Exhibit 4.13


 


 WARRANT AGENT AGREEMENT


 


This Warrant Agent Agreement (“Warrant
Agreement”) is made as of September 30, 2020, by and between Nutriband Inc. (the “Company”), and American
Stock Transfer & Trust Company, LLC (the “Warrant Agent”).


 


WHEREAS, the Company is engaged in a public offering
(the “Public Offering”) of 1,056,000 shares of common stock, par value $0.001 per share (the “Common Stock”)
and 1,056,000 warrants (the “Warrants”) entitling its holder to purchase one share Common Stock for each whole warrant,
subject to adjustment as set forth herein (the “Warrant Shares”) (including the additional shares of Common Stock and
Warrants issuable to the underwriter if the underwriter’s over-allotment option is exercised);


 


WHEREAS, the Company has filed, with the Securities
and Exchange Commission (the “SEC”), a registration statement on Form S-1 (Registration No. 333-[*]) (as amended, the
“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (the “Act”),
of Common Stock, the Warrants and the Warrant Shares; and


 


WHEREAS, the Company desires the Warrant Agent
to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires to provide for the
form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of
rights and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done and
performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the legally valid and binding obligations of the Company, and to authorize the execution and delivery of this
Warrant Agreement.


 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent. The Company
hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment
and agrees to perform the same in accordance with the express terms and conditions set forth in this Warrant Agreement.


 


2. Warrants.


 


2.1 Form of Warrant. Each Warrant shall
be: (a) issued in registered form only, (b) in substantially the form of Exhibit A attached hereto (a “Warrant Certificate”),
the provisions of which are incorporated herein, (c) signed by, or bear the facsimile signature of, the Chairman of the Board of Directors
of the Company, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or Secretary of the Company, and
(d) signed manually or by facsimile signature by the Warrant Agent. In the event the person whose facsimile signature has been placed
upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it
may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


  


2.2 Effect of Countersignature. Unless
and until countersigned by the manual or facsimile signature of the Warrant Agent pursuant to this Warrant Agreement, a Warrant shall
be invalid and of no effect and may not be exercised by the holder thereof.


 






     


     


    

 


2.3 Registration.


 


2.3.1 Warrant Register. The Warrant Agent
shall maintain books (the “Warrant Register”), for the registration of the original issuance and transfers of the Warrants.
Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders
thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Except as provided
in this Section 2.3.1, upon the initial issuance of the Warrants, to the extent the Warrants are DTC eligible as of such date,
all of the Warrants shall initially be represented by one or more Warrant Certificates reflecting book-entry of ownership (each a “Book-Entry
Warrant Certificate”), deposited with the Depository Trust Company (the “Depository”) and registered in the
name of Cede & Co., a nominee of the Depository. Ownership of beneficial interests in the Book-Entry Warrant Certificates shall be
shown on, and the transfer of such ownership shall be effected through, records maintained (i) by the Depository or its nominee for each
Book-Entry Warrant Certificate; (ii) by institutions that have accounts with the Depository (such institution, with respect to a Warrant
in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only
to owners of beneficial interests that request such direct registration.


 


If the Warrants are not DTC-eligible at the issuance
date or the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct
the Warrant Agent regarding making other arrangements for book-entry settlement within ten (10) Business Days (as defined below) after
the Depository ceases to make its book-entry settlement available. In the event that the Company does not make alternative arrangements
for book-entry settlement within ten (10) Business Days, or the Warrants are not eligible for, or it is no longer necessary to have the
Warrants available in, book-entry form, the Warrant Agent shall provide written instructions, upon receipt of instructions from the Company,
to the Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct
the Warrant Agent to deliver to the Holder definitive Warrant Certificates in physical form evidencing such Warrants.


 


At the request of any Holder of Warrants, submitted
to the Warrant Agent via the Depositary as the initial Registered Holder as to Book-Entry Warrants, the Company and Warrant Agent shall
deliver to such purchaser definitive Warrant Certificates in physical form, registered in the name of such purchaser, evidencing the Warrants
purchased by such Holder. Such definitive Warrant Certificate shall be dated the original issue date of the Warrants, shall be executed
manually or by facsimile signature by an authorized signatory of the Company, and countersigned by the manual or facsimile signature of
the Warrant Agent, and shall be substantially in the form attached hereto as Exhibit A.


 


2.3.2 Registered Holder; Beneficial Owners.
Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the Person
(as defined in the Warrant Certificate) in whose name such Warrant shall be registered upon the Warrant Register (“Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership
or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The
term “beneficial owner” shall mean any Person in whose name ownership of a beneficial interest in the Warrants evidenced by
(a) a Book-Entry Warrant Certificate is recorded in the records maintained by the Depository or its nominee or a Participant or (b) a
definitive Warrant Certificate is recorded in the book-entry records of the Warrant Agent. Any reference herein to the term Holder or
Registered Holder shall include a beneficial owner who has received definitive Warrant Certificates registered in its name.


 


2.4 Separate Issuance of Warrants. The
Common Stock and the Warrants shall be issued separately and shall be transferable separately immediately upon issuance. The Common Stock
and the Warrants will begin to trade separately on or promptly after the date that is the effective date of the Registration Statement.


 


2.5 Uncertificated Warrants. Notwithstanding
the foregoing and anything else herein to the contrary, the Warrants may be issued in uncertificated form if so specified by the Company.


 


2.6 Opinion of Counsel. The Company shall
provide an opinion of counsel to the Warrant Agent prior to the issuance of the Warrants to set up a reserve of Warrants and related Warrant
Shares. The opinion shall state that all Warrants or Warrant Shares, as applicable, are:


 


(a) registered under the Securities Act of 1933,
as amended, or are exempt from such registration, and all appropriate state securities law filings have been made with respect to the
warrants or shares; and


 


(b) validly issued, fully paid and non-assessable.


 






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3. Terms and Exercise of Warrants.


 


3.1 Warrant Price. Each Warrant shall,
when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this
Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $[_] per whole share
of Common Stock, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term
“Warrant Price” as used in this Warrant Agreement refers to the price per whole share at which Common Stock may be
purchased at the time such Warrant is exercised. The Company, in its sole discretion, may lower the Warrant Price at any time prior to
the Expiration Date (as defined below); provided, that any such reduction remains in effect for no less than ten (10) Business Days and
shall be identical in percentage terms among all of the then outstanding Warrants. The Company shall promptly notify the Warrant Agent
of any Warrant Price reduction.


 


3.2 Duration of Warrants. A Warrant may
be exercised only during the period (“Exercise Period”) commencing on the Initial Exercise Date (as defined in the
Warrant Certificate) and terminating at 5:00 p.m., New York City time, on May [__], 2026 (“Expiration Date”). Each
Warrant not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect
thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company may extend the duration
of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide notice of not less than twenty (20)
days to the Warrant Agent and Registered Holders of such extension and that such extension shall be identical in duration among all of
the then outstanding Warrants.


 


3.3 Exercise of Warrants.


 


3.3.1 Payment. Subject to the provisions
of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder
thereof by surrendering at the office of the Warrant Agent at 6201 15th Ave, Brooklyn, NY, or at the office of its successor as Warrant
Agent, (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants
to be exercised (the “Book-Entry Warrants”) shall be exercised as described herein and Section 2(a) of the Warrant,
(ii) the subscription form, as set forth in the Warrant Certificate (the “Election to Purchase”), properly completed
and duly executed by the Registered Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate,
properly delivered by the Participant in accordance with the Depository’s procedures, and (iii), unless the cashless exercise procedure
specified in Section 2(c) of the Warrant is specified in the applicable Notice of Exercise (a “Cashless Exercise”),
payment in full, in lawful money of the United States, in cash, by wire of same day funds or by certified or bank cashier’s check
payable to the order of the Company, the Warrant Price for such number of Warrant Shares totaling whole shares of Common Stock as to which
the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant
for the Warrant Shares, and the issuance of the Warrant Shares.. Notwithstanding any other provision in this Warrant Agreement, a holder
whose interest in a Book-Entry Warrant is a beneficial interest in a Book-Entry Warrant held through the Depositary (or another established
clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation,
as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by Depositary
(or such other clearing corporation, as applicable). Upon receipt of an Election to Purchase for a Cashless Exercise, the Company will
promptly calculate and transmit to the Warrant Agent the number of Warrant Shares issuable in connection with such Cashless Exercise.
The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of
Warrant Shares to be issued on such exercise is accurate or correct.


 


3.3.2 Fractional Shares. Notwithstanding
any provision to the contrary contained in this Warrant Agreement, the Company shall not be required to issue any fractional shares of
Common Stock in connection with the exercise of Warrants for Warrant Shares, and in any case where the Registered Holder would be entitled
under the terms of the Warrants to receive a fractional share of Common Stock as a Warrant Share upon the exercise of such Registered
Holder’s Warrants, issue or cause to be issued only the largest whole number of aggregate Warrant Shares issuable on such exercise
(and such remaining fractional shares will be disregarded); provided, that if more than one Warrant Certificate is presented for exercise
at the same time by the same Registered Holder, the number of Warrant Shares which shall be issuable upon the exercise thereof shall be
computed on the basis of the aggregate number of Warrant Shares issuable on exercise of all such Warrants. The Company shall provide an
initial funding of one thousand dollars ($1,000) for the purpose of issuing cash in lieu of fractional shares. From time to time thereafter,
the Warrant Agent may request additional funding to cover payments for fractional Warrant Shares. The Warrant Agent shall have no obligation
to make such payments for fractional Warrant Shares unless the Company shall have provided the necessary funds to pay in full all amounts
due and payable with respect thereto.


 






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3.3.3 Issuance of Certificates. As soon
as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Warrant Agent shall
advise the Company and its transfer agent regarding (i) the number of Warrant Shares issuable upon such exercise in accordance with the
terms and conditions of this Warrant Agreement, (ii) the instructions of each Holder or Participant, as they case may be, with respect
to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing
the balance, if any, of the Warrants remaining after such exercise, (iii) in case of a Book-Entry Warrant Certificate, the notation that
shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate,
evidencing the balance, if any, of the Warrants remaining after such exercise and (iv) such other information as the Company or such transfer
agent and registrar shall reasonably require. Promptly thereafter and within the time period set forth in the Warrants, the Company shall
instruct its transfer agent to issue to the Registered Holder of such Warrant a certificate or certificates representing the number of
full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it,
provided, in lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, and provided the Company’s
transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially
reasonable efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Registered
Holder by crediting the account of the Participant of record with the Depository or through its Deposit Withdrawal Agent Commission system.
If such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant Certificate for the number of shares
as to which such Warrant shall not have been exercised or surrendered, or, in case of a Book-Entry Warrant Certificate, a notation shall
be made to the records maintained by the Depository or nominee for each Book-Entry Warrant Certificate, as appropriate, evidencing the
balance, if any, of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver
any securities pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the Common Stock
issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise
of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the
exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt
from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Until
otherwise advised in writing by the Company, the Warrant Agent shall always be entitled to assume that either clause (a) or clause (b)
is in effect and shall incur no liability in making such assumption. Warrants may not be exercised by, or securities issued to, any Registered
Holder in any state in which such exercise or issuance would be unlawful. In the event a such exercise would be unlawful with respect
to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have
no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise
or otherwise “net cash settle” the Warrant.


 


3.3.4 Valid Issuance. The validity of any
exercise of Warrants will be determined by the Company in its reasonable discretion. The Warrant Agent shall notify a holder of any purported
invalidity of any exercise of Warrants. All shares of Common Stock issued upon the proper exercise or surrender of a Warrant in conformity
with this Warrant Agreement shall be validly issued, fully paid and nonassessable.


 


3.3.5 Date of Issuance. Each Person in
whose name any shares of Common Stock is issued shall, for all purposes, be deemed to have become the holder of record of such shares
on the date on which the Warrant was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such
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 at the close of business on the next succeeding date on which the
stock transfer books are open (the “Exercise Date”). If any of (i) the Warrant Certificate or the Book-Entry Warrants,
(ii) the Election to Purchase, or (iii) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on
the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise
Date, subject to clearance of the funds. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed
to be received and exercised on the next succeeding day that is a Business Day, subject to clearance of the funds. If the Warrants are
received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the
Warrant Agent will be returned to the Registered Holder as soon as practicable.


 






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3.3.6 Cost Basis Information.


 


(a) In the event of a cash exercise, the Company
hereby instructs the Warrant Agent to record cost basis for newly issued shares in a manner to be subsequently communicated by the Company
in writing to the Warrant Agent


 


(b) In the event of a Cashless Exercise, the Company
shall provide cost basis for shares issued pursuant to a cashless exercise at the time the Company confirms the number of Warrant Shares
issuable in connection with the cashless exercise to the Warrant Agent pursuant to Section 3.3.1 hereof.


 


4. Adjustments; Rights. The Warrant Shares
and Warrant Price shall be subject to adjustment as provided for in the Warrant Certificate, and the rights of Warrant holders as provided
for in the Warrant Certificate are incorporated herein by reference and shall be adhered to by the Company and the Warrant Agent. The
Company hereby agrees that it will provide the Warrant Agent with reasonable notice of any adjustment events. The Company further agrees
that it will provide to the Warrant Agent with any new or amended exercise terms. Whenever the Warrant Shares or Warrant Price or the
number of shares of Common Stock issuable upon the exercise of each Warrant is adjusted, the Company shall (a) promptly prepare a certificate
setting forth the Warrant Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment, (b)
promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and (c) instruct the
Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate. The Warrant Agent shall be fully protected in relying
on any such certificate and on any adjustment or statement therein contained and shall have no duty or liability with respect to, and
shall not be deemed to have knowledge of any such adjustment or any such event unless and until it shall have received such certificate.


 


5. Transfer and Exchange of Warrants.


 


5.1 Transfer of Warrants. The Warrants
may be transferred or exchanged separately from shares of Common Stock.


 


5.2 Registration of Transfer. The Warrant
Agent shall register the transfer, from time to time, of any outstanding Warrant into the Warrant Register, upon surrender of such Warrant
for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer, or properly
noticed by the Depositary as contemplated by Section 5.3. Upon any such transfer, a new Warrant, representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered
by the Warrant Agent to the Company from time to time upon the Company’s request. A party requesting transfer of Warrants must provide
any evidence of authority that may be required by the Warrant Agent, including but not limited to, a signature guarantee from an eligible
guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association.


 


5.3 Procedure for Surrender of Warrants.
Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer reasonably acceptable to Warrant
Agent, duly executed by the registered holder thereof, or by a duly authorized attorney, and, thereupon, the Warrant Agent shall issue
in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal
aggregate number of Warrants; provided, however, that, except as otherwise provided herein or in any Book-Entry Warrant Certificate, each
Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a
successor depository, or to a nominee of a successor depository; provided further, that in the event a Warrant surrendered for transfer
bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and shall issue new Warrants in exchange therefor until the
Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new
Warrants must also bear a restrictive legend. Notwithstanding anything else in this Section 5.3, in case of a Book-Entry Warrant, the
holder or Participant shall notify the Depositary in accordance with the Depository’s procedures of a requested transfer and the
Depositary shall provide notice to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant
Agent to the Depository from time to time, of a transfer to be recorded in the records maintained by the Depository, its nominee for each
Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such
transfer and the new name in which the transferred Book Entry Warrants are to be held.


 






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5.4 Fractional Warrants. The Warrant Agent shall not be
required to effect any registration of transfer or exchange which will result in the issuance of a Warrant Certificate or a Book-Entry
Warrant Certificate for a fraction of a Warrant.


 


5.5 Warrant Execution and Countersignature.
The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Warrant Agreement, the Warrants
required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will
supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


6. Other Provisions Relating to Rights of Registered
Holders of Warrants.


 


6.1 No Rights as Stockholder. A Warrant
does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the
right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders
in respect of the meetings of stockholders or the election of directors of the Company or any other matter.


 


6.2 Lost, Stolen Mutilated or Destroyed Warrants.
If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant Agent may, absent notice to Warrant Agent that such
certificates have been acquired by a bona fide purchaser, on such terms as to indemnity or otherwise as they may in their discretion impose
(which terms shall in all cases include posting of a lost security bond by or on behalf of the Registered Holder, and in the case of a
mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen,
mutilated or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.


 


6.3 Reservation of Common Stock. The Company
shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that will be sufficient to
permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.


 


6.4 Registration of Common Stock. The Company
agrees to use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement until the expiration of
the Warrants in accordance with the provisions of this Warrant Agreement; provided, however, that the Company shall not have penalties
for failure to deliver Common Stock if a registration statement is not effective or a current prospectus is not on file with the SEC at
the time of exercise by the Registered Holder. In addition, to the extent not completed at the time of the initial issuance of the Warrants,
the Company agrees to use its reasonable efforts to register such securities under the blue sky laws of the states of residence of the
exercising Registered Holders to the extent an exemption under the Act is not available for the exercise of the Warrants. In no event
will the Registered Holder of a Warrant be entitled to receive a net-cash settlement or shares of Common Stock or other consideration
as of result of the Company’s non-compliance with this Section 6.4. The provisions of this Section 6.4 may not be
modified, amended or deleted without the prior written consent of WallachBeth Capital, LLC, the lead underwriter of the Public Offering
(the “Underwriter”).


 


7. Concerning the Warrant Agent and Other Matters.


 


7.1 Payment of Taxes. The Company will,
from time to time, promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance
or delivery of shares of Common Stock upon the exercise of Warrants, but neither the Company nor the Warrant Agent shall be obligated
to pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent shall not register any transfer or issue or deliver
any Warrant Certificate(s) or Warrant Shares unless or until the Persons requesting the registration or issuance shall have paid to the
Warrant Agent for the account of the Company the amount of such tax, if any, or shall have established to the reasonable satisfaction
of the Company and the Warrant Agent that such tax, if any, has been paid.


 






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7.2 Resignation, Consolidation, or Merger of
Warrant Agent.


 


7.2.1 Appointment of Successor Warrant Agent.
The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities
hereunder after giving thirty (30) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by
resignation or incapacity to act or otherwise, the Company shall appoint, in writing, a successor Warrant Agent in place of the Warrant
Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of
such resignation or incapacity by the Warrant Agent or by the Registered Holder of the Warrant (who shall, with such notice, submit his,
her or its Warrant for inspection by the Company), then the Registered Holder of any Warrant may apply to the Supreme Court of the State
of New York for the County of New York for the appointment of a successor Warrant Agent. Any successor Warrant Agent, whether appointed
by the Company or by such court, shall be an entity authorized under applicable laws to exercise the powers of a transfer agent and subject
to supervision or examination by federal or state authorities. After appointment, any successor Warrant Agent shall be vested with all
the authority, powers, rights, immunities, duties and obligations of its predecessor Warrant Agent with like effect as if originally named
as Warrant Agent hereunder, without any further act or deed; but, if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all
the authority, powers, and rights of such predecessor Warrant Agent hereunder; and, upon request of any successor Warrant Agent, the Company
shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations.


 


7.2.2 Notice of Successor Warrant Agent.
In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and
the transfer agent for the Common Stock not later than thirty (30) days before the effective date of any such appointment.


 


7.2.3 Merger or Consolidation of Warrant Agent.
Any Person into which the Warrant Agent may be merged or with which it may be consolidated or any Person resulting from any merger or
consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Warrant Agreement without any
further act on the part of the Company or the Warrant Agent.


 


7.2.4 Confidentiality. The Warrant Agent
and the Company agree that all books, records, information and data pertaining to the business of the other party, including inter alia,
personal, non-public Holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Warrant
Agreement shall remain confidential, and shall not be voluntarily disclosed to any other Person, except as may be required by law, including,
without limitation, pursuant to subpoenas from state or federal government authorities.


 


7.3 Fees and Expenses of Warrant Agent.


 


7.3.1 Remuneration. The Company agrees
to pay the Warrant Agent reasonable remuneration for its services as Warrant Agent hereunder as set forth on Exhibit B hereto and
will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its
duties hereunder.


 


7.3.2 Further Assurances. The Company agrees
to perform, execute, acknowledge and deliver, or cause to be performed, executed, acknowledged and delivered, all such further and other
acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions
of this Warrant Agreement.


 


7.4 Liability of Warrant Agent.


 


7.4.1 Reliance on Company Statement. Whenever,
in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by
the Chief Executive Officer, Chief Financial Officer or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant
Agent may rely upon, and be held harmless for such reliance, such statement for any action taken or suffered or omitted to be taken by
it in the absence of bad faith pursuant to the provisions of this Warrant Agreement, and shall not be held liable in connection with any
delay in receiving such statement.


 






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7.4.2 Indemnity. The Warrant Agent shall
be liable hereunder only for its own gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court
of competent jurisdiction). The Company covenants and agrees to indemnify the Warrant Agent and hold it harmless against any and all liabilities,
including judgments, losses, damages, costs, expenses, and reasonable counsel fees, which may be paid, incurred or suffered by or to which
it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent
pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect
to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence,
willful misconduct or bad faith (each as determined by a final judgment of a court of competent jurisdiction).


 


7.4.3 Exclusions. The Warrant Agent shall
have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant
(except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained
in this Warrant Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section
4 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that
would require any such adjustment; nor shall it, by any act hereunder, be deemed to make any representation or warranty as to the authorization
or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares
of Common Stock will when issued be valid and fully paid and nonassessable.


 


7.4.4 Instructions. From time to time,
the Company may provide the Warrant Agent with instructions concerning the services performed by the Warrant Agent hereunder. In addition,
at any time the Warrant Agent may apply to any officer of Company for instruction, and may consult with legal counsel for the Warrant
Agent or the Company with respect to any matter arising in connection with the services to be performed by the Warrant Agent under this
Warrant Agreement. Warrant Agent and its agents and subcontractors shall not be liable and shall be indemnified by Company for any action
taken, suffered or omitted to be taken by Warrant Agent in reliance upon any Company instructions or upon the advice or opinion of such
counsel. Warrant Agent shall not be held to have notice of any change of authority of any Person, until receipt of written notice thereof
from Company.


 


7.4.5 Rights and Duties of Warrant Agent.
(a) The Warrant Agent may consult with legal counsel (who may be legal counsel for the Company), and the advice or opinion of such counsel
shall be full and complete authorization and protection to the Warrant Agent as to any action taken, suffered or omitted by it in accordance
with such advice or opinion.


 


(b) The Warrant Agent shall not be liable for
or by reason of any of the statements of fact or recitals contained in this Warrant Agreement or in the Warrant Certificates (except its
countersignature thereof) or be required to verify the same, and all such statements and recitals are and shall be deemed to have been
made by the Company only.


 


(c) The Warrant Agent shall not be required to
take notice or be deemed to have notice of any event or condition hereunder, including any event or condition that may require action
by the Warrant Agent, unless the Warrant Agent shall be specifically notified in writing of such event or condition by the Company, and
all notices or other instruments required by this Warrant Agreement to be delivered to the Warrant Agent must, in order to be effective,
be received by the Warrant Agent as specified in Section 8.2 hereof, and in the absence of such notice so delivered, the Warrant Agent
may conclusively assume no such event or condition exists.


 


(d) The Warrant Agent and any stockholder, director,
officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily
interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as
fully and freely as though it were not Warrant Agent under this Warrant Agreement. Nothing herein shall preclude the Warrant Agent from
acting in any other capacity for the Company or for any other legal entity.


 


(e) The Warrant Agent may execute and exercise
any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorney or agents, and
the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney or agents or
for any loss to the Company resulting from any such act, default, neglect or misconduct, absent gross negligence, bad faith or willful
misconduct (each as determined by a final judgment of a court of competent jurisdiction) in the selection and continued employment thereof.


 






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(f) The Warrant Agent may rely on and shall be
held harmless and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it
in reliance upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission or other document, or any security
delivered to it, and believed by it to be genuine and to have been made or signed by the proper party or parties, or upon any written
or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent hereunder.


 


(g) The Warrant Agent shall not be obligated to
expend or risk its own funds or to take any action that it believes would expose or subject it to expense or liability or to a risk of
incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to it.


 


(h) The Warrant Agent shall not be liable or responsible
for any failure of the Company to comply with any of its obligations relating to any registration statement filed with the SEC or this
Warrant Agreement, including without limitation obligations under applicable regulation or law.


 


(i) The Warrant Agent shall not be accountable
or under any duty or responsibility for the use by the Company of any Warrants authenticated by the Warrant Agent and delivered by it
to the Company pursuant to this Warrant Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise,
of the Warrants.


 


(j) The Warrant Agent shall act hereunder solely
as agent for the Company, and its duties shall be determined solely by the express provisions hereof (and no duties or obligations shall
be inferred or implied). The Warrant Agent shall not assume any obligations or relationship of agency or trust with any of the owners
or holders of the Warrants.


 


(k) The Warrant Agent may rely on and be fully
authorized and protected in acting or failing to act upon (a) any guaranty of signature by an “eligible guarantor institution”
that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program”
or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or any interpretation of the
same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed.


 


(l) In the event the Warrant Agent believes any
ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document
received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain from taking any action, and shall be
fully protected and shall not be liable in any way to Company, the holder of any Warrant Certificate or Book-Entry Warrant Certificate
or any other Person for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company
which eliminates such ambiguity or uncertainty to the satisfaction of Warrant Agent.


 


(m) Notwithstanding anything contained herein
to the contrary, the Warrant Agent’s aggregate liability during any term of this Warrant Agreement with respect to, arising from,
or arising in connection with this Warrant Agreement, or from all services provided or omitted to be provided under this Warrant Agreement,
whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Warrant
Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for
which recovery from the Warrant Agent is being sought. Neither party to this Warrant Agreement shall be liable to the other party for
any consequential, indirect, special, punitive or incidental damages under any provisions of this Warrant Agreement or for any consequential,
indirect, punitive, special or incidental damages arising out of any act or failure to act hereunder even if that party has been advised
of or has foreseen the possibility or likelihood of such damages.


 


7.5 Acceptance of Agency. The Warrant Agent
hereby accepts the agency established by this Warrant Agreement and agrees to perform the same upon the express terms and conditions herein
set forth and, among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for,
and forward to the Company all moneys received for warrant exercises in a given month by the 5th business day of the following month by
wire transfer to an account designated by the Company.


 


7.6 Survival. The Warrant Agent’s
indemnities, immunities and protections provided by this Section 7 shall survive the resignation or discharge of the Warrant Agent or
the termination of this Warrant Agreement.


 






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8. Miscellaneous Provisions.


 


8.1 Successors. All the covenants and provisions
of this Warrant Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns.


 


8.2 Notices. Any notice, statement or demand
authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the Registered Holder of any Warrant to or on the
Company shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address
is filed in writing by the Company with the Warrant Agent) as follows


 


Nutriband Inc.


 


121 South Orange Ave., Suite 1500


 


Orlando, Florida 32801


 


Attention: Chief Financial Officer


 


Any notice, statement or demand authorized by
this Warrant Agreement to be given or made by the Registered Holder of any Warrant or by the Company to or on the Warrant Agent shall
be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:


 


American Stock Transfer & Trust Company,
LLC


 


6201 15th Ave


 


Brooklyn, NY 11219


 


Attention: [*]


 


Any notice, sent by the Warrant Agent pursuant
to this Warrant Agreement shall be effective when sent. Any other notice, sent pursuant to this Warrant Agreement shall be effective,
if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the next Business Day
of the delivery to the courier, and if sent by registered or certified mail on the third day after registration or certification thereof.


 


8.3 Applicable Law. The validity, interpretation,
and performance of this Warrant Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York,
without giving effect to conflict of laws. The Company and the Warrant Agent hereby agree that any action, proceeding or claim against
either of them arising out of or relating in any way to this Warrant Agreement shall be brought and enforced in the courts of the State
of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company and the Warrant Agent hereby waive any objection to such exclusive jurisdiction and that
such courts represent an inconvenient forum. Any such process or summons to be served upon the Company or the Warrant Agent may be served
by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 8.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company and the
Warrant Agent in any action, proceeding or claim.


 


8.4 Persons Having Rights under this Warrant
Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions hereof is intended,
or shall be construed, to confer upon, or give to, any Person other than the parties hereto and the Registered Holders of the Warrants
and, for the purposes of Sections 6.4, 8.2 and 8.8 hereof, the Underwriter, any right, remedy, or claim under or by reason
of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Underwriter shall be deemed to
be a third-party beneficiary of this Warrant Agreement with respect to Sections 6.4, 8.2 and 8.8 hereof. All covenants,
conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of
the parties hereto (and the Underwriter with respect to the Sections 6.4, 8.2 and 8.8 hereof) and its successors and assigns
and of the Registered Holders of the Warrants.


 


8.5 Examination of the Warrant Agreement.
A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant Agent for inspection by the Registered
Holder of any Warrant. The Warrant Agent may require any such Registered Holder to submit his, her or its Warrant for inspection.


 






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8.6 Counterparts; Facsimile Signatures.
This Warrant Agreement may be executed in any number of counterparts, and each of such counterparts shall, for all purposes, be deemed
to be an original, and all such counterparts shall together constitute one and the same instrument. Facsimile or electronic signatures
shall constitute original signatures for all purposes of this Warrant Agreement and shall have the same authority, effect and enforceability
as an original signature.


 


8.7 Effect of Headings. The section headings
herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation thereof


 


8.8 Amendments. This Warrant Agreement
and any Warrant certificate may be amended by the parties hereto by executing a supplemental warrant agreement (a “Supplemental
Agreement”), without the consent of any of the Warrant Holders, for the purpose of (i) curing any ambiguity, or curing, correcting
or supplementing any defective provision contained herein, or making any other provisions with respect to matters or questions arising
under this Warrant Agreement that is not inconsistent with the provisions of this Warrant Agreement or the Warrant certificates, (ii)
evidencing the succession of another entity to the Company and the assumption by any such successor of the covenants of the Company contained
in this Warrant Agreement and the Warrants, (iii) evidencing and providing for the acceptance of appointment by a successor Warrant Agent
with respect to the Warrants, (iv) adding to the covenants of the Company for the benefit of the Registered Holders or surrendering any
right or power conferred upon the Company under this Warrant Agreement, or (viii) amending this Warrant Agreement and the Warrants in
any manner that the Company may deem to be necessary or desirable and that will not adversely affect the interests of the Registered Holders
in any material respect. All other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise
Period, shall require the written consent of the Registered Holders representing at least of 50.1% of the Warrant Shares issuable under
the Warrants then outstanding. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise
Period in accordance with Sections 3.1 and 3.2, respectively, without such consent. As a condition precedent to the Warrant
Agent’s execution of any amendment, the Company shall deliver to the Warrant Agent a certificate from a duly authorized officer
of the Company that states that the proposed amendment is in compliance with the terms of this Section 8.8.


 


8.9 Severability. This Warrant Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Warrant Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or
provision, the parties hereto intend that there shall be added as a part of this Warrant Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


8.10 Business Day. For purposes of this
Warrant Agreement, a “Business Day” is any day other than a Saturday, Sunday or a day on which commercial banks in
The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall
not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York generally are open for use by customers on such day.


 


8.11 Bank Accounts. All funds received
by Computershare Inc. under this Warrant Agreement that are to be distributed or applied by Computershare Inc. in the performance of its
services hereunder (the “Funds”) shall be held by Computershare Inc. as agent for the Company and deposited in one
or more bank accounts to be maintained by Computershare Inc. in its name as agent for the Company. Until paid pursuant to the terms of
this Warrant Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital
exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long
Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare Inc. shall
have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare Inc. in accordance
with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare
Inc. may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare Inc. shall not
be obligated to pay such interest, dividends or earnings to the Company, any holder of Warrants or any other party.


 


8.12 Force Majeure. Notwithstanding anything
to the contrary contained herein, the Warrant Agent will not be liable for any delays or failures in performance resulting from acts beyond
its reasonable control including, without limitation, acts of God, pandemics, epidemics, terrorist acts, shortage of supply, breakdowns
or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties
with information storage or retrieval systems, labor difficulties, war, or civil unrest.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, this Warrant Agreement has
been duly executed by the patties hereto as of the day and year first above written.


 


	 	NUTRIBAND INC.
	 	 
	 	By:	                    
	 	Name:	 
	 	Title:	 
	 	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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EXHIBIT A


 


Form of Warrant Certificate


 


[attached hereto]


 




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EXHIBIT B


 


Warrant Agent Fees


 


[to be provided]


 


 


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