Exhibit 4.2


 


TOUGHBUILT
INDUSTRIES, INC.


 


CLASS
A WARRANT AGREEMENT


 




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Certificate No. W-A___ 


 


CLASS A WARRANT 


 


TO PURCHASE __________ SHARES OF COMMON
STOCK 


 


OF 


 


TOUGHBUILT
INDUSTRIES, INC.


 


THIS WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT") OR UNDER ANY
STATE SECURITIES OR "BLUE SKY" LAWS ("BLUE SKY LAWS"). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION
OR OTHER DISPOSITION OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT OR ANY INTEREST THEREIN MAY BE MADE
EXCEPT (a) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND ANY APPLICABLE BLUE SKY LAWS OR (b) IF THE CORPORATION
HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE
CORPORATION, TO THE EFFECT THAT NO REGISTRATION IS REQUIRED BECAUSE OF THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER
THE 1933 ACT AND APPLICABLE BLUE SKY LAWS.


 


THIS CERTIFIES THAT, for good and valuable
consideration __________________ (the "Holder"), or the Holder's registered assigns, is entitled to subscribe for and
purchase from Toughbuilt Industries, Inc., a Nevada corporation (the "Corporation"), at any time after the date hereof
to and including December 31, 2018, ______________________ (____________) fully paid and nonassessable shares of the Common Stock
of the Corporation at the price of $1.00 per share (the "Warrant Exercise Price"), subject to the anti-dilution provisions
of this Warrant.


 


The shares which may be acquired upon exercise
of this Warrant are referred to herein as the "Warrant Shares." As used herein, the term "Holder" means the
Holder, any party who acquires all or a part of this Warrant as a registered transferee of the Holder, or any record holder or
holders of the Warrant Shares issued upon exercise, whether in whole or in part, of the Warrant. The term "Common Stock"
means the common stock, no par value per share, of the Corporation. This Warrant is part of a series of Warrants (the "Series")
issued in connection with a private placement by the Corporation pursuant to a Private Placement Memorandum dated January 25, 2016.


 




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This Warrant is subject to the following
provisions, terms and conditions:


 


1.   EXERCISE; TRANSFERABILITY.


 


(a)  The rights represented by this Warrant
may be exercised by the Holder hereof, in whole or in part (but not as to a fractional share of Common Stock), by written notice
of exercise (in the form attached hereto) delivered to the Corporation at the principal office of the Corporation prior to the
expiration of this Warrant and accompanied or preceded by the surrender of this Warrant along with a check in payment of the Warrant
Exercise Price for such Warrant Shares.


 


(b)  Except as provided in Section 7 hereof,
this Warrant may not be sold, transferred, assigned, hypothecated or divided into two or more Warrants of smaller denominations,
nor may any Warrant Shares issued pursuant to exercise of this Warrant be transferred.


 


2.   EXCHANGE AND REPLACEMENT. Subject to
Sections 1 and 7 hereof, this Warrant is exchangeable upon the surrender hereof by the Holder to the Corporation at its office
for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of Warrant Shares purchasable
hereunder, each of such new Warrants to represent the right to purchase such number of Warrant Shares (not to exceed the aggregate
total number purchasable hereunder) as shall be designated by the Holder at the time of such surrender. Upon receipt by the Corporation
of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant,
if mutilated, the Corporation will make and deliver a new Warrant of like tenor, in lieu of this Warrant. This Warrant shall be
promptly canceled by the Corporation upon the surrender hereof in connection with any exchange or replacement. The Corporation
shall pay all expenses, taxes (other than stock transfer taxes), and other charges payable in connection with the preparation,
execution, and delivery of Warrants pursuant to this Section 2.


 


3.   ISSUANCE OF THE WARRANT SHARES.


 


(a)   The Corporation agrees that the Warrant
Shares shall be and are deemed to be issued to the Holder as of the close of business on the date on which this Warrant shall have
been surrendered and the payment made for such Warrant Shares as aforesaid. Subject to the provisions of paragraph (b) of this
Section 3, certificates for the Warrant Shares so purchased shall be delivered to the Holder within a reasonable time after the
rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing
the right to purchase the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised
shall also be delivered to the Holder.


 




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(b)   Notwithstanding the foregoing, however,
the Corporation shall not be required to deliver any certificate for Warrant Shares upon exercise of this Warrant except in accordance
with exemptions from the applicable securities registration requirements or registrations under applicable securities laws. Nothing
herein shall obligate the Corporation to effect registrations under federal or state securities laws. If registrations are not
in effect and if exemptions are not available when the Holder seeks to exercise the Warrant, the Warrant exercise period will be
extended, if need be, to prevent the Warrant from expiring, until such time as either registrations become effective or exemptions
are available, and the Warrant shall then remain exercisable for a period of at least 30 calendar days from the date the Corporation
delivers to the Holder written notice of the availability of such registrations or exemptions. The Holder agrees to execute such
documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied
upon by the Corporation, or the registrations made, for the issuance of the Warrant Shares.


 


4.   COVENANTS OF THE CORPORATION. The Corporation
covenants and agrees that all Warrant Shares will, upon issuance, be duly authorized and issued, fully paid, nonassessable and
free from all taxes, liens and charges with respect to the issue thereof. The Corporation further covenants and agrees that during
the period within which the rights represented by this Warrant may be exercised, the Corporation will at all times have authorized
and reserved for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant a sufficient
number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.


 


5.   ANTI-DILUTION ADJUSTMENTS. The provisions
of this Warrant are subject to adjustment as provided in this Section 5.


 


(a)  The Warrant Exercise Price shall be
adjusted from time to time such that in case the Corporation shall hereafter:


 


(i)  pay any dividends on any class of stock
of the Corporation payable in Common Stock or securities convertible into Common Stock;


 


(ii)  subdivide its then outstanding shares
of Common Stock into a greater number of shares; or




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(iii)  combine outstanding shares of Common
Stock, by reclassification or otherwise; then, in any such event, the Warrant Exercise Price in effect immediately prior to such
event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest
full cent) determined by dividing (A) the number of shares of Common Stock outstanding immediately prior to such event, multiplied
by the then existing Warrant Exercise Price, by (B) the total number of shares of Common Stock outstanding immediately after such
event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into
Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to
this Subsection shall become effective immediately after the record date in the case of a dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of
an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled
to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation,
the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise
Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. All calculations
under this Subsection shall be made to the nearest cent or to the nearest 1/100 of a share, as the case may be. In the event that
at any time as a result of an adjustment made pursuant to this Subsection, the holder of any Warrant thereafter surrendered for
exercise shall become entitled to receive any shares of the Corporation other than shares of Common Stock, thereafter the Warrant
Exercise Price of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in this Section


 


(b)  Upon each adjustment of the Warrant
Exercise Price pursuant to Section 5(a) above, the Holder of each Warrant shall thereafter (until another such adjustment) be entitled
to purchase at the adjusted Warrant Exercise Price the number of shares, calculated to the nearest full share, obtained by multiplying
the number of shares specified in such Warrant (as adjusted as a result of all adjustments in the Warrant Exercise Price in effect
prior to such adjustment) by the Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained
by the adjusted Warrant Exercise Price.


 


(c)  In case of any consolidation or merger
to which the Corporation is a party other than a merger or consolidation in which the Corporation is the continuing corporation,
or in case of any sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially
as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected
in connection with a merger of a third corporation into the Corporation), there shall be no adjustment under Subsection (a) of
this Section 5 but the Holder of each Warrant then outstanding shall have the right thereafter to convert such Warrant into the
kind and amount of shares of stock and other securities and property which he would have owned or have been entitled to receive
immediately after such consolidation, merger, statutory exchange, sale, or conveyance had such Warrant been converted immediately
prior to the effective date of such consolidation, merger, statutory exchange, sale, or conveyance and, in any such case, if necessary,
appropriate adjustment shall be made in the application of the provisions set forth in this Section with respect to the rights
and interests thereafter of any Holders of the Warrant, to the end that the provisions set forth in this Section shall thereafter
correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock and other securities and
property thereafter deliverable on the exercise of the Warrant. The provisions of this Subsection shall similarly apply to successive
consolidations, mergers, statutory exchanges, sales or conveyances.


 




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(d)  Upon any adjustment of the Warrant
Exercise Price, then and in each such case, the Corporation shall give written notice thereof, by first-class mail, postage prepaid,
addressed to the Holder as shown on the books of the Corporation, which notice shall state the Warrant Exercise Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon
the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based.


 


6.   NO VOTING RIGHTS. This Warrant shall
not entitle the Holder to any voting rights or other rights as a shareholder of the Corporation.


 


7.   NOTICE OF TRANSFER OF WARRANT OR RESALE
OF THE WARRANT SHARES.


 


(a)  Subject to the sale, assignment, hypothecation,
or other transfer restrictions set forth in Section 1 hereof, the Holder, by acceptance hereof, agrees to give written notice to
the Corporation before transferring this Warrant or transferring any Warrant Shares of such Holder's intention to do so, describing
briefly the manner of any proposed transfer. Promptly upon receiving such written notice, the Corporation shall present copies
thereof to the Corporation's counsel. If in the opinion of such counsel the proposed transfer may be effected without registration
or qualification (under any federal or state securities laws), the Corporation, as promptly as practicable, shall notify the Holder
of such opinion, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received upon
the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Corporation;
provided that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions
upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Corporation to prevent further transfers
which would be in violation of Section 5 of the 1933 Act and applicable state securities laws; and provided further that the prospective
transferee or purchaser shall execute such documents and make such representations, warranties, and agreements as may be required
solely to comply with the exemptions relied upon by the Corporation for the transfer or disposition of the Warrant or Warrant Shares.


 


(b)  If, in the opinion of the Corporation's
counsel, the proposed transfer or disposition of the Warrant or such Warrant Shares described in the written notice given pursuant
to this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Corporation
shall promptly give written notice thereof to the Holder, and the Holder will limit its activities in respect to such transfer
or disposition as, in the opinion of such counsel, are permitted by law.


 




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8.   FRACTIONAL SHARES. Fractional shares
shall not be issued upon the exercise of this Warrant, but in any case where the holder would, except for the provisions of this
Section, be entitled under the terms hereof to receive a fractional share, the Corporation shall, upon the exercise of this Warrant
for the largest number of whole shares then called for, pay a sum in cash equal to the sum of (a) the excess, if any, of the Market
Price of such fractional share over the proportional part of the Warrant Exercise Price represented by such fractional share, plus
(b) the proportional part of the Warrant Exercise Price represented by such fractional share. For purposes of this Section, the
term "Market Price" with respect to shares of Common Stock of any class or series means the last reported sale price
or, if none, the average of the last reported closing bid and asked prices on any national or regional securities exchange or quoted
in the National Association of Securities Dealers, Inc.'s Automated Quotations System ("Nasdaq"), or if not listed on
a national or regional securities exchange or quoted in Nasdaq, the average of the last reported closing bid and asked prices as
reported by the Electronic Bulletin Board of the National Association of Securities Dealers, Inc. from quotations by market makers
in such Common Stock on the over-the-counter market, or if no quotations in such Common Stock are available, the fair market value
of the shares as determined in good faith by the Board of Directors of the Corporation.


 


9.   REDEMPTION. The Warrants may be redeemed
by the Corporation, in whole or in part, at a redemption price of $0.05 per Warrant (subject to appropriate adjustment as determined
by the Corporation's Board of Directors in the event of the occurrence of the events described in Sections 5(a)(i), (ii) and (iii))
upon notice of such redemption given by the Corporation not less than thirty (30) days prior to the date fixed for redemption mailed
to the holders of Warrants at their last registered addresses. The Corporation shall be entitled to redeem the Warrants as provided
in this Section 9 only if the average closing bid price of the Common Stock exceeds $2.00 per share (subject to appropriate adjustment
as determined by the Corporation's Board of Directors in the event of the occurrence of the events described in Sections 5(a)(i),
(ii) and (iii)) for any ten (10) consecutive trading days prior to third day such notice of redemption has been given. If notice
of redemption shall have been given to the Holders, the exercise rights of the Warrants identified for redemption shall expire
at the close of business on such date of redemption, unless extended by the Corporation.


 


10.   MISCELLANEOUS.


 


(a)  NOTICES. All notices
required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient,
if not, then on the next business day, or (c) two (2) business days after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All communications shall be sent to the Corporation at the
address as set forth on the signature page hereof, to the Holder at _____________________________________________________________
or at such other address as the Corporation or Holder may designate by ten (10) days advance written notice to the other party
hereto.


 


(b)  ATTORNEYS' FEES.
If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and disbursements in addition to any other relief to which such party may be entitled.


 




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(c)  AMENDMENTS AND WAIVERS.
This Warrant may be amended or modified only upon the written consent of both Holder and the Corporation. This Warrant and any
provision hereof may be waived only by an instrument in writing signed by the party against which enforcement of the same is sought.


 


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


 


(e)  GOVERNING LAW. This
Warrant shall be governed by and construed and enforced in accordance with the laws of the State of California, without giving
effect to its conflicts of laws principles.


 


IN WITNESS WHEREOF, Toughbuilt Industries,
Inc. has caused this Warrant to be signed by its duly authorized officer and this Warrant to be dated ________________, 2016.


 





	 	TOUGHBUILT INDUSTRIES, INC.
	 	a Nevada corporation
	 	 	 
	 	By:	 
	 	 	Michael Panosian
	 	 	President & CEO
	 	 	
	 	 	655 N. Central Ave. Ste. 1700
	 	 	Glendale, CA 91203
	 	 	(800) 604-3259 Fax




 




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(To Be Executed by the Registered Holder
in Order to Exercise the Warrant)


 


To: Toughbuilt Industries, Inc.


 


The undersigned hereby irrevocably elects
to exercise the attached Warrant to purchase for cash, ____________ of the shares issuable upon the exercise of such Warrant, and
requests that certificates for such shares (together with a new Warrant to purchase the number of shares, if any, with respect
to which this Warrant is not exercised) shall be issued in the name of:


 


	NAME:	 	 


 


	 	SOC. SEC. or	 
	 	TAX I.D. NO.	 
	 	 	 
	 	ADDRESS:	 
	 	 	 
	 	 	 


 


	Date:	 	, 20__.	 	Signature *


 


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


 


ASSIGNMENT FORM 


 


(To be Executed by the Registered Holder
in Order to Transfer the Warrant)


 


To: Toughbuilt Industries, Inc.


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns, and transfers unto _________________________________ the right to purchase the securities of Toughbuilt Industries,
Inc. to which the within Warrant relates and appoints _______________________________, attorney, to transfer said right on the
books of Toughbuilt Industries, Inc. with full power of substitution in the premises.


 


	Dated:	 	 	 	 
	 	 	 	 	Signature
	 	 	 	Address:	 
	 	 	 	 	 
	 	 	 	 	 


 








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