a majority of the disinterested directors of the Company, (iii) shares
of Common Stock issued in connection with regularly scheduled dividend payments on any preferred stock of the Company, and (iv)
shares of Common Stock issued pursuant to any real property leasing arrangement or financing from a national bank approved by
the Board of Directors of the Company.


 


		(g)	“Principal
                                         Market” means the primary national securities exchange on which the



Common
Stock is then traded.


 


		(h)	“Market
                                         Price” means the highest traded price of the Common Stock during the sixty



Trading
Days prior to the date of the respective Exercise Notice.


 


		(i)	“Trading
                                         Day” means (i) any day on which the Common Stock is listed or quoted and



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


 


 


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


 





	 	 	KANNALIFE, INC.
	 	 	 
	 	 	/s/ Dean Petkanas
	 	 	Name: Dean Petkanas
	 	 	Title: Chief Executive Officer



 


 









    	 	1	 



     


    

 


EXHIBIT
A


 


EXERCISE
NOTICE 


 


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


 


 


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


 


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



 


☐
a cash exercise with respect to _________________ Warrant Shares; or ☐ by cashless exercise pursuant to the Warrant.


 


 


		2.	Payment
                                         of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable
                                         Aggregate Exercise Price in the sum of $___________________ to the Company in accordance
                                         with the terms of the Warrant.



 


		3.	Delivery
                                         of Warrant Shares. The Company shall deliver to the holder __________________ Warrant
                                         Shares in accordance with the terms of the Warrant.



 





	Date:	 	 
	 	 	 
	 	 	Print Name of Registered Holder
	 	 	 
	 	 	By:
	 	 	Name:
	 	 	Title:




 






    	 	2	 



     


    

 


EXHIBIT
B


 


ASSIGNMENT
OF WARRANT 


 


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


 


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns, and transfers unto ____________________ the right to purchase _______________ shares of
common stock of Kannalife, Inc., to which the within Common Stock Purchase Warrant relates and appoints ____________________,
as attorney-in-fact, to transfer said right on the books of Kannalife, Inc. with full power of substitution and re-substitution
in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions
of the within Warrant.


 


	Dated:	 	 
	 	 	 
	 	 	 
	 	 	Signature*
	 	 	 
	 	 	 
	 	 	Name
	 	 	 
	 	 	 
	 	 	Address
	 	 	 
	 	 	 
	 	 	Social Security Tax Identification No.






 


 


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


 



    	 	3