NEITHER THIS SECURITY NOR THE SECURITIES
INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED,
ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT, OR APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


THE TRANSFERABILITY OF THIS WARRANT IS


RESTRICTED AS PROVIDED IN SECTION 3


 


	No. Series A 2011- __	_________, 201_


 


SKINNY NUTRITIONAL CORP.


SERIES A COMMON STOCK PURCHASE WARRANT


 


For good and valuable
consideration, the receipt of which is hereby acknowledged by SKINNY NUTRITIONAL CORP., a Nevada corporation (the “Company”),
__________________________ (the “Holder”), is hereby granted the right to purchase, at any time from the date
that this Series A Common Stock Purchase Warrant (the “Warrant”) is issued until 5:00 P.M., New York City time,
on March 1, 2017 (the “Warrant Exercise Term”), up to _________________ fully-paid and non-assessable shares
of the Company’s Common Stock, $.001 par value per share (“Common Stock”). This Warrant is one of a series
of warrants issued by the Company pursuant to that certain Subscription Agreement between the Company, the original Holder of this
Warrant and other purchasers signatory thereto, dated as of the date first set forth above (the “Subscription Agreement”)
in accordance with the terms and conditions of such Subscription Agreement. Capitalized terms used and not otherwise defined herein
shall have the meanings set forth in the Subscription Agreement.


 


l.            Exercise
of Warrant 


 


1.1           During
the Warrant Exercise Term, this Warrant shall be exercisable at a per share price of $0.05 (the “Exercise Price”),
subject to adjustment as provided in Section l hereof, payable in cash or by certified or official bank check in New York Clearing
House funds. Upon surrender of this Warrant certificate with the annexed Notice of Exercise duly executed, together with payment
of the Exercise Price for the shares of Common Stock purchased at the Company’s principal executive offices the registered
Holder of the Warrant shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased (the
“Warrant Shares”). The purchase rights represented by this Warrant are exercisable at the option of the Holder
hereof, in whole or in part (but not as to fractional shares of the Common Stock) during any period in which this Warrant may be
exercised as set forth above. In the case of the purchase of less than all the shares of Common Stock purchasable under this Warrant,
the Company shall cancel this Warrant upon the surrender thereof and, upon the written request of the Holder, the Company shall
execute and deliver a new Warrant of like tenor for the balance of the shares of Common Stock purchasable hereunder.


 



    	 



    	 



    

 


1.2           Certificates
for Warrant Shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by physical delivery
of such certificates to the address specified by the Holder in the Notice of Exercise within three business days from the delivery
to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above.
This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise
Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated
to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which
all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such
certificate or certificates, 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.


 


1.3           The
issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the Holder
hereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall
be issued in the name of, or in such names as may be directed by, the Holder hereof; provided, however, that the Company shall
not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of such certificate
in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until
the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been paid.


 


1.4           Cashless
Exercise. If during the Warrant Exercise Term, the Holder is not permitted to sell
the Warrant Shares pursuant to a registration statement, as contemplated in Section 4 of this Warrant, and the Fair Market Value
(defined below) of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below),
in lieu of exercising this Warrant by payment of cash or by check, the Holder may elect to receive shares equal to the value (as
determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office
of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number
of shares of Common Stock computed using the following formula:


 


X = Y (A-B)


    A


	Where:	 	 
	 	 	 
	 	X =	the number of shares of Common Stock to be issued to the Holder pursuant to such cashless exercise;
	 	 	 
	 	Y =	the number of shares of Common Stock purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being canceled (at the date of such calculation);
	 	 	 
	 	A =	the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation); and
	 	 	 
	 	B =	Exercise Price (as adjusted to the date of such calculation).


 



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The term “Fair
Market Value” shall mean, on any given day: (A) if the Company’s Common Stock is exchange-traded, the average
of the closing sales prices per share of the class of Common Stock for the ten (10) consecutive trading days ending on the day
that is two (2) trading days prior to the applicable date of determination of Fair Market Value; or (B) if the Company’s
Common Stock is not listed or admitted to trading on any securities exchange but is regularly traded in any over-the-counter market,
then the average of the closing sales prices per share of Common Stock for the ten (10) consecutive trading days ending on the
day that is two (2) trading days prior to the applicable date of determination of Fair Market Value; or (C) if the Company’s
Common Stock is not traded as described in clauses (A) or (B), then the per share fair market value of the Company’s
Common Stock as determined in good faith by the Company’s Board of Directors.


 


1.5           
Covenants by Company. The Company covenants that it will at all times reserve and keep available out of its authorized Common
Stock, solely for the purpose of issuance upon exercise of this Warrant as herein provided, such number of shares of Common Stock
as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall
be so issuable shall be duly and validly issued and fully-paid and non-assessable.


 


2.            Adjustments
and Extraordinary Events


 


2.1           
Stock Dividends, Subdivisions, Reclassifications or Combinations.


If the Company, at any
time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares
of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance
of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares
of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of
capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which
the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares
issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this Section 2.1 shall become effective immediately after the record date
for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or re-classification.


 



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2.2           Reorganization,
Reclassification, Merger, Consolidation or Disposition of Assets. If during the Warrant Exercise Term (i) the Company
shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company
is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company);
(ii) any tender offer or exchange offer (whether by the Company or another individual or entity) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property; (iii) the Company
shall sell, transfer or otherwise dispose all or substantially all of its property, assets or business to another corporation and,
pursuant to the terms of such reorganization, reclassification, merger, consolidation, tender or exchange offer, or disposition
of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or
property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common
stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to
the holders of Common Stock of the Company, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant,
the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,
and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation, tender or exchange
offer, or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately
prior to such event. In case of any such reorganization, reclassification, merger, tender or exchange offer, consolidation or disposition
of assets (“Extraordinary Transaction”), the successor or acquiring corporation (if other than the Company)
shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant
to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as
may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide
for adjustments of Warrant Shares for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the
adjustments provided for in this Section 2.2. As soon as commercially practicable following the Extraordinary Transaction,
the successor or acquiring corporation (if other than the Company), shall deliver to Holder a new warrant in repacement of this
Warrant consistent with the provisions referenced in the immediately preceding sentence against receipt by such successor or acquiring
corporation of the original of this Warrant. For purposes of this Section 2.2, “common stock of the successor or acquiring
corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any
other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness,
shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the
arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase
any such stock. The foregoing provisions of this Section 2.2 shall similarly apply to successive reorganizations, reclassifications,
mergers, tender or exchange offers, consolidations or disposition of assets.


 


2.3           Adjustment
of Exercise Price upon Issuance of Next Financing Warrants. In the event that in the Next Financing (as defined in the Subscription
Agreement) the Company issues common stock purchase warrants (the “Next Financing Warrants”) and the per share
exercise price of such Next Financing Warrants are below the then-current Exercise Price, then in such case the Exercise Price
in effect shall be automatically reduced effective concurrently with the issuance of the Next Financing Warrants to be equal to
the exercise price of the Next Financing Warrants. If, following an adjustment to the Exercise Price upon the issuance of Next
Financing Warrants there is, during the Warrant Exercise Term, a subsequent change in the exercise price of such Next Financing
Warrants, then in any such case, the Exercise Price of this Warrant in effect at the time of such change shall be readjusted to
be equal to the adjusted exercise price of the Next Financing Warrants. No further adjustment to the Exercise Price shall be made
upon the actual issuance of such common stock upon the exercise of such Next Financing Warrants.


 


2.4           Notice
of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the
exercise of this Warrant or the Exercise Price is adjusted in accordance with this Section 2, as herein provided, the Company shall
give prior written notice thereof to the Holder of at least 15 days prior to the date on which the Company closes its books or
takes a record for determining the particular event, which notice shall state the number of Warrant Shares (and other securities
or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities
or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made.


 



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3.            Restrictions
on Transfer


 


3.1           General.
The Holder acknowledges that he has been advised by the Company that this Warrant and the Warrant Shares issuable upon exercise
thereof (collectively the “Securities”) have not been registered under the Securities Act of l933, as amended
(the “Securities Act”), that the Warrant is being issued, and the shares issuable upon exercise of the Warrant
will be issued, on the basis of the statutory exemption provided by section 4(2) of the Securities Act relating to transactions
by an issuer not involving any public offering, and that the Company's reliance upon this statutory exemption is based in part
upon the representations made by the Holder contained herein. The Holder acknowledges that he has been informed by the Company
of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder
on the transfer of securities. In particular, the Holder agrees that no sale, assignment or transfer of the Securities shall be
valid or effective, and the Company shall not be required to give any effect to any such sale, assignment or transfer, unless (i)
the sale, assignment or transfer of the Securities is registered under the Securities Act, and the Company has no obligations or
intention to so register the Securities except as may otherwise be provided herein, or (ii) the Securities are sold, assigned or
transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act or such sale, assignment,
or transfer is otherwise exempt from registration under the Securities Act. The Holder represents and warrants that he has acquired
this Warrant and will acquire the Securities for his own account for investment and not with a view to the sale or distribution
thereof or the granting of any participation therein, and that he has no present intention of distributing or selling to others
any of such interest or granting any participation therein. The Holder acknowledges that the Warrant and Warrant Shares must be
held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or registered or qualified under
any applicable state securities or “blue-sky” laws or is exempt from registration and/or qualification. The Holder
has no need for liquidity in its investment in the Company, and is able to bear the economic risk of such investment for an indefinite
period and to afford a complete loss thereof. The Holder is an “accredited investor” as such term is defined in Rule
501 (the provisions of which are known to the Holder) promulgated under the Act.


 


3.2           Legend.
The Holder acknowledges that the Warrant Shares shall bear the following legend:


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT (II) UNLESS SOLD OR TRANSFERRED TO A “QUALIFIED INSTITUTIONAL BUYER”
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OR (III) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.


 



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3.3           
Procedures. With respect to any offer, sale or other disposition of this Warrant or any Warrant Shares prior to registration
of such Warrant or Warrant Shares, the Holder agrees to give written notice to the Company prior thereto, describing briefly the
manner thereof, together with evidence, reasonably satisfactory to the Company (which shall include such representation of the
transferee regarding investment intent as the Company may request, to the effect that such offer, sale or other disposition may
be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then
in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this
Warrant or such Warrant Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions
on transferability in order to ensure compliance with such law.  Upon receiving such written notice and reasonably satisfactory
evidence, the Company, as promptly as practicable, but no later than seven (7) days after receipt of the written notice, shall
notify the Holder that the Holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with
the terms of the notice delivered to the Company.  If the Company determines that the evidence is not reasonably satisfactory
to the Company, the Company shall so notify the Holder promptly with details thereof after such determination has been made. Notwithstanding
the foregoing, any shares of Common Stock issued upon exercise of this Warrant may be offered, sold or otherwise disposed of in
accordance with Rule 144 under the Act and in compliance with the applicable statutory resale restrictions imposed by state
securities laws, provided that the Company shall have been furnished with such information as the Company may reasonably request
to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state
securities laws have been satisfied.  Each certificate representing this Warrant or the Warrant Shares thus transferred
shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with such laws, unless pursuant
to an opinion of counsel for the Holder, such legend is not required in order to ensure compliance with such laws.  The
Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.


 


4.            Registration
Rights.


 


The
Holder shall be entitled to all of the rights and subject to all of the obligations regarding
registration of the shares of Common Stock issuable upon the exercise of this Warrant as described in the Subscription Agreement.


 


5.            Exercise
Limitations.


 


A
Holder shall not have the right to exercise any portion of this Warrant to the extent that after giving effect to such issuance
after exercise, such Holder (together with such Holder’s affiliates), as set forth on the applicable Notice of Exercise,
would beneficially own in excess of 4.99%, or 9.99% if such holder already beneficially owns 4.99% or exceeds 4.99% in the future,
of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing
sentence, the number of shares of Common Stock beneficially owned by such Holder and its affiliates shall include the number of
shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being
made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised
portion of this Warrant beneficially owned by such Holder or any of its affiliates and (B) exercise or conversion of the unexercised
or nonconverted portion of any other securities of the Company (including, without limitation, any other shares of Common Stock
or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned
by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 5,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by a Holder
that the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act
and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 5 applies, the determination of whether this Warrant is exercisable (in relation to other securities
owned by such Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of a Holder, and the
submission of a Notice of Exercise shall be deemed to be each Holder’s determination of whether this Warrant is exercisable
(in relation to other securities owned by such Holder) and of which portion of this Warrant is exercisable, in each case subject
to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.
For purposes of this Section 5, in determining the number of outstanding shares of Common Stock, a Holder may rely on the
number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the
case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s
Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the
Company shall within two Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
of securities of the Company, including this Warrant, by such Holder or its affiliates since the date as of which such number of
outstanding shares of Common Stock was reported. The provisions of this Section 5 may be waived by such Holder, at the election
of such Holder, upon not less than 61 days’ prior notice to the Company, and the provisions of this Section 5 shall
continue to apply until such 61st day (or such later date, as determined by such Holder, as may be specified in such notice of
waiver). The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 5 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with
the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 



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6.            Exchange
and Replacement of Warrant Certificates.


 


This Warrant Certificate
is exchangeable without expense, upon the surrender hereof by the registered Holder at the principal executive office of the Company,
for a new Warrant Certificate of like tenor and date representing in the aggregate the right to purchase the same number of Warrant
Shares in such denominations as shall be designated by the Holder thereof at the time of such surrender.


 


Upon receipt by the Company
of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant Certificate, and, in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and reimbursement to the Company of all
reasonable expenses incidental thereto, and upon surrender and cancellation of the Warrants, if mutilated, the Company will make
and deliver a new Warrant of like tenor, in lieu thereof and any such lost, stolen, destroyed or mutilated warrant shall thereupon
become void.


 


7.            Elimination
of Fractional Interests.


 


The Company shall not
be required to issue certificates representing fractions of the shares of Common Stock and shall not be required to issue scrip
or pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests shall be eliminated
by rounding any fraction up or down to the nearest whole number of shares of Common Stock.


 


8.            Rights
of Warrant Holders.


 


Nothing contained in
this Agreement shall be construed as conferring upon the Holder any rights whatsoever as a stockholder of the Company, either at
law or in equity, including without limitation, or Holders the right to vote or to consent or to receive notice as a stockholder
in respect of any meetings of stockholders for the election of directors the right to receive dividends or any other matter.


 



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9.            Miscellaneous


 


9.1           All
the covenants and agreements made by the Company in this Warrant shall bind its successors and assigns. This Warrant shall be for
the sole and exclusive benefit of the Holder and nothing in this Warrant shall be construed to confer upon any person other than
the Holder any legal or equitable right, remedy or claim hereunder.


 


9.2           No
recourse shall be had for any claim based hereon or otherwise in any manner in respect hereof, against any incorporator, stockholder,
officer or director, past, present or future, of the Company or of any predecessor corporation, whether by virtue of any constitutional
provision or statute or rule of law, or by the enforcement of any assessment or penalty or in any other manner, all such liability
being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.


 


9.3           No
course of dealing between the Company and the Holder hereof shall operate as a waiver of any right of any Holder hereof, and no
delay on the part of the Holder in exercising any right hereunder shall so operate.


 


9.4           This
Warrant may be amended only by a written instrument executed by the Company and the Holder hereof. Any amendment shall be endorsed
upon this Warrant, and all future Holders shall be bound thereby.


 


9.5           All
communications provided for herein shall be sent, except as may be otherwise specifically provided, by registered or certified
mail: if to the Holder of this Warrant, to the address shown on the books of the Company; and if to the Company, to Three Bala
Plaza East, Suite 101, Bala Cynwyd, PA 19004, attention: Office of the President, or to such other address as the Company may advise
the Holder of this Warrant in writing. Notices shall be deemed given when mailed.


 


9.6           The
provisions of this Warrant shall in all respects be constructed according to, and the rights and liabilities of the parties hereto
shall in all respects be governed by, the laws of the State of New York. This Warrant shall be deemed a contract made under the
laws of the State of New York and the validity of this Warrant and all rights and liabilities hereunder shall be determined under
the laws of said State.


 


9.7           The
headings of the Sections of this Warrant are inserted for convenience only and shall not be deemed to constitute a part of this
Warrant.


 


9.8           Receipt
of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.


 


Signature page to Common Stock Purchase
Warrant follows.


 



    	8



    	 



    

 


IN WITNESS WHEREOF, SKINNY NUTRITIONAL CORP.
has caused this Warrant to be executed in its corporate name by its duly authorized officer named below.


 


Dated:    ___________, 201_


Bala Cynwyd, Pennsylvania


 


	 	SKINNY NUTRITIONAL CORP.
	 	 
	 	By:	
	 	Michael Salaman,
	 	Chief Executive Officer


 



    	9



    	 



    

 


NOTICE OF EXERCISE


 


		TO:	SKINNY NUTRITIONAL CORP.



			Three Bala Plaza East, Suite 101



			Bala Cynwyd, PA 19004



Attention: Chief Financial Officer


 


The undersigned Holder
hereby irrevocably elects to exercise the right to purchase _______________________ shares of Common Stock covered by this Warrant
according to the conditions hereof and herewith makes full payment of the Exercise Price of such shares.


 


[_]        The undersigned
hereby elects to purchase [________________] shares of the common stock, par value $0.001 (the “Common Stock”),
of the Skinny Nutritional Corp. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith
payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


[_]        The undersigned
hereby elects to purchase [_____________] shares of Common Stock of the Company pursuant to the terms of the net exercise provisions
set forth in Section 1.4 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any.


 


Kindly deliver to the undersigned a certificate representing
the Shares.


 


INSTRUCTIONS FOR DELIVERY


 


	Name:	 	 
	(please typewrite or print in block letters)	 
	 	 
	Address:		 


 


 


	Tax I.D. No. or Social Security No.:	 	 


 


If such number of shares
shall not be all the shares purchasable upon the exercise of the Warrants evidenced by this Warrant, a new warrant certificate
for the balance of such Warrants remaining unexercised shall be registered in the name of and delivered to:


 


	Name:	 	 
	
        (please typewrite or print in block
letters) 
	 
	 	 
	Address:	 	 


 


Tax I.D. No. or Social Security No.: ____________________________________


 


Dated: _________________________


 


Signature ________________________________


 


STATE OF ___________)


COUNTY OF _________) ss:


 


On this __ day of ___________, before me
personally came ________, to me known, who being by me duly sworn, did depose and say that he resides at __________________, that
he is the holder of the foregoing instrument and that he executed such instrument and duly acknowledged to me that he executed
the same.


 


	 	 	 	 
	 	Notary Public	 	 



    	10



    	 



    

 


[FORM OF ASSIGNMENT]


 


(To be executed by the registered holder
if such holder


desires to transfer the Warrant Certificate.)


 


FOR VALUE RECEIVED, the undersigned Holder
of this Warrant hereby sells, assigns and transfers the foregoing Warrant and all rights evidenced thereby to


 


	Name:	 	 
	 	(Please Print)	 
	 	 	 
	Address:	 	 
	 	(Please Print)	 
	 	 	 
	Tax ID No.:	 	 


 


and does hereby irrevocably constitute and appoint _____________________, Attorney,
to transfer the within Warrant Certificate on the books of Skinny Nutritional Corp., with full power of substitution.


 


NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever.
Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority
to assign the foregoing Warrant.


 


	Dated: _____________	Holder:	 	 
	 	 	 
	 	 	 
	 	(Print Name)	 
	 	 	 
	 	 	 
	 	(Signature)	 


 


STATE OF ___________)


COUNTY OF _________) ss:


 


On this __ day of ___________, before me
personally came ________, to me known, who being by me duly sworn, did depose and say that he resides at __________________, that
he is the holder of the foregoing instrument and that he executed such instrument and duly acknowledged to me that he executed
the same.


 


	 	 	 
	 	Notary Public	 


 






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