Exhibit 4.2


 


KAIVAL BRANDS INNOVATIONS GROUP, INC.


 


and


 


VSTOCK TRANSFER, LLC,
as


Warrant Agent


 




 


Warrant Agency Agreement


 


Dated as of September 29, 2021


 



    	 



    	 



    

 


WARRANT AGENCY AGREEMENT


 


WARRANT AGENCY AGREEMENT, dated
as of September 29, 2021 (“Agreement”), between Kaival Brands Innovations Group, Inc., a corporation organized
under the laws of the State of Delaware (the “Company”), and Vstock Transfer, LLC, a limited liability company organized
under the laws of California (the “Warrant Agent”).


 


W I T N E S S E T H


 


WHEREAS, pursuant to a registered
offering by the Company (the “Offering”) of 4,700,000 shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”) and warrants (the “Warrants”) to purchase 3,525,000 shares of Common
Stock (the “Warrant Shares”) at a price of $1.90 per share; and


 


WHEREAS, the Company granted an
over-allotment option to purchase up to 15% of the aggregate number of shares of Common Stock and/or warrants to purchase up to 15% of
the aggregate number of Warrant Shares sold in the Offering (the “Over-Allotment Option”); and


 


WHEREAS, upon the terms and subject
to the conditions hereinafter set forth and pursuant to an effective registration statement on Form S-3, as amended (File No. 333-258339)
(the “Registration Statement”), and the terms and conditions of the Warrant Certificate, the Company wishes to issue
the Warrants in book entry form entitling the respective holders of the Warrants (the “Holders,” which term shall include
a Holder’s transferees, successors and assigns and “Holder” shall include, if the Warrants are held in “street
name,” a Participant (as defined below) or a designee appointed by such Participant); and


 


WHEREAS, the shares of Common
Stock and Warrants to be issued in connection with the Offering shall be issued separately, but will be purchased together in the Offering;
and


 


WHEREAS, the Company wishes the
Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, registration,
transfer, exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s capacity as the Company’s transfer
agent, the delivery of the Warrant Shares (as defined below).


 


NOW, THEREFORE, in consideration
of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section 1. Certain Definitions.
For purposes of this Agreement, all capitalized terms not herein defined shall have the meanings hereby indicated:


 


(a) “Affiliate”
has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


(b) “Business Day”
means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which the Nasdaq
Stock Market is authorized or required by law or other governmental action to close.


 


(c) “Close of Business”
on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not a Business
Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.


 


(d) “Person”
means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization,
government or political subdivision thereof or governmental agency or other entity.


 



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(e) “Warrant Certificate”
means a certificate in substantially the form attached as Exhibit 1 hereto, representing such number of Warrant Shares as is indicated
therein, provided that any reference to the delivery of a Warrant Certificate in this Agreement shall include delivery of a Definitive
Certificate or a Global Warrant (each as defined below). Notwithstanding anything to the contrary contained herein, to the extent any
provision of a Warrant Certificate conflicts with any provisions of this Agreement, the provisions of the Warrant Certificate shall govern
and be controlling.


 


All other capitalized terms
used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.


 


Section 2. Appointment of Warrant
Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the terms and conditions hereof,
and the Warrant Agent hereby accepts such appointment.


 


Section 3. Global Warrants.


 


(a) The Warrants shall be registered
securities and shall be evidenced by a global warrant (the “Global Warrants”), in the form of the Warrant Certificate,
which shall be deposited with the Warrant Agent and registered in the name of Cede & Co., a nominee of The Depository Trust Company
(the “Depositary”), or as otherwise directed by the Depositary. Ownership of beneficial interests in the Warrants shall
be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for
each Global Warrant or (ii) institutions that have accounts with the Depositary (such institution, with respect to a Warrant in its account,
a “Participant”).


 


(b) If the Depositary subsequently
ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding other
arrangements for book-entry settlement. In the event that 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 to the Depositary to deliver to the Warrant
Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant Agent to deliver to each Holder a Warrant Certificate.


 


(c) A Holder has the right to
elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate Request Notice (as defined
below). Upon written notice by a Holder to the Company and the Warrant Agent for the exchange of some or all of such Holder’s Global
Warrants for a separate certificate in the form attached hereto as Exhibit 1 (such separate certificate, a “Definitive
Certificate”) evidencing the same number of Warrants, which request shall be in the form attached hereto as Exhibit 2
(a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the
Holder, the “Warrant Certificate Request Notice Date” and the surrender by the Holder to the Warrant Agent of a number
of Global Warrants for the same number of Warrants evidenced by a Warrant Certificate, a “Warrant Exchange”), the Company
and the Warrant Agent shall promptly effect the Warrant Exchange and the Company shall promptly issue and deliver to the Holder a Definitive
Certificate for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate shall
be dated the original issue date of the Warrants, shall be manually executed by an authorized signatory of the Company, shall be in the
form attached hereto as Exhibit 1 and shall be reasonably acceptable in all respects to such Holder. In connection with a Warrant
Exchange, the Company agrees to deliver the Definitive Certificate to the Holder within ten (10) Business Days of the Warrant Certificate
Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery
Date”). If the Company fails for any reason to deliver to the Holder the Definitive Certificate subject to the Warrant Certificate
Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as
a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrants)
of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day after such Warrant Certificate
Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such
Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder
shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive
Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Warrant Certificate
and the terms of this Agreement, other than Sections 3(c), 3(d) and 9 herein, shall not apply to the Warrants evidenced by the Definitive
Certificate. Notwithstanding anything herein to the contrary, the Company shall act as warrant agent with respect to any Definitive Certificate
requested and issued pursuant to this section. Notwithstanding anything to the contrary contained in this Agreement, in the event of inconsistency
between any provision in this Agreement and any provision in a Definitive Certificate, as it may from time to time be amended, the terms
of such Definitive Certificate shall control.


 



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(d) A Holder of a Definitive
Certificate (pursuant to a Warrant Exchange or otherwise) has the right to elect at any time or from time to time a Global Warrants Exchange
(as defined below) pursuant to a Global Warrants Request Notice (as defined below). Upon both (i) written notice by a Holder to the Company
for the exchange of some or all of such Holder’s Warrants evidenced by a Definitive Certificate for a beneficial interest in Global
Warrants held in book-entry form through the Depositary evidencing the same number of Warrants, which request shall be in the form attached
hereto as Exhibit 3 (a “Global Warrants Request Notice” and the date of delivery of such Global Warrants Request
Notice by the Holder, the “Global Warrants Request Notice Date” and the surrender upon delivery by the Holder of the
Warrants evidenced by Definitive Certificates for the same number of Warrants evidenced by a beneficial interest in Global Warrants held
in book-entry form through the Depositary, a “Global Warrants Exchange”), and (ii) a broker for the Holder submitting
the Global Warrants Request Notice initiating through the Depositary’s Deposit or Withdrawal at Custodian (“DWAC”) system
the appropriate process for delivery of Global Warrants, the Company shall promptly effect the Global Warrants Exchange and shall promptly
direct the Warrant Agent to issue and deliver to the Holder Global Warrants for such number of Warrants in the Global Warrants Request
Notice, which beneficial interest in such Global Warrants shall be delivered by the Depositary’s DWAC system to the Holder pursuant
to the instructions in the Global Warrants Request Notice. In connection with a Global Warrants Exchange, the Company shall direct the
Warrant Agent to deliver the beneficial interest in such Global Warrants to the Holder within ten (10) Business Days of the second to
occur of the Global Warrants Request Notice and the initiation by the above-mentioned broker of the appropriate process, pursuant to the
delivery instructions in the Global Warrant Request Notice (“Global Warrants Delivery Date”). If the Company fails
for any reason to deliver to the Holder Global Warrants subject to the Global Warrants Request Notice by the Global Warrants Delivery
Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced
by such Global Warrants (based on the VWAP (as defined in the Warrants) of the Common Stock on the Global Warrants Request Notice Date),
$10 per Business Day for each Business Day after such Global Warrants Delivery Date until such Global Warrants are delivered or, prior
to delivery of such Global Warrants, the Holder rescinds such Global Warrants Exchange. The Company covenants and agrees that, upon the
date of delivery of the Global Warrants Request Notice, the Holder shall be deemed to be the beneficial holder of such Global Warrants.


 


Section 4. Form of Warrant
Certificates. The Warrant Certificate, together with the form of election to purchase Common Stock (“Notice of Exercise”)
and the form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit 1 hereto.


 


Section 5. Registration.
The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office of one of its agents, books for registration
and transfer of the Global Warrants issued hereunder. Such books shall show the names and addresses of the respective Holders
of the Global Warrant, the number of warrants evidenced on the face of each of such Global Warrant and the date of each of such
Global Warrant. The Warrant Agent will create a special account for the issuance of Global Warrants. The Company will keep or
cause to be kept at one of its offices, books for the registration and transfer of any Definitive Certificates issued hereunder
and the Warrant Agent shall not have any obligation to keep books and records with respect to any Definitive Warrants. Such Company
books shall show the names and addresses of the respective Holders of the Definitive Certificates, the number of warrants evidenced
on the face of each such Definitive Certificate and the date of each such Definitive Certificate.


 



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Section 6. Transfer, Split
Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With respect to the
Global Warrant, subject to the provisions of the Warrant Certificate and the last sentence of this first paragraph of Section 6 and subject
to applicable law, rules or regulations, or any “stop transfer” instructions the Company may give to the Warrant Agent, at
any time after the closing date of the Offering, and at or prior to the Close of Business on the Termination Date (as such term is defined
in the Warrant Certificate), any Global Warrant or Global Warrants may be transferred, split up, combined or exchanged for another Global
Warrant or Global Warrants, entitling the Holder to purchase a like number of shares of Common Stock as the Global Warrant or Global Warrants
surrendered then entitled such Holder to purchase. Any Holder desiring to transfer, split up, combine or exchange any Global Warrant shall
make such request in writing delivered to the Warrant Agent, and shall surrender the Global Warrant to be transferred, split up, combined
or exchanged at the principal office of the Warrant Agent. Any requested transfer of Warrants, whether in book-entry form or certificate
form, shall be accompanied by reasonable evidence of authority of the party making such request that may be required by the Warrant Agent.
Thereupon the Warrant Agent shall, subject to the last sentence of this first paragraph of Section 6, countersign and deliver to the Person
entitled thereto a Global Warrant or Global Warrants, as the case may be, as so requested. The Company may require payment from the Holder
of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination
or exchange of Global Warrants. The Company shall compensate the Warrant Agent per the fee schedule mutually agreed upon by the parties
hereto and provided separately on the date hereof.


 


Section 7. Exercise of Warrants;
Exercise Price; Termination Date.


 


(a) The Warrants shall be exercisable
commencing on the Initial Exercise Date. The Warrants shall cease to be exercisable and shall terminate and become void as set forth in
the Warrant Certificate. Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole
or in part upon surrender of the Warrant Certificate, if required, with the executed Notice of Exercise and payment of the Exercise Price,
which may be made, at the option of the Holder, by wire transfer or by certified or official bank check in United States dollars, to the
Warrant Agent at the principal office of the Warrant Agent or to the office of one of its agents as may be designated by the Warrant Agent
from time to time. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Notice of Exercise and the payment
of the Exercise Price as described herein. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global
Warrant is a beneficial interest in a Global Warrant held in book-entry form 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 the Depositary (or
such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection
with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection
with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor
the Holders will receive interest on any deposits or Exercise Price. No ink-original Notice of Exercise shall be required, nor shall any
medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. The Company hereby acknowledges
and agrees that, with respect to a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry
form through the Depositary (or another established clearing corporation performing similar functions), upon delivery of irrevocable instructions
to such holder’s Participant to exercise such warrants, that solely for purposes of Regulation SHO that such holder shall be deemed
to have exercised such warrants.


 


(b) Upon receipt of a Notice
of Exercise 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 and deliver a copy of the Notice of Exercise to the Warrant Agent, which shall issue
such number of Warrant Shares in connection with such Cashless Exercise.


 



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(c) Upon the exercise of the
Warrant Certificate pursuant to the terms of Section 2 of the Warrant Certificate, the Warrant Agent shall cause the Warrant Shares underlying
such Definitive Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Definitive Certificate or Global
Warrant, registered in such name or names as may be designated by such Holder, no later than the Warrant Share Delivery Date (as such
term is defined in the Warrant Certificate). Delivery of the Warrants Shares shall be made by the Warrant Share Delivery Date. If the
Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting
the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise,
then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s
broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to
any Holders pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant Certificate, such obligation shall be solely that of the Company and
not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise,
if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares
to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof by the Warrant Share Delivery Date, the
Warrant Agent will not obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the
applicable Warrant Share Delivery Date shall be deemed extended by one day for each day (or part thereof) until such payment is delivered
to the Warrant Agent.


 


(d) The Warrant Agent shall
deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant
Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via email at the
end of each day on which notices of exercise are received or funds for the exercise of any Warrant are received of the amount so deposited
to its account.


 


Section 8. Cancellation and
Destruction of Definitive Certificates. All Definitive Certificates surrendered for the purpose of exercise, transfer, split up, combination
or exchange shall, if surrendered to the Warrant Agent or to any of its agents, be delivered to the Company for cancellation or in canceled
form, or, if surrendered to the Company, shall be canceled by it, and no Global Warrant shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Agreement.


 


Section 9. Certain Representations;
Reservation and Availability of Shares of Common Stock or Cash.


 


(a) This Agreement has been
duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent,
constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the
Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant
hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations
of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except
as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding
in equity or at law).


 


(b) As of the date hereof, the
authorized capital stock of the Company consists of (i) one billion (1,000,000,000) shares of common stock, of which approximately 23,628,187
shares of Common Stock are issued and outstanding as of September 29, 2021, and 4,053,750 shares of Common Stock are reserved for issuance
upon exercise of the Warrants, and (ii) five million (5,000,000) shares of preferred stock, par value $0.001 per share, of which 3,000,000
shares are designated as Series A Convertible Preferred Stock and are issued and outstanding. Except as disclosed in the Registration
Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company
any class of capital stock of the Company.


 


(c) The Company covenants and
agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized
and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be
sufficient to permit the exercise in full of all outstanding Warrants.


 


(d) The Warrant Agent will create
a special account for the issuance of Common Stock upon the exercise of Warrants.


 



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(e) The Company further covenants
and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect
of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants.
The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved
in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than
that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for
shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax
or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established
to the Company’s reasonable satisfaction that no such tax or governmental charge is due.


 


Section 10. Common Stock Record
Date. Each Person in whose name any certificate for shares of Common Stock is issued (or to whose broker’s account is credited
shares of Common Stock through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to have become the holder
of record for the Common Stock represented thereby on, and such certificate shall be dated, the date on which submission of the Notice
of Exercise was made, provided that the Warrant Certificate evidencing such Warrant is duly surrendered (but only if required herein)
and payment of the Exercise Price (and any applicable transfer taxes) is received on or prior to the Warrant Share Delivery Date; provided,
however, that if the date of submission of the Notice of Exercise is a date upon which the Common Stock transfer books of the Company
are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next
succeeding day on which the Common Stock transfer books of the Company are open.


 


Section 11. Adjustment of Exercise
Price, Number of Shares of Common Stock or Number of the Company Warrants. The Exercise Price, the number of shares covered by each
Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate.
In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant
thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter
the number 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 the shares contained in Section 3 of the Warrant Certificate
and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to
any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant
to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock
purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.


 


Section 12. Certification of
Adjusted Exercise Price or Number of Shares of Common Stock. Whenever the Exercise Price or the number of shares of Common Stock issuable
upon the exercise of each Warrant is adjusted as provided in Section 11 or (with respect to the treatment of fractional shares) 13, the
Company shall (a) promptly prepare a certificate setting forth the Exercise 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.


 


Section 13. Fractional Shares
of Common Stock.


 


(a) The Company shall not issue
fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise
be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest
whole Warrant (rounded down).


 


(b) The Company shall not issue
fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional shares of Common
Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance or
distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.


 



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Section 14. Conditions of the
Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof,
including the following to all of which the Company agrees and to all of which the rights hereunder of the Holders from time to time of
the Warrant Certificates shall be subject:


 


	 	(a)	Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.
	 	 	 
	 	(b)	Agent for the Company. In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligations or relationship of agency or trust for or with any of the Holders of Warrant Certificates or beneficial owners of Warrants.
	 	 	 
	 	(c)	Counsel. The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel.
	 	 	 
	 	(d)	Documents. The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.
	 	 	 
	 	(e)	Certain Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of Holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which the Company is a party.\



 



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	 	(f)	No Liability for Interest. Unless otherwise agreed with the Company, the Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.
	 	 	 
	 	(g)	No Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon).
	 	 	 
	 	(h)	No Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Warrant Certificate (except as to the Warrant Agent’s countersignature thereon), all of which are made solely by the Company.
	 	 	 
	 	(i)	No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrant Certificate. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder of a Warrant Certificate with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law.






 


Section 15. Purchase or Consolidation
or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent or any successor Warrant Agent may be merged or with
which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent or any successor
Warrant Agent shall be party, or any corporation succeeding to the corporate trust business of the Warrant Agent or any successor Warrant
Agent, shall be the successor to the Warrant Agent under this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent
under the provisions of Section 17. In case at the time such successor Warrant Agent shall succeed to the agency created by this Agreement
any of the Warrant Certificates shall have been countersigned but not delivered, any such successor Warrant Agent may adopt the countersignature
of the predecessor Warrant Agent and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates
shall not have been countersigned, any successor Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor
Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall have the full force
provided in the Warrant Certificates and in this Agreement.


 


In case at any time the name of
the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the
Warrant Agent may adopt the countersignature under its prior name and deliver such Warrant Certificates so countersigned; and in case
at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates
either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided in
the Warrant Certificates and in this Agreement.


 


Section 16. Duties of Warrant
Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions,
by all of which the Company, by its acceptance hereof, shall be bound:


 


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


 



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(b) Whenever in the performance
of its duties under this 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 certificate signed by the Chief Executive Officer,
Chief Financial Officer or Vice President of the Company; and such certificate shall be full authentication to the Warrant Agent for any
action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.


 


(c) Subject to the limitation
set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence or willful misconduct, or for a
breach by it of this Agreement.


 


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


 


(e) The Warrant Agent shall
not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution
hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof);
nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate;
nor shall it be responsible for the adjustment of the Exercise Price or the making of any change in the number of shares of Common Stock
required under the provisions of Section 11 or 13 or responsible for the manner, method or amount of any such change or the ascertaining
of the existence of facts that would require any such adjustment or change (except with respect to the exercise of Warrants evidenced
by the Warrant Certificates after actual notice of any adjustment of the Exercise Price); 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
Agreement or any Warrant Certificate or as to whether any shares of Common Stock will, when issued, be duly authorized, validly issued,
fully paid and nonassessable.


 


(f) Each party hereto agrees
that it will 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 other party hereto for the carrying out or performing
by any party of the provisions of this Agreement.


 


(g) The Warrant Agent is hereby
authorized to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer, Chief Financial
Officer or Vice President of the Company, and to apply to such officers for advice or instructions in connection with its duties, and
it shall not be liable and shall be indemnified and held harmless for any action taken or suffered to be taken by it in good faith in
accordance with instructions of any such officer, provided Warrant Agent carries out such instructions without gross negligence or willful
misconduct.


 


(h) The Warrant Agent and any
shareholder, 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 Agreement. Nothing herein shall preclude
the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.


 


(i) 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, provided reasonable care was exercised
in the selection and continued employment thereof.


 



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Section 17. Change of Warrant
Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent
to the Company and to each transfer agent of the Common Stock, and to the Holders of the Warrant Certificates. The Company may remove
the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant
Agent, as the case may be, and to each transfer agent of the Common Stock, and to the Holders of the Warrant Certificates. If the Warrant
Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent.
If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing
of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall,
with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply
to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the
Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed
by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state
thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination
by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least
$10,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities
as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer
to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance,
act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof
in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing to the
Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall
not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent,
as the case may be.


 


Section 18. Issuance of New
Warrant Certificates. Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, the Company may,
at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved by its Board of Directors to reflect
any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property
purchasable under the several Warrant Certificates made in accordance with the provisions of this Agreement.


 


Section 19. Notices. Notices
or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Warrant Certificate to or
on the Company, (ii) subject to the provisions of Section 17, by the Company or by the Holder of any Warrant Certificate to or on the
Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate shall be deemed given (a) on the date
delivered, if delivered personally, (b) on the first Business Day following the deposit thereof with Federal Express or another recognized
overnight courier, if sent by Federal Express or another recognized overnight courier, (c) on the fourth Business Day following the mailing
thereof with postage prepaid, if mailed by registered or certified mail (return receipt requested), and (d) the time of transmission,
if such notice or communication is delivered via facsimile or email attachment at or prior to 5:30 p.m. (New York City time) on a Business
Day and (e) the next Business Day after the time of transmission, if such notice or communication is delivered via facsimile or email
attachment on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, in each case to the parties
at the following addresses (or at such other address for a party as shall be specified by like notice):


 


		(a)	If to the Company, to: 




 


Nirajkumar Patel 


President and Chief Executive Officer


4460 Old Dixie Highway


Grant, FL 32949


 



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		(b)	If to the Warrant Agent, to: 




 


Vstock Transfer, LLC 


18 Lafayette Place,


Woodmere, NY 11598


 


For any notice delivered by email to be deemed given
or made, such notice must be followed by notice sent by overnight courier service to be delivered on the next business day following such
email, unless the recipient of such email has acknowledged via return email receipt of such email.


 


(c) If to the Holder of any
Warrant Certificate to the address of such Holder as shown on the registry books of the Company. Any notice required to be delivered by
the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company. Notwithstanding any other provision
of this Agreement, where this Agreement provides for notice of any event to a Holder of any Warrant, such notice shall be sufficiently
given if given to the Depositary (or its designee) pursuant to the procedures of the Depositary or its designee.


 


Section 20. Supplements and
Amendments.


 


(a) The Company and the Warrant
Agent may from time to time supplement or amend this Agreement without the approval of any Holders of Global Warrants in order to add
to the covenants and agreements of the Company for the benefit of the Holders of the Global Warrants or to surrender any rights or power
reserved to or conferred upon the Company in this Agreement, provided that such addition or surrender shall not adversely affect the interests
of the Holders of the Global Warrants or Warrant Certificates in any material respect.


 


(b) In addition to the foregoing,
with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than a majority of the shares of Common Stock
issuable thereunder, the Company and the Warrant Agent may modify this Agreement for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Warrant Agreement or modifying in any manner the rights of the Holders of the
Global Warrants; provided, however, that no modification of the terms (including but not limited to the adjustments described
in Section 11) upon which the Warrants are exercisable or the rights of holders of Warrants to receive liquidated damages or other payments
in cash from the Company or reducing the percentage required for consent to modification of this Agreement may be made without the consent
of the Holder of each outstanding Warrant Certificate affected thereby; provided further, however, that no amendment hereunder
shall affect any terms of any Warrant Certificate issued in a Warrant Exchange. 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 complies with the terms of this Section 20.


 


Section 21. Successors.
All covenants and provisions of this 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 hereunder.


 


Section 22. Benefits of this
Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company, the Holders of Warrant Certificates
and the Warrant Agent any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the sole and exclusive
benefit of the Company, the Warrant Agent and the Holders of the Warrant Certificates.


 


Section 23. Governing Law.
This Agreement and each Warrant Certificate and Global Warrant issued hereunder shall be governed by, and construed in accordance with,
the laws of the State of California, without giving effect to the conflicts of law principles thereof.


 


Section 24. Counterparts.
This 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 but one and the same instrument.


 



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Section 25. Captions. The
captions of the sections of this Agreement have been inserted for convenience only and shall not control or affect the meaning or construction
of any of the provisions hereof.


 


Section 26. Information.
The Company agrees to promptly provide to the Holders of the Warrants any information it provides to the holders of the Common Stock,
except to the extent any such information is publicly available on the EDGAR system (or any successor thereof) of the Securities and Exchange
Commission.


 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	 	KAIVAL BRANDS INNOVATIONS GROUP, INC.
	 	 	 
	 	By: 	/s/ Nirajkumar Patel
	 	 	Name: Nirajkumar Patel
	 	 	Title: President and Chief Executive Officer
	 	 	 
	 	By:	/s/ Eric Mosser
	 	 	Name:  Eric Mosser
	 	 	Title:  Chief Operating Officer
	 	 	 
	 	VSTOCK TRANSFER, LLC
	 	 	 
	 	By:	/s/ Young D. Kim
	 	 	Name: Young D. Kim
	 	 	Title:  Compliance Officer



  



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Exhibit 1


 


Form of Warrant Certificate


 


[Intentionally Omitted.] 


 



    	 



    	 



    

 


Exhibit 2


Form of Warrant Certificate Request Notice


 


[Intentionally Omitted.] 


 



    	 



    	 



    

 


Exhibit 3


Form of Global Warrant Request Notice


 


[Intentionally Omitted.]


 


 



    	 



    	 



    

 


Exhibit
4


Warrant
Agent Fee Schedule


 


[Intentionally
Omitted.]