Exhibit 4.2


 


WARRANT NUMBER _______________


 


CARDAX, INC.


 


WARRANT TO PURCHASE SHARES OF CAPITAL
STOCK 


 


NEITHER THIS WARRANT NOR THE
SHARES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR ANY APPLICABLE
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


THIS CERTIFIES THAT,
for value received, ________________________________ (together with its successors and assigns, the “Holder”),
commencing _____________ (the “Date of Issue”) is entitled to purchase, subject to the conditions set
forth below, at any time and from time to time, in whole or in part, during the Exercise Period (as defined in Section 1.2
below), up to __________ fully paid and non-assessable shares (the “Shares”) of common stock, par value
$0.001 per share (“Common Stock”), of Cardax, Inc., a Delaware corporation (the “Company”),
at the per share purchase price (the “Warrant Exercise Price”) set forth in Section 1.1, subject
to the further provisions of this Warrant.


 


This Warrant is issued
pursuant to one of the following agreements by and among the Company, the Holder and such other parties as may be listed in such
agreement (the agreement applicable to the initial holder of this Warrant being referred to as the “Agreement”),
and is subject to the provisions thereof to the extent applicable hereto (provided, however, that in the event of
any conflict between any of the terms of this Warrant and any of the terms of the Agreement, the terms of this Warrant shall prevail):
(i) the Note and Warrant Purchase Agreement, dated as of May 31, 2013; (ii) the Amended and Restated Subscription Agreement dated
as of January 3, 2014; (iii) the Subscription Agreement dated as of February 7, 2014; or (iv) such other agreement.


 


		1.	EXERCISE OF WARRANT



 


The terms and conditions
upon which this Warrant may be exercised, and the shares of Common Stock covered hereby which may be purchased hereunder, are as
follows:


 




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1.1           Warrant.
The Company hereby issues to the Holder this warrant to purchase an aggregate number of ___________________ newly issued shares
of Common Stock (the “Warrant”).


 


1.2           The
Warrant Exercise Price. The exercise price for the Warrant shall be equal to $0.625 per share, subject to adjustment as provided
in Section 4 below.


 


1.3           Method
of Exercise. The Holder of this Warrant may, during the period commencing on the Date of Issue and ending on the fifth (5th)
anniversary of the Date of Issue, unless extended by the Company in its sole discretion (the “Exercise Period”),
exercise in whole or in part the purchase rights evidenced by this Warrant. Such exercise shall be effected by:


 


(a)          the
surrender of the Warrant, together with a duly executed copy of the form of subscription attached hereto, to the Secretary of the
Company at its principal offices;


 


(b)          the
payment to the Company, by certified check or bank draft payable to its order, of an amount equal to the aggregate Warrant Exercise
Price for the number of Shares for which the purchase rights hereunder are being exercised; and


 


(c)          the
delivery to the Company, if necessary, to assure compliance with federal and state securities laws, of an instrument executed by
the Holder certifying that the Shares are being acquired for the sole account of the Holder and not with a view to any resale or
distribution.


 


1.4           Satisfaction
with Requirements of Securities Act of 1933. Notwithstanding the provisions of Section 1.3 and Section 7 hereof,
exercise of this Warrant is contingent upon the Company’s satisfaction that the issuance of the Shares for which this Warrant
is being exercised is exempt from the requirements of the Securities Act and all applicable state securities laws. The Holder of
this Warrant agrees to execute any and all documents deemed necessary by the Company to effect the exercise of this Warrant.


 


1.5           Issuance
of Shares. In the event the purchase rights evidenced by this Warrant are exercised in whole or in part, one or more certificates
for the purchased Shares shall be issued as soon as practicable thereafter to the Holder.


 


1.6           Partial
Exercise. If this Warrant shall have been exercised only in part, then the Company shall, at the time of delivery of the certificate
or certificates for the Shares purchased upon such exercise, also deliver to the Holder a new Warrant evidencing the remaining
outstanding unexercised balance of Shares purchasable hereunder.


 


1.7           Cancellation.
Notwithstanding anything in this Warrant to the contrary, this Warrant shall be cancelled, and shall not be exercisable, if it
is not exercised before the expiration of the Exercise Period.


 




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		2.	TRANSFER RESTRICTIONS



  


2.1           Transfer.
This Warrant and the Shares issuable upon exercise hereof are “restricted securities” as such term is defined by the
rules and regulations promulgated under the Securities Act. This Warrant and the Shares issuable upon exercise hereof may only
be disposed of in compliance with state and federal securities laws. In connection with any transfer of this Warrant or the Shares
issuable upon exercise hereof, other than pursuant to an effective registration statement or Rule 144, to the Company or to an
Affiliate of a Holder, the Company may require the transferor to provide to the Company an opinion of counsel selected by the transferor
and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company,
to the effect that such transfer does not require registration of the transferred Warrant or Shares under the Securities Act. As
a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Warrant and the Agreement
and shall have the rights and obligations of a Holder under this Warrant and the Agreement.


 


2.2           Legend.
The Holder agrees to the imprinting of a legend on any of the Shares issuable upon exercise hereof in the following form:


 


THIS SECURITY HAS 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 (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 CORPORATION. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER
OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES
ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


Notwithstanding the
foregoing, certificates evidencing this Warrant or the Shares issuable upon exercise hereof shall not contain any legend (including
the legend set forth above), (i) while a registration statement covering the resale of such security is effective under the Securities
Act, (ii) following any sale of this Warrant or such Shares issuable upon exercise hereof pursuant to Rule 144, (iii) if this Warrant
or such Shares issuable upon exercise hereof are eligible for sale under Rule 144, without the requirement for the Company to be
in compliance with the current public information required under Rule 144 as to this Warrant or such Shares issuable upon exercise
hereof and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements
of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission).


 




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2.3           Sale.
Each Holder, severally and not jointly with the other Holders, agrees that such Holder will sell this Warrant or any Shares issuable
upon exercise hereof only pursuant to either: (i) the registration requirements of the Securities Act, including any applicable
prospectus delivery requirements; or (ii) an exemption therefrom, and that if this Warrant or any Shares issuable upon exercise
hereof are sold pursuant to any such effective registration statement, they will be sold in compliance with the plan of distribution
set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing the Shares or this
Warrant is predicated upon the Company’s reliance upon this understanding.


 


		3.	FRACTIONAL SHARES



 


Notwithstanding that
the number of Shares purchasable upon the exercise of this Warrant may have been adjusted pursuant to the terms hereof, the Company
shall nonetheless not be required to issue fractions of Shares upon exercise of this Warrant or to distribute certificates that
evidence fractional shares, provided that in lieu of any fraction shares, the Company shall make a cash payment to the Holder in
an amount equal to the fair market value (as determined by the Board of Directors of the Company in its reasonable good faith)
of such fractional share.


 


		4.	ANTIDILUTION PROVISIONS



 


4.1           Stock
Splits and Combinations. If the Company shall at any time subdivide or combine its outstanding shares of Common Stock, this
Warrant shall, after that subdivision or combination, evidence the right to purchase the number of shares of Common Stock that
would have been issuable as a result of that change with respect to the shares of Common Stock which were purchasable under this
Warrant immediately before that subdivision or combination. If the Company shall at any time subdivide the outstanding shares of
Common Stock, the Warrant Exercise Price then in effect immediately before that subdivision shall be proportionately decreased,
and, if the Company shall at any time combine the outstanding shares of Common Stock, the Warrant Exercise Price then in effect
immediately before that combination shall be proportionately increased. Any adjustment under this section shall become effective
at the close of business on the date the subdivision or combination becomes effective.


 


4.2           Reclassification,
Exchange And Substitution. If the Common Stock issuable upon exercise of this Warrant shall be changed into the same or a different
number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other
than a subdivision or combination of shares provided for above), the Holder of this Warrant shall, on its exercise, be entitled
to purchase for the same aggregate consideration, in lieu of the Common Stock that the Holder would have been entitled to purchase
but for such change, a number of shares of such other class or classes of stock equivalent to the number of shares of Common Stock
that would have been subject to purchase by the Holder on exercise of this Warrant immediately before that change.


 




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4.3           Reorganizations,
Mergers, Consolidations Or Sale Of Assets. If at any time there shall be a capital reorganization of the Company’s Common
Stock (other than a combination, reclassification, exchange, or subdivision of shares provided for elsewhere above) or merger or
consolidation of the Company with or into another entity, or the sale of the Company’s properties and assets as, or substantially
as, an entirety to any other person or entity, then, as a part of such reorganization, merger, consolidation or sale, lawful provision
shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during
the period specified in this Warrant and upon payment of the Warrant Exercise Price then in effect, the number of shares of Common
Stock or other securities or property of the Company, or of the successor entity resulting from such merger or consolidation, to
which a holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled in such capital reorganization,
merger, or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation,
or sale. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall
be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant
after the reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (including adjustment of
the Warrant Exercise Price then in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after
that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise
of this Warrant. The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail,
postage prepaid) to the Holder of this Warrant at the address of the Holder shown on the Company’s books. That notice shall
set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated, and
specify the Warrant Exercise Price then in effect after the adjustment and the increased or decreased number of Shares or the other
shares or property purchasable upon exercise of this Warrant. When appropriate, that notice may be given in advance and include
as part of the notice required under other provisions of this Warrant.


 


4.4           Reservation
of Stock Issuable Upon Exercise. The Company shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock solely for the purpose of effecting the exercise of this Warrant such number of its shares of Common Stock
as shall from time to time be sufficient to effect the exercise of this Warrant and if at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the exercise of this Warrant, in addition to such other remedies
as shall be available to the Holder of this Warrant, the Company will use its best efforts to take such corporate action as may,
in the opinion of its counsel, be necessary to increase its authorized but un-issued shares of Common Stock to such number of shares
as shall be sufficient for such purposes.


 


		5.	RIGHTS PRIOR TO EXERCISE OF WARRANT



 


This Warrant does not
entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to receive dividends
or other distributions, to exercise any preemptive rights, to vote, or to consent or to receive notice as a stockholder of the
Company. If, however, at any time prior to the termination of this Warrant and prior to its exercise, any of the following events
shall occur:


 


(a)          the
Company shall declare any dividend payable in any securities upon its shares of Common Stock or make any distribution (other than
a regular cash dividend) to the Holders of its shares of Common Stock; or


 




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(b)          the
Company shall offer to the holders of its shares of Common Stock any additional Warrant of Common Stock or securities convertible
into or exchangeable for shares of Common Stock or any right to subscribe for or purchase any thereof; or


 


(c)          a
dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, sale, transfer or
lease of all or substantially all of its property, assets and business as an entirety) shall be proposed and action by the Company
with respect thereto has been approved by the Company’s Board of Directors;


 


then in any one or more of said events
the Company shall give notice in writing of such event to the Holder at the last address of the Holder as it shall appear on the
Company’s records at least twenty (20) days prior to the date fixed as a record date or the date of closing the transfer
books for the determination of the stockholders entitled to such dividends, distribution, or subscription rights, or for the determination
of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record
date or the date of closing the transfer books, as the case may be. Failure to publish, mail or receive such notice or any defect
therein or in the publication or mailing thereof shall not affect the validity of any action taken in connection with such dividend,
distribution or subscription rights, or such proposed dissolution, liquidation or winding up. Each person in whose name any certificate
for shares of Common Stock is to be issued shall for all purposes be deemed to have become the holder of record of such shares
on the date on which this instrument was surrendered and payment of the Warrant Exercise Price was made, irrespective of the date
of delivery of such stock certificate, except that, if the date of such surrender and payment is a date when the stock transfer
books of the Company are closed, such person shall be deemed to have become the holder of such shares of Common Stock at the close
of business on the next succeeding date on which the stock transfer books are open.


 


		6.	SUCCESSORS AND ASSIGNS



 


The terms and provisions
of this Warrant shall inure to the benefit of, and be binding upon, the Company and the Holder hereof and their respective successors
and permitted assigns.


 


		7.	LOSS OR MUTILATION



 


Upon receipt by the
Company of satisfactory evidence of the ownership of and the loss, theft, destruction, or mutilation of any Warrant, and (i) in
the case of loss, theft, or destruction, upon receipt by the Company of indemnity satisfactory to it, or (ii) in the case of mutilation,
upon receipt of such Warrant and upon surrender and cancellation of such Warrant, the Company shall execute and deliver in lieu
thereof a new Warrant representing the right to purchase an equal number of shares of Common Stock.


 


The Holder also acknowledges
that each of the Shares issuable upon the due exercise hereof will be subject to any transfer restrictions in the Company’s
Articles of Incorporation, including a right of first refusal to the Company, and the certificate or certificates evidencing the
Shares will bear a legend to this effect.


 




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		8.	TERMINATION DATE



 


This Warrant shall
terminate upon the sooner of (a) five years from the Date of Issue; or (b) the exercise of all or any portion of this Warrant pursuant
to the terms of Section 1 hereof.


 


		9.	GOVERNING LAW



 


This Warrant and any
dispute, disagreement or issue of construction or interpretation arising hereunder whether relating to its execution, its validity,
the obligations provided herein or performance shall be governed or interpreted according to the internal laws of the State of
New York without regard to conflicts of law.


 


10.         HEADINGS.
The headings and captions used in this Warrant are used only for convenience and are not to be considered in construing or interpreting
this Warrant. All references in this Warrant to sections and exhibits shall, unless otherwise provided, refer to sections hereof
and exhibits attached hereto, all of which exhibits are incorporated herein by this reference.


 


11.         NOTICES.
All notices or other communications given or made hereunder shall be in writing and shall be mailed by certified or registered
mail, delivered by professional courier or hand, or transmitted via email or facsimile, to such party’s address as set forth
in the Agreement, or such other address as the Holder or the Company shall notify the other in writing as above provided. Any notice
sent in accordance with this section shall be effective on the date three days after the date of mailing or, if delivered by hand
or professional courier, or transmitted via email or facsimile with delivery receipt, on the date of delivery, provided, however,
that notices to the Company will be effective upon receipt.


 


12.         SEVERABILITY.
If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision(s) shall be excluded
from this Warrant and the balance of this Warrant shall be interpreted as if such provision(s) were so excluded and shall be enforceable
in accordance with its terms.


 


13.         AGREEMENT.
This Warrant incorporates by reference all the terms of the Agreement.


 


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In
Witness Whereof, the parties have executed this Warrant as of the date first written above.


 


	 	COMPANY
	 	 	 
	 	Cardax, Inc.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 


	HOLDER	 
	 	 	 
	 	 	 
	 	 	 
	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 


  




    	 



    	 



    

 


NOTICE OF WARRANT EXERCISE


 


To: Cardax, Inc.


 


Gentlemen:


 


The undersigned, _______________________________,
hereby elects to purchase, pursuant to the provisions of the foregoing Warrant held by the undersigned, ____________  shares of the
common stock (“Common Stock”) of Cardax, Inc.


 


Payment of the purchase
price of __________ per Share required under such Warrant accompanies this subscription.


 


The undersigned hereby
represents and warrants that the undersigned is acquiring such Common Stock for the account of the undersigned and not for resale
or with a view to distribution of such Common Stock or any part hereof; that the undersigned is fully aware of the transfer restrictions
affecting restricted securities under the pertinent securities laws and the undersigned understands that the shares purchased hereby
are restricted securities and that the certificate or certificates evidencing the same will bear a legend to that effect.


 


DATED:  ____________, ____.


 


	 	Signature:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	Address: