Exhibit 4.2


 


EXERCISABLE ON OR AFTER [  ], 2019


AND UNTIL 5:00 P.M. (NEW YORK TIME) ON THE
EXPIRATION DATE


 


	CUSIP:	 	 	 
	No.	 	 	Warrants to Purchase [____________] Shares
	 	 	 	 


 


Warrant Certificate


 


SERIES A WARRANTS TO PURCHASE COMMON STOCK
OF NUTRIBAND INC.


 


This Warrant Certificate
certifies that [______________], or registered assigns, is the registered holder of Warrants (the “Warrants”)
to acquire from Nutriband Inc., a Nevada corporation (the “Company”), the aggregate number of fully paid and
non-assessable shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), specified
above for consideration equal to the Exercise Price (as defined in the Warrant Agreement (as defined below)) per share of Common
Stock. The Exercise Price and number of shares of Common Stock and/or type of securities or property issuable upon exercise of
the Warrants are subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement. The Warrants
evidenced by this Warrant Certificate shall not be exercisable after and shall terminate and become void as of 5:00 P.M., New York
time, on [  ], 2022 (the “Expiration Date”).


 


The Warrants evidenced
by this Warrant Certificate are part of a duly authorized issue of warrants expiring on the Expiration Date entitling the Holder
hereof to receive shares of Common Stock, and is issued or to be issued pursuant to a Warrant Agency Agreement dated December [  ], 2019 (the “Warrant Agreement”), duly executed and delivered by the Company and American Stock Transfer &
Trust Company, LLC, as warrant agent (the “Warrant Agent,” which term includes any successor warrant agent under
the Warrant Agreement), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is
hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the Holders (“Holders” meaning, from time to time, the registered holders of
the warrants issued thereunder). To the extent any provisions of this Warrant Certificate conflicts with any provision of the Warrant
Agreement, the provisions of the Warrant Agreement shall apply. A copy of the Warrant Agreement may be obtained by the Holder hereof
upon written request to the Company at Nutriband Inc., 121 S. Orange Ave. Suite 1500, Orlando, Florida 32765, Attn: Chief Financial
Officer. Capitalized terms not defined herein have the meanings ascribed thereto in the Warrant Agreement.


 


The Warrants
evidenced by this Warrant Certificate may be exercised, in whole or in part, at any time on or after November [  ], 2019 and on
or before the Expiration Date, in the manner and subject to the terms of the Warrant Agreement including, but not limited to, Sections
4 and 8 thereof. Each exercise must be for a whole number of Warrant Shares.


 


The Warrant Agreement
provides that upon the occurrence of certain events the Exercise Price set forth in this Warrant Certificate may, subject to certain
conditions, be adjusted, and that upon the occurrence of certain events the number of shares of Common Stock and/or the type of
securities or other property issuable upon the exercise of the Warrants evidenced by this Warrant Certificate shall be adjusted.
The Warrant Agreement also provides for the automatic conversion of the Warrants under certain circumstances. No fractional share
of Common Stock will be issued upon the exercise of the Warrants evidenced by this Warrant Certificate, but the Company will at
its elcection either pay the cash value thereof determined as provided in the Warrant Agreement or round the fractional share to
the next whole share.


 


Warrant Certificates,
when surrendered at the office of the Warrant Agent by the registered Holder thereof in person or by such Holder’s legal
representative or attorney duly appointed and authorized in writing, may be exchanged, in the manner and subject to the limitations
provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates
of like tenor evidencing in the aggregate the right to purchase a like number of Warrant Shares.


 






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Each taker and holder
of this Warrant Certificate, by taking or holding the same, consents and agrees that the holder of this Warrant Certificate when
duly endorsed in blank may be treated by the Company, the Warrant Agent and all other persons dealing with this Warrant Certificate
as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby or the person
entitled to the transfer hereof on the register of the Company maintained by the Warrant Agent, any notice to the contrary notwithstanding,
provided that until such transfer on such register, the Company and the Warrant Agent may treat the registered Holder hereof as
the owner for all purposes.


 


The Warrants evidenced
by this Warrant Certificate do not entitle any Holder to any of the rights of a stockholder of the Company.


 


This Warrant Certificate
and the Warrant Agreement are subject to amendment as provided in the Warrant Agreement.


 


This Warrant Certificate
shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent.


 


[The remainder of this page has been left
intentionally blank.]


 






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IN WITNESS WHEREOF, the undersigned have
caused this Certificate to be executed as of the date set forth below.


 


	 	NUTRIBAND INC.
	 	 	 
	 	By:	    
	 	 	Name:
	 	 	Title:


 


	Dated:	 	 


 


	
        Countersigned:

        AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,

        as Warrant Agent
	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Signature page to Warrant Certificate]


 




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FORM OF ASSIGNMENT


 


[To be completed and signed only upon transfer
of Warrant]


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto __________________________________________________ the right represented
by the within Warrant Certificate to purchase ______________ shares of common stock of Nutriband Inc. to which the within Warrant
Certificate relates and appoints ____________________________________ attorney to transfer said right on the books of Nutriband
Inc. with full power of substitution in the premises.


 


	Dated:	 	 


 


	 	 
	 	Printed Name of Holder
	 	 
	 	 
	 	Signature of Holder (signature must conform in all respects to name of holder as specified on the front page of the Warrant Certificate)
	 	 
	 	 
	 	Title of Signatory (if Holder is not a natural person)
	 	 
	 	Address of Transferee:
	 	 
	 	 
	 	 
	 	 


Signature Guaranteed By:


 


_______________________________________


 


The signature to this Form of Assignment
must correspond with the name as it appears on the face of the Warrant Certificate in every particular. Officers signing on behalf
of a corporation, partnership, trust or other entity must provide evidence of authority to assign the foregoing Warrant upon request
of the Company or Warrant Agent. The signature must be guaranteed by a U.S. chartered bank or by a medallion signature guarantee
from a member of a recognized Signature Medallion Guarantee Program.


 




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FORM OF ELECTION TO PURCHASE


 


To Nutriband Inc.:


 


In accordance with
[Warrant Certificate No. enclosed with this Form of Election to Purchase][the Global Warrant Certificate to be delivered in connection
with this Form of Election to Purchase in the manner contemplated by the Warrant Agreement (as defined below)], the undersigned
hereby irrevocably elects to exercise the Warrants evidenced by this Warrant Certificate with respect to Warrant Shares in accordance
with the terms of the Warrant Agency Agreement dated [ ], 2019, between Nutriband Inc., a Nevada corporation, and American Stock
Transfer & Trust Company, LLC, as warrant agent (the “Warrant Agreement”). Terms used and not defined herein
have the meanings specified in the Warrant Agreement.


 


The Holder hereby
agrees to pay the Aggregate Exercise Price, in lawful money of the United States, by certified check payable to the Warrant Agent,
as agent for the Company, or bank draft payable to the order of the Company or by wire transfer of immediately available funds
to an account designated in writing by the Company (or as otherwise agreed to by the Company) delivered to the Warrant Agent, together
with any applicable taxes payable by the undersigned pursuant to the terms of the Warrant Agreement.


 


Unless the Warrant
Shares will be delivered electronically via DWAC, the undersigned requests that certificates for the shares of Common Stock issuable
upon this exercise be issued in the name of:


 


	Name:	 	 
	Address:	 	 
	 	 	 


 


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


 


If the Warrant Shares
will be delivered electronically via DWAC, the undersigned requests that the Warrant Shares issuable upon this exercise be issued
to the following account:


 


	Name of DTC Participant:	 	 
	DTC Participant Number:	 	 
	Name of Account at DTC Participant to be credited with the Warrant Shares:	 	 
	
        Account Number at DTC Participant to be

        credited with the Warrant Shares:
	 	 


 


 


	This Election to Purchase is delivered by:	 
	 	 
	Signature (and title, if applicable) of Authorized Signatory of Holder	 
	 	 
	Name of Holder	 
	 	 
	Date	 
	 	 


 






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Warrant Shares Exercise Log


 


	Date	 	Number
of Warrant

                                                                                 Shares Available to be

                                                                                 Exercised
	 	Number of Warrant

                                                                                Shares Exercised
	 	Number of
 Warrant Shares

                                                                                Remaining to be

                                                                                Exercised

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


 


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