Exhibit
4.5


 


THIS WARRANT AND
THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES
ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS
AND MAY NOT BE OFFERED FOR SALE,
SOLD, PLEDGED, HYPOTHECATED
OR OTHERWISE TRANSFERRED OR ASSIGNED
UNLESS (I) A REGISTRATION
STATEMENT COVERING SUCH SHARES IS EFFECTIVE
UNDER THE SECURITIES ACT AND IS
QUALIFIED UNDER APPLICABLE STATE LAW OR (II)
THE TRANSACTION IS EXEMPT FROM
THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER
THE SECURITIES ACT AND THE QUALIFICATION
REQUIREMENTS UNDER APPLICABLE STATE LAW AND,
IF THE CORPORATION REQUESTS,
AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS
BEEN RENDERED BY COUNSEL.


 


WARRANT
TO PURCHASE COMMON STOCK


 


	Original Issue Date: November 30th  2015	Warrant No. 2015 __


 


FOR
VALUE RECEIVED, GUARDION HEALTH SCIENCES, INC.,
a Delaware corporation
(including any successor, the
"Company"), hereby certifies EDWARD
B. GRIER, III, as of
the date hereof and after the date hereof, is entitled to
purchase from the Company, as of the date hereof,
up to a total of One Hundred Thousand
(100,000) shares of common stock,
$0.001 par value per
share (the "Common Stock"),
of the Company (each
such share, a "Warrant
Share" and all
such shares, the "Warrant Shares")
at an exercise price per share
equal to Twenty-Five
Cents ($0.25) per share
subject to the terms,
conditions and adjustments set
forth below in this Warrant.


 


1.        Definitions.
As used in this Warrant, the
following terms have
the respective meanings set
forth below:


 


"Board"
means the board of
directors of the Company.


 


"Business
Day" means any
day, except a Saturday, Sunday or legal
holiday on which banking institutions in
the city of New York,
New York, are
authorized or obligated by law or executive order to
close.


 


"Common
Stock" means the
common stock, par value
$0.001 per share, of
the Company, and any capital stock
into which such Common
Stock shall have been
converted, exchanged or reclassified following the Original Issue
Date.


 


"Company"
has the meaning set forth in
the preamble of this
Warrant.


 


"Convertible
Securities" means any securities (directly or
indirectly) convertible
into or exchangeable for Common Stock,
but excluding Options.


 


"Exercise
Date" means, for any
given exercise of this Warrant, the
date on which the conditions
to such exercise as set forth in
Section 3 shall have been satisfied
at or prior to 5:00 p.m., San Diego,
California time, on
a Business Day, including, without
limitation, the receipt by the Company of the
Exercise Agreement, this Warrant
and the Exercise Price.


 


"Exercise
Agreement" means an Exercise Agreement in
the form attached to this
Warrant as Exhibit A.


 


"Exercise
Period" has
the meaning set
forth in Section 2.


 


"Exercise
Price" has
the meaning set
forth in the preamble
of this Warrant.


 




     


     


    

 


"Fair
Market Value"
means, as of any particular
date, the "Fair Market Value" of the Common
Stock shall be: (a) if
at any time the Common
Stock is not listed on any domestic securities
exchange or quoted on
the OTCQB or similar quotation system or association, the
fair market value per share as determined
by mutual consent of the parties,
or absent that, by an independent
third-party appraisal, (b) if
the Common Stock is listed
on any domestic securities exchange or quoted
on the OTCQB or similar
quotation system: (1) the
volume weighted average of the closing sales
prices of the Common
Stock for such day on all domestic
securities exchanges on which the Common Stock may at
the time be listed;
(2) if there have been
no sales of the Common Stock on
any such exchange on any such day, the
average of the highest
bid and lowest asked
prices for the Common Stock on all such exchanges at the
end of such day; (3)
if on any such day
the Common Stock is not listed
on a domestic securities exchange, the closing sales price of
the Common Stock as quoted on the
OTCQB or similar quotation system
or association for such day; or (4) if there have
been no sales of the Common Stock on the OTCQB or similar quotation system or association on
such day, the average
of the highest bid
and lowest asked prices
for the Common Stock quoted
on the OTCQB or similar quotation system or association at the
end of such day; in each
case, averaged over twenty (20) consecutive Business Days ending on the Business
Day immediately prior
to the day as
of which "Fair
Market Value" is
being determined; provided,
that if the Common Stock is
listed on any domestic
securities exchange,
the term "Business
Day" as used in
this sentence means Business Days on which such exchange
is open for trading.


 


"Holder"
has the meaning set forth in the preamble of this Warrant.


 


"Options"
means any warrants
or other rights or
options to subscribe for or purchase Common Stock or Convertible Securities.


 


"Original
Issue Date"
has the meaning set forth on the cover page to this Warrant.


 


"Person"
means any individual,
sole proprietorship, partnership, limited liability company,
corporation, joint venture, trust, incorporated organization or government or department or
agency thereof.


 


"Securities
Act" has the meaning set forth in the
legend endorsed on the cover page of this Warrant.


 


"Trading
Day" means a day
on which the principal Trading Market is open
for trading.


 


"Trading
Market" means
the following markets or
exchanges on which the Common Stock is listed or quoted
for trading on the
date in question: the NYSE MKT, the Nasdaq Capital
Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the
OTCQX and OTCQB.


 


"Volume
Weighted Average Price" means,
for any date, the price determined by the first of the following clauses
that applies: (a) if the Common
Stock is then listed or quoted on a Trading Market, the
daily volume weighted average price of the Common Stock
for such date (or the nearest preceding date)
on the Trading Market
on which the Common Stock is then listed
or quoted for trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02
p.m. (New York City
time) (b) if the Common Stock is not then
listed or quoted for trading on the OTC
Venture Market (OTCQB) and if prices for the Common Stock
are then reported on the
OTC Pink (or a similar organization or agency succeeding to its
functions of reporting prices),
the most recent bid
price per share of the Common Stock so reported; or (d)
in all other cases, the
fair market value of
a share of Common Stock as determined by an in
good faith by the Board
of Directors of the
Company.


 


"Warrant"
means this Warrant and all warrants issued upon
division or combination of, or
in substitution for,
this Warrant.


 


"Warrant
Shares" means the shares of Common
Stock which may be purchased pursuant to this Warrant.


 




     


     


    

 


2.            Term
of Warrant. Subject
to the terms and
conditions of this
Warrant, beginning on the date of issuance and
then at any time or from time
to time after the date hereof and prior to 5:00
p.m., San Diego, California time, on
the three (3) year anniversary of the date hereof,
if such day is not
a Business Day, on the next preceding Business Day (the
"Exercise Period"),
the Holder of this Warrant may exercise this Warrant
for all or any part of the Warrant Shares purchasable
hereunder.


 


3.            Exercise
of Warrant.


 


(a)          Exercise
Procedure.
This Warrant may be exercised from
time to time on any Business Day during the Exercise Period, for
all or any part of the unexercised Warrant Shares, upon:


 


(i)        surrender
of this Warrant to the Company at
its then principal
executive offices (or an indemnification
in accordance with Section 8 in
the case of the loss,
theft, destruction
or mutilation of this
Warrant), together
with a duly completed (including
specifying the
number of Warrant Shares for which
this Warrant is being exercised) and
executed Exercise Agreement; and


 


(ii)        payment
to the Company
of the Exercise
Price m accordance with
Section 3(b).


 


(b)           Payment
of the Aggregate
Exercise Price. Payment
of the Aggregate Exercise
Price shall be made
by delivery to the Company of a certified
or official bank check payable to the
order of the Company
or by wire transfer of
immediately available funds to an account designated
in writing by the Company, in the amount
of such Aggregate Exercise Price.


 


(c)           Delivery
of Stock Certificates.
Upon receipt by the
Company of the Exercise Agreement, surrender of this Warrant
and payment of the
Aggregate Exercise Price (in accordance with Section
3(b)), the
Company shall, as promptly as
reasonably practicable, and in
any event within ten
(10) Business Days thereafter,
execute (or cause to be executed)
and deliver (or cause to
be delivered) to the Holder a certificate or certificates
representing the Warrant Shares issuable upon such
exercise, together with cash
in lieu of any fraction of a share, as provided in Section
3(d). The stock certificate
or certificates so delivered
shall be, to the extent
possible, in such denomination
or denominations as the exercising Holder
shall reasonably request
in the Exercise Agreement and shall
be registered in the name of the
Holder or, subject
to compliance with Section 6,
such other Person's name as shall be
designated in the Exercise Agreement. This Warrant shall
be deemed to have been
exercised and such certificate or certificates of Warrant
Shares shall be deemed to have
been issued, and the
Holder or (subject to compliance
with Section 6) any other Person so designated to
be named therein shall
be deemed to have
become a holder of record of such Warrant Shares
for all purposes, as of the Exercise
Date.


 


(d)          Fractional
Shares. The
Company shall not be required
to issue a fractional
Warrant Share upon exercise of
this Warrant. As to any fraction of a Warrant Share that
the Holder would otherwise
be entitled to purchase
upon such exercise, the
Company shall pay to such
Holder an amount in cash (by
delivery of a certified or official bank check or by wire
transfer of immediately
available funds) equal
to the product of (i)
such fraction multiplied by (ii) the Fair Market Value
of one Warrant Share on the Exercise Date.


 


 


(e)          Delivery
of New Warrant. Unless the purchase rights represented
by this Warrant shall
have expired or
shall have been fully exercised, the Company shall, at
the time of delivery of the certificate or certificates
representing the Warrant Shares being issued
in accordance with
Section 3(c) hereof,
deliver
to the Holder a new
Warrant evidencing
the rights of the Holder
to purchase the unexpired
and unexercised Warrant Shares called for by
this Warrant. Such new Warrant shall in all
other respects be identical
to this Warrant.


 


(f)           Valid
Issuance of Warrant and Warrant Shares; Payment
of Taxes. With
respect
to the exercise of
this Warrant, the Company
hereby
represents, covenants
and agrees that:


 




     


     


    

 


(i)        This
Warrant is, and any
Warrant issued in substitution
for or replacement of this Warrant shall
be, upon issuance,
duly authorized
and validly issued.


 


(ii)        All
Warrant Shares issuable upon
the exercise
of this Warrant in
compliance with the terms of this
Warrant shall
be, upon issuance,
and the Company shall take all such
actions as may be necessary or
appropriate in order that such Warrant
Shares are, validly
issued,
fully paid and non-assessable,
issued without
violation of any pre-emptive or similar
rights of any stockholder
of the Company and
free and clear of all
taxes, liens
and charges.


 


(iii)        The
Company shall use
commercially reasonable efforts to cause the
Warrant Shares, immediately
upon such exercise,
to be listed on any
domestic
securities exchange
upon which shares
of Common Stock or
other securities
constituting Warrant Shares are listed
at the time
of such exercise.


 


(iv)        The
Company shall pay
all expenses in connection with,
and all taxes
and other governmental
charges that may be
imposed with respect
to, the issuance
or delivery of Warrant Shares upon
exercise of this Warrant;
provided,
that the Company shall
not be required to
pay any tax or governmental charge that
may be imposed with
respect to any applicable
withholding or the issuance or
delivery
of the Warrant Shares to the
Holder
or to any other
Person permitted to receive Warrant
Shares upon exercise
of this Warrant, and
no such
issuance or delivery
shall
be made unless and until
the Holder
or such Person
has paid to the
Company
the amount of any such tax,
or has established
to the satisfaction
of the Company that such
tax has been paid.


 


(g)          Conditional
Exercise. Notwithstanding
any other provision of this
Warrant, if an
exercise
of any portion of
this Warrant
is to
be made
in connection with
a public offering or
a Sale Event,
such exercise may at
the election of
the Holder be conditioned
upon the consummation of
such transaction, in
which case such
exercise shall not
be deemed to be effective
until immediately prior
to the consummation
of such transaction.


 


(h)          Reservation
of Shares. During
the Exercise
Period, the
Company
shall at
all times reserve and keep
available out of its
authorized
but unissued Common
Stock or other
securities constituting Warrant
Shares, solely for the purpose
of issuance
upon the exercise of
this Warrant, the maximum
number of Warrant Shares
issuable
upon the exercise of
this Warrant,
and the par
value per
Warrant Share shall
at all
times be less than
or equal to the
applicable Exercise
Price. The Company
shall not
increase the
par value
of any
Warrant Shares receivable
upon the
exercise of this Warrant above the
Exercise Price
then in effect,
and 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.


 


4.            Adjustment
to Exercise Price
and Number of Warrant
Shares. The Exercise
Price and the number of Warrant Shares issuable
upon exercise of this Warrant shall be
subject to adjustment from time
to time as provided in this
Section 4.


 


(a)         Adjustment
to Exercise Price and Warrant Shares Upon Dividend, Subdivision or Combination of Common Stock.
If the Company shall,
at any time or from
time to time
after the date hereof
(i) pay a dividend or make any other distribution
upon the Common Stock or any other
capital stock of the Company payable
in shares of Common Stock or in
Options or Convertible
Securities, or (ii) subdivide (by
any stock split, recapitalization
or otherwise) its outstanding shares of Common Stock into
a greater number of
shares, then
the Exercise
Price in effect immediately prior to
any such dividend, distribution or
subdivision shall be proportionately reduced
and the number
of Warrant Shares issuable
upon exercise of this
Warrant shall be proportionately
increased. If the Company at any time
combines (by
combination, reverse
stock split or otherwise) its
outstanding shares
of Common Stock into a
smaller number of shares, the
Exercise Price in
effect immediately
prior to such combination shall be proportionately increased and the number
of Warrant Shares issuable
upon exercise of this
Warrant shall be proportionately
decreased. Any adjustment under this Section 4(a) shall
become effective concurrent at the
time such dividend,
subdivision or combination becomes
effective.


 




     


     


    

 


(b)         Adjustment
to Exercise Price
and Warrant Shares
Upon Reorganization, Reclassification, Consolidation or Merger.
After the date
hereof, in
the event of any (i)
capital reorganization of the Company,
(ii) reclassification of the stock of the Company (other
than (x) a change in
par value,
from par value to no
par value, or from no par value
to par value,
or (y) as a result of a stock dividend or subdivision,
split-up or combination of shares),
(iii) consolidation or merger
of the Company with or into another Person,
(iv) sale of all or
substantially
all of the Company's
assets to another Person
or (v) other similar transaction (other than
any such transaction
covered by Section
4(a)), in each case which entitles
the holders of
Common Stock to receive (either directly or upon
subsequent liquidation)
stock, securities or assets with respect to or in exchange
for Common Stock,
each Warrant shall,
immediately after such
reorganization, reclassification , consolidation,
merger,
sale or
similar transaction,
remain outstanding and shall thereafter,
in lieu of
or in addition to (as the
case may be) the number
of Warrant Shares then exercisable
under this Warrant, be exercisable
for the kind and number
of shares of stock or other securities or assets of
the Company or of the successor
Person resulting from such transaction
to which the Holder
would have been entitled
upon such reorganization,
reclassification, consolidation,
merger, sale
or similar transaction
if the Holder had
exercised this
Warrant in full immediately
prior to the time
of such reorganization, reclassification,
consolidation, merger, sale
or similar transaction
and acquired the applicable
number of Warrant Shares
then issuable
hereunder as a result
of such exercise; and, in such case, appropriate
adjustment (in form and substance
determined by the Board in
its reasonable discretion)
shall be made
with respect to the Holder's rights under
this Warrant to insure that
the provisions of this
Section 4 hereof
shall thereafter be applicable,
as nearly
as possible,
to this
Warrant in relation to any
shares of
stock, securities
or assets thereafter
acquirable upon exercise
of this Warrant (including, in
the case of any consolidation, merger,
sale or similar
transaction in
which the successor
or purchasing Person
is other than
the Company, an immediate adjustment in
the Exercise
Price to the
value per
share for the Common
Stock reflected by
the terms of such consolidation,
merger, sale or
similar transaction,
and a corresponding
immediate adjustment
to the number of
Warrant Shares acquirable
upon exercise of this Warrant
without regard to any limitations
or restrictions on
exercise, if the value
so reflected is
less than the Exercise
Price in effect immediately
prior to such consolidation,
merger, sale or
similar transaction).
The provisions of this
Section 4(b) shall
similarly apply to successive reorganizations,
reclassifications,
consolidations, mergers,
sales or similar
transactions. Subject
to Section 4, the Company
shall not effect
any such
reorganization,
reclassification,
consolidation,
merger, sale
or similar transaction
unless, prior to the
consummation thereof, the successor
Person (if other than the
Company) resulting
from such reorganization,
reclassification,
consolidation , merger,
sale or similar transaction,
shall assume,
by written
instrument substantially
similar in form and
substance to
this Warrant, the obligation
to deliver to the
Holder such
shares of stock, securities or assets
which, in accordance
with the foregoing
provisions, such
Holder shall be entitled
to receive upon
exercise of
this Warrant. With
respect
to any corporate event
or other transaction contemplated
by the provisions
of this Section 4(b), the Holder shall
have the right to elect prior
to the consummation
of such event
or transaction,
to give effect
to the exercise rights contained
in Section 3 instead
of giving effect to the
provisions contained in this
Section 4(b) with respect
to this Warrant.


 


(c)          Certain
Events.
If any event of the
type contemplated by
the provisions
of this  Section 4 but not
expressly provided
for by such
provisions
occurs, then
the Board
shall make an appropriate
adjustment
in the Exercise
Price and the number
of Warrant Shares issuable
upon exercise of
this Warrant so as
to protect the rights
of the Holder in a manner consistent with
the provisions of
this Section
4; provided , that
no such adjustment
pursuant to this Section
4(c) shall increase
the Exercise
Price or decrease
the number of Warrant
Shares issuable as otherwise determined
pursuant to this
Section 4.


 




     


     


    

 


(d)         Certificate
as to Adjustment.


 


(i)        As
promptly as reasonably
practicable following
any adjustment of the
Exercise Price
that results in an increase
or decrease of the
Exercise Price
of $0.01 or more,
but in any
event not later than
ten (10)
Business Days thereafter,
the Company
shall furnish to
the Holder
a certificate of an executive
officer setting
forth in reasonable
detail such
adjustment and the
facts upon which
it is based
and certifying
the calculation
thereof.


 


(e)          Notices.
In the event:


 


(i)        that
the Company shall
take a record of
the holders
of its Common Stock
(or other capital stock
or securities
at the time issuable
upon exercise of the Warrant)
for the purpose
of entitling or enabling
them to receive
any dividend or other distribution;
or


 


(ii)        of
any capital reorganization
of the Company, any reclassification of the Common Stock of the Company, any consolidation
or merger of the Company with or into
another Person, or
sale of all or substantially all of the Company's assets
to another Person; or


 


(iii)        of
the voluntary or involuntary
dissolution, liquidation
or winding-up of the Company


 


then, and in
each such case, the Company shall send or cause to be sent
to the Holder at least
twenty (20) days prior to the applicable record
date or the applicable
expected effective date, as the case may be, for the event,
a written notice specifying, as the case
may be, (A) the record
date for such dividend, distribution or other right or
action, and a description of such dividend, distribution or other right, or
(B) the effective date on
which such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or
winding-up is proposed to take place, and the date,
if any is to be fixed, as
of which the books of the Company shall close or a record
shall be taken with respect to
which the holders of
record of Common Stock (or such other capital stock or
securities at
the time issuable upon exercise of the
Warrant) shall
be entitled to exchange
their shares of Common Stock (or such other capital stock or
securities) for securities
or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale,
dissolution, liquidation or
winding-up, and the amount per share and character of such exchange applicable to the Warrant and the Warrant Shares.


 


5.           Restrictions
on Exercise. Notwithstanding
anything in this Warrant to the contrary, this Warrant
may not be exercised if the issuance
of Warrant Shares upon such exercise or
if the method of payment for such Warrant Shares would
constitute a violation
of any applicable
laws or regulations, including, without limitation, applicable federal and
state securities
laws and regulations.
The Company may require
Holder to make any
representations
and warranties to the
Company as may be required by any applicable
law or regulation
(including, without limitation,
applicable federal and state securities
laws and regulations)
before allowing this
Warrant to be exercised.
Without limiting the
generality of
the foregoing, Warrant Shares issued upon
exercise of this Warrant may not
be issued in the name
of any Person other
than Holder unless the transfer conditions referred to in
the legend endorsed
on the cover page of
this Warrant have been complied with to the satisfaction of the Company. In addition,
no Warrant Shares will be issued pursuant to the exercise of this Warrant unless such issuance
and such exercise comply with all
relevant requirements of any stock exchange upon which
the Common Stock may then
be listed.


 


6.           Transfer
of Warrant.
Subject to the transfer restrictions and conditions referred to
in the legend
endorsed on the cover page of this Warrant, this Warrant and all
rights hereunder are
transferable, in whole
or in part, by the Holder without charge to the Holder,
upon surrender of this
Warrant to the Company at its then
principal executive offices with a
properly completed and
duly executed Assignment in the form attached hereto as
Exhibit B, together
with funds
sufficient to
pay any transfer
taxes described in Section 3(f)(iv) in connection with
the making of such transfer.
Upon such compliance, surrender and delivery and, if
required, such payment, the Company shall execute and deliver
a new Warrant or Warrants
in the name of the assignee or assignees and in
the denominations specified in such
instrument of assignment, and shall
issue to the assignor a new Warrant evidencing the portion
of this Warrant, if
any, not so assigned and this Warrant shall promptly be
cancelled.


 




     


     


    

 


7.           Holder
Not Deemed a Stockholder; Limitations on
Liability. Prior to the issuance
to the Holder of the Warrant Shares to which
the Holder is then entitled to
receive upon the due
exercise of this Warrant,
the Holder shall not be entitled to vote
or receive dividends
or be deemed
the holder of shares of capital stock of the Company
for any purpose, nor
shall anything contained in this Warrant
be construed to confer
upon the Holder, as such,
any of the rights of
a stockholder of the Company or any right to vote,
give or withhold consent to any corporate action (whether any reorganization, issue
of stock, reclassification of stock, consolidation, merger,
conveyance or otherwise), receive
notice of meetings, receive dividends or subscription
rights, or otherwise.
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.


 


8.           Replacement
on Loss; Division and
Combination.


 


(a)        Replacement
of Warrant on Loss. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation
of this
Warrant and upon delivery of
an indemnity reasonably satisfactory to the
Company and, in case
of mutilation, upon
surrender of such Warrant for cancellation to the Company,
the Company at its own
expense shall execute
and deliver to the Holder, in lieu hereof, a
new Warrant of like
tenor and exercisable for an equivalent number of Warrant Shares as the
Warrant so lost,
stolen, mutilated or
destroyed; provided, that, in the case of mutilation,
no indemnity shall
be required if this Warrant in identifiable form
is surrendered
to the Company for
cancellation.


 


(b)        Division
and Combination of Warrant. Subject to compliance with
the applicable provisions of this Warrant as to any
transfer or other assignment that may
be involved in such
division or combination, this Warrant may be divided or, following any such division of this
Warrant, subsequently
combined with other Warrants, upon the surrender of this Warrant or Warrants
to the Company at its then
principal executive offices, together with a written notice specifying the names
and denominations in which
new Warrants are to be
issued, signed
by the respective
Holders. Subject to compliance with the applicable
provisions of this Warrant as to any transfer
or assignment that may be involved
in such division or combination,
the Company shall at
its own expense execute and deliver a
new Warrant or Warrants
in exchange for the
Warrant or Warrants so surrendered in
accordance with such notice. Such new Warrant or
Warrants shall be of like
tenor to the surrendered
Warrant or Warrants and shall be exercisable in the aggregate for an equivalent number
of Warrant Shares as the Warrant or Warrants so
surrendered in accordance with
such notice.


 


9.           Compliance
with the Securities Act.


 


(a)          Agreement
to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all
respects with the provisions of this Section 9 and the restrictive
legend requirements
set forth on the face of this Warrant and further agrees
that that Holder shall
not offer, sell or otherwise dispose of this Warrant or any
Warrant Shares to be issued upon exercise hereof
except under circumstances that will not result in a
violation of the Securities Act or applicable state
or federal securities laws.
This Warrant and all Warrant
Shares issued upon exercise of
this Warrant (unless
registered under the Securities Act) shall be
stamped or imprinted with a legend
in substantially
the following form:


 


"THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR QUALIFIED UNDER ANY STATE
SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION
STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE SECURITIES
ACT AND IS QUALIFIED UNDER APPLICABLE STATE LAW OR (II)
THE TRANSACTION IS EXEMPT FROM
THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
UNDER THE SECURITIES
ACT AND THE QUALIFICATION REQUIREMENTS
UNDER APPLICABLE STATE LAW AND,
IF THE CORPORATION REQUESTS,
AN OPINION SATISFACTORY TO THE
CORPORATION TO SUCH EFFECT
HAS BEEN RENDERED BY
COUNSEL."


 




     


     


    

 


(b)         Representations
of the Holder. In connection with the issuance of
this Warrant and each
exercise of this Warrant, the
Holder specifically
represents, as of the
Original Issue Date and
each Exercise Date, to the Company as follows:


 


(i)        The
Holder is an "accredited investor"
as defined in Rule 501
of Regulation D promulgated
under the Securities Act. The Holder is acquiring
this Warrant and all
Warrant Shares issued upon exercise hereof
for investment for
its own account and
not with a view towards,
or for resale in connection
with, the public sale
or distribution of this Warrant
or the Warrant Shares, except
pursuant to
sales registered or
exempted under the Securities
Act.


 


(ii)        The
Holder understands and acknowledges
that this Warrant and
the Warrant Shares
to be issued upon exercise
hereof are "restricted
securities" under the federal securities laws
inasmuch as they are
being acquired from
the Company in a transaction
not involving a public offering and
that, under such laws
and applicable
regulations, such securities
may be resold without registration
under the Securities Act only in certain
limited circumstances. In
addition, the Holder
represents that it
is familiar with Rule
144 under the Securities
Act, as presently in
effect, and understands the
resale limitations imposed thereby and by the Securities Act.


 


(iii)        The
Holder acknowledges that it can bear
the economic and financial risk
of its investment for
an indefinite period, and has such
knowledge and experience in financial or
business matters that it
is capable of evaluating
the merits and risks
of the investment in the
Warrant and the Warrant Shares. Subject to Section 9(b)(iv), the Holder has had an opportunity
to ask questions and receive
answers from the Company regarding the terms
and conditions of the offering of the Warrant and the
business, properties, prospects
and financial condition of the
Company.


 


(iv)        The
Holder acknowledges and agrees that neither the Company, nor any officer,
director, employee nor representative
of the Company, nor any other Person has made or is making
any representations or warranties of any kind or nature whatsoever, express
or implied, beyond
those expressly given by the Company
in this Warrant.


 


10.          Warrant
Register. The
Company shall keep
and properly maintain
at its principal executive
offices books for the registration of this Warrant and any transfers
of this Warrant. The Company may
deem and treat the Person in
whose name the Warrant is
registered on such register
as the Holder thereof for all purposes,
and the Company shall
not be affected by any
notice to the contrary,
except any assignment, division, combination or other transfer
of the Warrant effected in
accordance with the
provisions of this Warrant.


 


11.          Registration
Rights. If at any time while this Warrant
is issued and outstanding,
and/or if this Warrant is exercised before the end of the
Exercise Period (the "Piggy-Back Period"),
the Borrower proposes to file with the Securities and Exchange Commission a Registration
Statement relating to an offering for its own account
or the account of
others under the Securities
Act of any of its securities
(other than a
Registration Statement on Form S-4
or Form S-8 (or their
equivalents at
such time) relating
to securities to be issued solely
in connection with any acquisition
of any entity or business
or equity
securities issuable
in connection with
stock option or other
employee benefit plans), the
Borrower shall include
the Warrant Shares on
such Registration Statement. At all times after
becoming a reporting company with
the Securities and
Exchange Commission (the "SEC"),
in the event there
is not an effective Registration Statement, which covers
the Warrant Shares,
the Company shall use
its best efforts to
maintain its reporting requirements with the SEC on a timely
basis, in order to
effect a Rule 144 sale
at the request of the Holder of this Warrant.


 




     


     


    

 


12.         Notices.
All notices,
requests, consents,
claims,
demands, waivers and
other communications hereunder shall
be in writing
and shall
be deemed to have
been given: (a) when delivered
by hand (with written
confirmation of receipt);
(b) when received
by the addressee if sent
by a nationally
recognized overnight courier (receipt
requested); (c) on the
date sent by e mail
of a PDF (or similar
electronic format) document
(with confirmation of transmission) if
sent during normal business
hours of the recipient,
and on the next Business Day
if sent after normal
business hours of the
recipient; or (d)
on the fourth
day after the date mailed,
by USPS
certified or registered mail,
return receipt requested,
postage prepaid .
Such communications must be sent
to the respective parties
at the addresses indicated below (or
at such other address for a
party as shall be specified in a
notice given in accordance
with this Section 12).


 


	If to the Company:	Guardian Health Sciences, Inc.
	 	15150 Avenue of Science, Suite 200 
	 	San Diego, California 92128 
	 	Attention: Michael Favish,
	 	Chief Executive Officer
	 	Telephone: (858) 605-9055
	 	 
	If to the Holder to his/her/its	Edward B. Grier, III:
	registered address	 


 


13.          Cumulative
Remedies.
The rights and remedies provided in this
Warrant are cumulative and are not exclusive
of, and are in addition to and not in substitution
for, any other rights or remedies available at law,
in equity or otherwise.


 


14.          Equitable
Relief.
Each of the Company
and the Holder acknowledges
that a breach
or threatened breach by such party of any of its obligations under
this Warrant would give
rise to irreparable harm to the other party hereto for which monetary damages
would not be
an adequate remedy and hereby
agrees that in the
event of a
breach or a threatened
breach by
such party of
any such obligations,
the other party hereto shall,
in addition to any
and all other rights
and remedies that may
be available
to it in respect of
such breach, be entitled
to equitable relief,
including a restraining
order, an injunction, specific
performance and any other relief that may be available from a court of competent jurisdiction.


 


15.          Entire
Agreement. This Warrant,
constitutes the sole
and entire
agreement of the parties to this Warrant with
respect to the subject
matter contained herein,
and supersedes all prior and
contemporaneous understandings
and agreements, both
written and oral,
with respect to such
subject matter.


 


16.          Successor
and Assigns
. This
Warrant and the rights evidenced hereby
shall be
binding upon and shall
inure to the benefit of the parties hereto and the
successors of the Company
and the successors and
permitted assigns of the
Holder. Such successors and/or permitted assigns of the Holder shall
be deemed to be
a Holder for all
purposes hereunder.


 




     


     


    

 


17.          No
Third-Party Beneficiaries. This Warrant is for
the sole
benefit of the
Company and the Holder
and their respective successors and,
in the case of the Holder, permitted assigns and nothing
herein, express or implied,
is intended to or shall
confer upon any
other Person any legal
or equitable right,
benefit or remedy
of any nature
whatsoever, under or by reason of
this Warrant.


 


18.          Headings.
The headings in
this Warrant are for
reference only and shall
not affect the
interpretation of
this Warrant.


 


19.          Amendment
and Modification; Waiver. This Warrant may only be amended,
modified or supplemented
by an agreement in writing
signed by
each party
hereto. No waiver
by the Company or the Holder of any of the
provisions hereof shall
be effective unless explicitly
set forth in writing and signed by
the party so waiving.
No waiver by any party
shall operate or be
construed as a waiver
in respect of any failure,
breach or default not
expressly identified by
such written waiver,
whether
of a similar
or different character,
and whether occurring before
or after that
waiver.
No failure to exercise,
or delay in exercising,
any rights, remedy, power
or privilege arising
from this Warrant shall
operate or be
construed
as a waiver
thereof; nor shall any
single
or partial exercise
of any right, remedy,
power or privilege hereunder preclude
any other or further
exercise thereof or the exercise
of any other
right,
remedy, power
or privilege.


 


20.          Severability.
If any
term
or provision of this
Warrant is invalid,
illegal or
unenforceable in any jurisdiction,
such invalidity,
illegality
or unenforceability
shall
not affect any other term
or provision
of this Warrant
or invalidate
or render
unenforceable
such term
or provision in any
other jurisdiction.


 


21.          Governing
Law.
This Warrant shall
be governed by
and construed
in accordance
with the
internal
laws of the State of
Delaware without giving
effect to any choice
or conflict
of law provision
or rule
(whether
of the State of Delaware
or any
other jurisdiction) that
would cause
the application
of laws
of any jurisdiction
other
than those of
the State of Delaware.


 


22.          Submission
to Jurisdiction.
Any legal
suit,
action or
proceeding
arising out of or based
upon this Warrant
or the
transact ions
contemplated hereby
may be
instituted
in the federal courts
of the United States
of America or the courts
of the State of Delaware
in each case located
in the
Delaware, and
each party
irrevocably submits
to the
exclusive
jurisdiction of such
courts in any such
suit,
action or
proceeding. Service of process, summons, notice
or other document by
certified or registered
mail to such
party's
address
set forth
herein shall
be effective service of process
for any suit,
action or
other
proceeding brought in
any such court.
The parties
irrevocably
and unconditionally waive
any objection
to the
laying
of venue of any suit,
action or any proceeding in
such
courts and
irrevocably waive
and agree not
to plead or claim
in any such court
that any such
suit, action
or proceeding brought
in any such court has
been brought
in an inconvenient
forum.


 


23.          Waiver
of Jury Trial.
Each party acknowledges
and agrees that
any controversy
which
may arise under
this Warrant is
likely
to involve
complicated and difficult
issues
and, therefore,
to the
fullest
extent permitted
by law,
each such
party irrevocably
and unconditionally
waives any
right it may have
to a trial by jury in
respect of any legal
action arising out of or relating to this Warrant or the
transactions contemplated hereby.


 


24.          Counterparts.
This Wa1Tant may be executed
in counterparts,
each of which
shall be deemed
an original, but
all of which together
shall be deemed to be one and the same agreement. A signed copy of this Warrant
delivered by facsimile,
e-mail or other means of
electronic
transmission shall be
deemed to have the same
legal effect as delivery
of an original signed
copy of this Warrant.


 




     


     


    

 


25.          No
Strict Construction. This Warrant shall be construed
without regard to any presumption or rule requiring
construction or interpretation against the
party drafting an instrument
or causing any instrument to be drafted.


 


[SIGNATURE
PAGE FOLLOWS]


 




     


     


    

 


IN
WITNESS WHEREOF, the
Company has duly executed
this Warrant on
the Original
Issue Date.


 


	 	GUARDION HEALTH SCIENCES, INC.
	 	 
	 	By: 	/s/:Michael Favish
	 	Name: Michael Favish
	 	Title: Chief Executive Officer


 




     


     


    

 


EXHIBIT
A


EXERCISE
AGREEMENT


 


		TO:	GUARDION HEALTH SCIENCES,
INC.



 


(1)        The        undersigned        Holder        hereby        exercises        the        right        to        purchase


           
shares of Common Stock of the
Company pursuant to the
terms of the attached Warrant,
and tenders herewith payment of the aggregate
Exercise Price. Capitalized
terms used herein and not
otherwise defined shall have the respective
meanings set forth
in the Warrant.


 


(2)        The
Holder pays the Aggregate
Exercise Price pursuant to:


 





           
Section 3(b) with respect to___________________ shares
of Common Stock and the
Holder is herewith paying a
sum of $        to       
the         Company in
accordance with the terms of the
Warrant.


 


The
undersigned Holder represents that it is acquiring
the shares upon exercise
of the Warrant for
its own account and not with
a view toward, or for resale
in connection with, the public sale
or distribution of those shares, except pursuant
to sales registered or exempted under
the Securities Act of 1933,
as amended (the "Securities
Act"), and that
as of the date hereof,
the undersigned is an "accredited
investor" as that
term is defined in Rule 501(a) of Regulation
D promulgated
by the Securities and Exchange Commission under the
Securities Act.


 


	Name of Holder:	 


 


	Signature of Holder:	 


 


	Name of Authorized
	Signatory (if an entity):	 


 


	Title of Authorized
	Signatory (if an entity):	 	 


 


	Dated:	 	 


 




     


     


    

 


EXHIBIT B


 


ASSIGNMENT


(To Be Signed Only On Transfer Of Warrant)


 


For value received, the
undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right
represented by the within Warrant to purchase shares of Common Stock of GUARDION HEALTH SCIENCES, INC. into which the within Warrant
relates specified under the headings "Number of Warrants Transferred," respectively, opposite the name(s) of such person(s)
and appoints each and any officer of the Corporation as attorney to transfer the undersigned's respective right on the register
of warrants maintained by the Corporation with full power of substitution in the premises.


 


	Transferees	 	Address	 	Number of Warrants

 Transferred
	 	 	 	 	 
	 	 		 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 








	Dated: 	 	 	 
	 	 	(Signature
    must conform to name of Holder as
	 	 	specified on the face of the Warrant)


 


	 	 	 	Address:  	 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Signature Guarantee







 





	ACCEPTED AND AGREED:
	[TRANSFEREE]









 


	 	 
	(Name)	 


 


The signature of the Holder to this Assignment
must correspond exactly with the name of the Holder as set forth on the face of the Warrant in every particular and the signature
must be guaranteed by a U.S. chartered bank or by a medallion signature guarantee from a member of a recognized Signature Medallion
Guarantee Program.