Exhibit
4.6


 


NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. 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


 


NutraLife
BioSciences, Inc.


 


	Warrant
    Shares: 1,400,000	Issue
    Date: 01/27/2021


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, FRANK CANNAROZZO (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 Issue Date as set forth above (the “Issue Date”) and on or prior to 5:00 p.m. (New York City time) on
the third anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase
from NutraLife BioSciences, Inc., a Florida corporation (the “Company”), up to the number shares set forth above (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), subject to adjustment as set forth
herein.


 


Section
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain
Subscription Agreement (the “Agreement”), dated JANUARY 27, 2021, among the Company and the Holder. This Warrant
is subject to the terms and conditions of the Agreement and, in the event of a conflict between the Agreement and this Warrant,
the terms and conditions of this Warrant shall control. In addition, for purposes herein:


 


(a)
The Company and the Holder may be referred to herein individually as a “Party” and collectively as the “Parties”.


 


(b)
“Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled
by or is under common Control with, the specified Person.


 


(c)
“Business Day” means any day except Saturday, Sunday and any legal holiday or a day on which banking institutions
in Florida generally are authorized or required by Law or other governmental actions to close.


 




    	 	 	 



    	 



    

 


(d)
“Control” means (a) the possession, directly or indirectly, of the power to vote 10% or more of the securities or
other equity interests of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, by contractor otherwise, or (c) being a director, officer,
executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person.


 


(e)
“Person” means a natural person, a corporation, a limited liability company, a partnership, an association, a trust
or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.


 


(f)
“Transfer Agent” means the Company’s transfer agent for the Common Stock as in place from time to time.


 


Section
2. Exercise.


 


(a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any
time or times on or after the Issue Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile
copy or PDF copy submitted by e-mail with return receipt requested (or e-mail attachment to an e-mail with return receipt requested)
of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2)
Trading Days (as defined bellow) and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in
Section 2(f)(i)) following the date of exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price
for the 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) 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 until the Holder has exercised the rights to purchase all of the Warrant Shares available hereunder
and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation
together with the final Notice of Exercise as 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, and the records
of the Company shall be deemed controlling in the absence of manifest error. The Company shall deliver any objection to any Notice
of Exercise within one (1) Business 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 Section 2(a), 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.


 


(b)
Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.08, subject to adjustment hereunder
(the “Exercise Price”).


 




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(c)
Cashless Exercise. In the event that (1) the Warrant Shares are not registered for resale pursuant to a registration statement
under the Securities Act of 1933, as amended (the “Securities Act”) as of the date of the delivery of a Notice of
Exercise and (2) the Market Price (as defined below) of one share of Common Stock is greater than the Exercise Price in effect
at such time, 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 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	=	the
    Exercise Price (as adjusted to the date of such calculation)


 


(d)
Characteristics. 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 characteristics of the Warrants being exercised,
and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company
agrees not to take any position contrary to this Section 2(d).


 


(e)
Market Price. “Market Price” for the Common Stock (or any replacement security pursuant to Section 3(b)) means,
for any security as of any date, the first of the following which shall apply:


 


	 	(i)	the
    dollar volume-weighted average price for such security on the OTC Markets or a United States national securities exchange
    which is the principal market on which such security is then traded (as applicable, the “Trading Market”) during
    the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg L.P.
    through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted
    average price of such security in the over-the-counter market on the electronic bulletin board for such security during the
    period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg L.P.;
	 	 	 
	 	(ii)	if
    no dollar volume-weighted average price is reported for such security by Bloomberg L.P. for such hours as set forth in Section
    2(e)(i), the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such
    security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC); and


 




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	 	(iii)	if
    the Market Price cannot be calculated for such security on such date on bases as set forth in Section 2(e)(i) or Section 2(e)(ii),
    the Market Price of such security on such date shall be the fair market value of such security as mutually determined in good
    faith by the Board of Directors of the Company and the Holder after taking into consideration factors they may each deem appropriate.


 


(f)
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) the Warrant Shares are eligible for resale by the Holder without
    volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), 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 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”). 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. 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. For purposes herein, “Trading Day” means any day on which the
    Common Stock (or any replacement security pursuant to Section 3(b)) is traded on the Trading Market or is otherwise reported
    on “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) or a similar organization or agency succeeding
    to its functions of reporting prices.


 




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	 	(ii)	Delivery
    of New Warrants Upon Partial 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)	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.
	 	 	 
	 	(iv)	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 of the Company in respect of the issuance of such Warrant Shares, all of which taxes and Company
    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.


 




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(g)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and the 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 Person 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, non exercised 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 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 or Attribution Parties.
Except as set forth in the preceding sentence, for purposes of this Section 2(g), 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(g) 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(g), in determining the
number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected
in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent
public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the
number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading
Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the
Company, including this Warrant, by the Holder or its Affiliates 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% 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(g), 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(g) 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 Section 2(g) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this
Section 2(g) to correct this Section 2(g) (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 Section 2(g) shall apply to a successor holder of this Warrant.


 




    	 	6	 



    	 



    

 


Section
3. Certain Adjustments.


 


(a)
Stock Splits. If any time while this Warrant is outstanding, the Company effects a forward split or reverse split of the
Common Stock, the number of Warrant Shares shall be appropriately adjusted, with any partial resulting Warrant Share being rounded
up to the next nearest whole number and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise
Price payable hereunder shall remain unchanged. By way of example and not limitation, (i) in the event that the Company effects
a two-for-one forward split of the Common Stock, wherein each issued and outstanding share of Common Stock is converted into two
shares of Common Stock, the number of Warrant Shares shall be increased by 100% and the Exercise Price shall be reduced by 50%;
and (ii) in the event that the Company effects a one-for-two reverse split of the Common Stock, wherein each two issued and outstanding
shares of Common Stock are converted into one share of Common Stock, the number of Warrant Shares shall be reduced by 50% and
the Exercise Price shall be increased by 100%.


 


(b)
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
(and all of its Subsidiaries, taken as a whole), 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, 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(g) 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(b) pursuant to written agreements in form and substance reasonably satisfactory
to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the
option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written
instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares
of capital stock of such Successor Entity equivalent to the shares of Common Stock acquirable and receivable upon exercise of
this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with
an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative
value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such
number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance
to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant 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.


 




    	 	7	 



    	 



    

 


(c)
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.


 


(d)
Notice to Holder of 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.


 


(e)
Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time
during the term of this Warrant, subject to the prior written consent of the Holder, 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.


 


Section
4. Transfer of Warrant; Legend.


 


(a)
No Transfer. This Warrant may not be transferred by the Holder to any other person or entity without the prior written
approval of the Company, to be given or withheld in the sole discretion of the Company, and any such attempted transfer in violation
of such limitation shall be null and void and of no force or effect.


 




    	 	8	 



    	 



    

 


(b)
Legends. Any legend required by the securities laws of any state to the extent such laws are applicable to the Warrant
Shares represented by the certificate so legended shall be included on any certificates representing the Warrant Shares. Holder
also understands that the Warrant Shares may bear the following or a substantially similar legend:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED
OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED,
PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION ARE NOT REQUIRED. ANY TRANSFER
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE NOT
SET FORTH HEREIN.


 


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(f)(i),
except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless
exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(f)(i) and Section 2(f)(iii), in no
event shall the Company be required to net cash settle an exercise of this Warrant.


 


(b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case
of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 


(c)
Entire Agreement. This Warrant (including any recitals hereto) and the Agreement set forth the entire understanding of
the Parties with respect to the subject matter hereof, and shall not be modified or affected by any offer, proposal, statement
or representation, oral or written, made by or for any Party in connection with the negotiation of the terms hereof, and may be
modified only by instruments signed by the Company and the Holder.


 


(d)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next
succeeding Business Day.


 




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(e)
Notices. All notices under this Warrant shall be in writing. Notices may be served by certified or registered mail, postage
paid with return receipt requested; by private courier, prepaid; by other reliable form of electronic communication; or personally.
Mailed notices shall be deemed delivered five (5) days after mailing, properly addressed. Couriered notices shall be deemed delivered
on the date that the courier warrants that delivery will occur. Electronic communication notices shall be deemed delivered when
receipt is either confirmed by confirming transmission equipment or acknowledged by the addressee or its office. Personal delivery
shall be effective when accomplished. Any Party may change its address by giving notice, in writing, stating its new address,
to the other Party. Subject to the forgoing, notices shall be sent as follows:


 


If
to the Company:


 


NutraLife
Biosciences, Inc.


Attn: Edgar Ward


6601
Lyons Road, Suite L-6


Coconut Creek, FL 33073


Email:
edgar@nutralifebiosciences.com


 


If
to Holder, to the address of Holder as set forth in the Agreement.


 


(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)
No Waiver. No waiver of any provision of this Warrant shall be effective unless it is in writing and signed by the Party
against whom it is asserted, and any such written waiver shall only be applicable to the specific instance to which it relates
and shall not be deemed to be a continuing or future waiver.


 


(h)
Headings. The article and section headings contained in this Warrant are inserted for convenience only and shall not affect
in any way the meaning or interpretation of the Warrant.


 


(i)
Governing Law. This Warrant, and any dispute arising out of, relating to, or in connection with this Warrant, shall be
governed by and construed in accordance with the laws of the State of Florida, without giving effect to any choice or conflict
of law provision or rule (whether of the State of Florida or of any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Florida.


 




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(j)
Enforcement of the Warrant; Jurisdiction; No Jury Trial.


 


	 	(i)	Each
    of the Parties irrevocably agrees that any legal action or proceeding with respect to this Warrant and the rights and obligations
    arising under this Warrant, or for recognition and enforcement of any judgment or arbitral award or resolution in respect
    of this Warrant, shall be brought and determined exclusively in the courts of the State of Florida located in Broward County,
    Florida or in the event (but only in the event) that such courts do not have subject matter jurisdiction over such action
    or proceeding, in the United States District Court sitting in Broward County, Florida (the “Selected Courts”).
    Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its
    property, generally and unconditionally, to the personal jurisdiction of the Selected Courts and agrees that it will not bring
    any action relating to this Warrant or any of the transactions contemplated by this Warrant in any court other than the Selected
    Courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim
    or otherwise, in any action or proceeding with respect to this Warrant, (a) any claim that it is not personally subject to
    the jurisdiction of the Selected Courts for any reason other than the failure to serve in accordance with the provisions of
    this Warrant; (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal
    process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution
    of judgment, execution of judgment or otherwise); and (c) to the fullest extent permitted by law, any claim that (i) the suit,
    action or proceeding in such court is brought in an inconvenient forum; (ii) the venue of such suit, action or proceeding
    is improper; or (iii) this Warrant, or the subject matter of this Warrant, may not be enforced in or by the Selected Courts.
	 	 	 
	 	(ii)	EACH
    PARTY TO THIS WARRANT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT SUCH
    PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF,
    UNDER, RELATING TO OR IN CONNECTION WITH THIS WARRANT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
	 	 	 
	 	(iii)	The
    Holder hereby expressly acknowledges that the agreements and restrictions contained herein are reasonable and necessary to
    protect the Company’s legitimate interests, that the Company would not have entered into this Warrant in the absence
    of such agreements and restrictions, and that any violation of such restrictions will result in irreparable harm to the Company.
    The Holder agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity
    of proving actual damages, and specific performance of, as well as an equitable accounting of all earnings, profits and other
    benefits arising from any violation of, the agreements and restrictions contained herein, which rights shall be cumulative
    and in addition to any other rights or remedies to which the Company may be entitled. The Holder irrevocably and unconditionally
    (i) agrees that any legal proceeding arising out of this Warrant may be brought in the Selected Courts, (ii) consents to the
    non-exclusive jurisdiction of the Selected Courts in any such proceeding, and (iii) waives any objection to the laying of
    venue of any such proceeding in any Selected Court.


 




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(k)
Attorneys’ Fees. If any Party hereto is required to engage in litigation against any other Party, either as plaintiff
or as defendant, in order to enforce or defend any rights under this Warrant, and such litigation results in a final judgment
in favor of such Party (“Prevailing Party”), then the party or parties against whom said final judgment is obtained
shall reimburse the Prevailing Party for all direct, indirect or incidental expenses incurred, including, but not limited to,
all attorneys’ fees, court costs and other expenses incurred throughout all negotiations, trials or appeals undertaken in
order to enforce the Prevailing Party’s rights hereunder.


 


(l)
Parties in Interest. This Warrant shall be binding upon and inure solely to the benefit of each Party, and nothing in this
Warrant, express or implied, is intended to confer upon any other person or entity any rights or remedies of any nature under
or by reason of this Warrant.


 


(m)
Severability; Expenses; Further Assurances. If any term, condition or other provision of this Warrant is determined by
a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all
other terms, conditions and provisions of this Warrant shall nevertheless remain in full force and effect so long as the economic
or legal substance of the transactions contemplated by this Warrant is not affected in any manner materially adverse to any Party.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall
negotiate in good faith to modify this Warrant so as to effect the original intent of the Parties as closely as possible in a
mutually acceptable manner in order that the transactions contemplated by this Warrant be consummated as originally contemplated
to the fullest extent possible. Except as otherwise specifically provided in this Warrant, each Party shall be responsible for
the expenses it may incur in connection with the negotiation, preparation, execution, delivery, performance and enforcement of
this Warrant. The Parties shall from time to time do and perform any additional acts and execute and deliver any additional documents
and instruments that may be required by Law or reasonably requested by any Party to establish, maintain or protect its rights
and remedies under, or to effect the intents and purposes of, this Warrant.


 


(n)
Execution in Counterparts, Electronic Transmission. This Warrant may be executed in any number of counterparts, each of
which shall be deemed an original. The signature of any Party which is transmitted by any reliable electronic means such as, but
not limited to, a photocopy, electronically scanned or facsimile machine, for purposes hereof, is to be considered as an original
signature, and the document transmitted is to be considered to have the same binding effect as an original signature or an original
document.


 


(o)
No Assignment. This Warrant may not be assigned by either Party without the prior written consent of the other Party in
its sole discretion.


 


(p)
Currency. All dollar amounts are in U.S. dollars.


 


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


 


(Signature
Page Follows)


 




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IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the Issue Date.


 


	 	NutraLife
    BioSciences, Inc.
	 	 	 
	 	By:	/s/
    Edgar Ward
	 	Name:	Edgar
    Ward
	 	Title:	Chief
    Executive Officer


 


Agreed
and accepted: 


 


	By:	/s/ FRANK CANNAROZZO	 
	Name:	FRANK CANNAROZZO	 


 




    	 	13	 



    	 



    

 


NOTICE
OF EXERCISE


 


TO:
NutraLife BioSciences, 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 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 Section
2(c) of the attached Warrant, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant
to the cashless exercise procedure set forth in such in Section 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:


 


Name
of Holder:


 


 






By:


 


Name:


 


Title:


 


Date:
__________ __, 202_


 




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