SECOND
AMENDMENT TO WARRANT


 


THIS SECOND AMENDMENT (“Second Amendment”)
effective as of November 30, 2016, hereby amends the COMMON STOCK PURCHASE WARRANTS (the “Warrants”) dated
the 4th day of May 2016, is entered into by and between Vitality Biopharma, Inc., a Nevada
corporation (the “Company”), and the holders of all of the Warrants who have executed this Second Amendment
below (the “Holders”).




 


WHEREAS,
the Company issued the Warrants held by the Holders; and


 


WHEREAS,
the Company and the Holders desire to amend the terms of the Warrants as provided herein to change the Beneficial Ownership Limitation
from 9.99% to 4.99%.


 


NOW,
THEREFORE, in consideration of the premises contained herein and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the Company and the Holders hereby agree as follows:


 


	 	1.	Section
    2(e) of the Warrant is hereby replaced in its entirety by the following:
	 	 	 
	 	2.	 
	 	 	 


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


 


	 	3.	All
    capitalized terms not defined herein have the same meaning as in the Warrants.
	 	 	 
	 	4.	Any
    and all provisions of the Warrants not expressly modified herby shall remain in full force and effect. 


 






    	 		 



    	 		 



    

 


IN
WITNESS WHEREOF, each of the parties hereto has caused this Second Amendment to be executed by its duly authorized officer as
of the date first written above.


 


	Vitality
    Biopharma, Inc.	 
	 	 	 
	By:
    	/s/
    Robert Brooke	 
	Name:
    	Robert
    Brooke 	 
	Title:
    	CEO	 
	 	 	 
	Quezon
    Group LLC	 
	 	 	 
	By:
    	/s/
    Virgilio Santana	 
	Name:
    	Virgilio
    Santana	 
	Title:
	Director	 
	 	 	 
	Trius
    Holding Limited	 
	 	 	 
	By:
    	/s/
    Jordan Wolsey	 
	Name:
    	Jordan
    Wolsey	 
	 	 	 
	Gotama
    Capital SA	 
	 	 	 
	By:
    	/s/
    Fedir Nikolayev	 
	Name:
	Fedir
    Nikolayev	 
	Title:
    	President	 
	 	 	 
	Hampton
    Partners Inc.	 
	 	 	 
	By:
    	/s/
    Scott Cabianca	 
	Name:
	Scott
    Cabianca	 
	Title:
    	Director	 
	 	 	 
	Corby
    Ventures Inc.	 
	 	 	 
	By:
    	/s/
    Richard Smith	 
	Name:
    	Richard
    Smith	 
	 	 	 
	Santo
    Torres LLC	 
	 	 	 
	By:
    	/s/
    Miguel Robles	 
	Name:
    	Miguel
    Robles	 
	Title:
    	Director	 
	 	 	 
	Morris
    Capital Inc.	 
	 	 	 
	By:
    	/s/
    Rob Harris	 
	Name:
    	Rob
    Harris	 
	Title:
	Director