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 [ ], 2024 (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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FORM
OF CASHLESS EXERCISE ELECTION


 


(To
be executed by the Warrant Holder only if there is not an effective registration statement covering the issuance of Warrant Shares
on exercise of this Warrant)


 


To
Nutriband Inc.:


 


 In
accordance with [Warrant Certificate No. enclosed with this Form of Cashless Exercise] [the Global Warrant Certificate] to be
delivered in connection with this Form of Cashless Exercise 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 Agent 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 exercises this Warrant by a cashless exercise. The number of Warrant Shares to be issued shall be determined by
the formula (A x (B-C))/B


 


For
purpose of the foregoing formula:


 


A=
the total number shares with respect to which this Warrant is then being exercised.


 


B=
the VWAP on the Trading Day immediately preceding the date of this Form of of Cashless Exercise Election.


 


C=
the Warrant Exercise Price then in effect at the time of such exercise.


 


As
a result of the cashless exercise, unless this Warrant is being exercised in full, the number of shares of Common Stock issuable
upon exercise of this Warrant shall be reduced by A (the total number of shares with respect to which the Warrant is being exercised).


 


Number
of shares as to which this Warrant is exercisable: 


 


Number
of shares as to which the Warrant is being exercised:


 


VWAP
on the Trading Day immediately preceding the date of delivery of this Form of Cashless Exercise


 


Number
of Warrant Shares to be issued:


 


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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