Exhibit 4.2


 


THIS WARRANT AND THE
UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS
OR UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THOSE LAWS. THE COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED TO THE EXTENT THAT AN OPINION IS REQUIRED PURSUANT TO THE AGREEMENT UNDER WHICH THE SECURITIES WERE ISSUED.


 


FC GLOBAL REALTY INCORPORATED


 


WARRANT #[__] TO
PURCHASE SHARES OF COMMON STOCK


 


[__], 2019


 


THIS
CERTIFIES that, for value received, [__], its successors and permitted assigns (the “Holder”), is entitled,
upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from FC Global Realty
Incorporated, a Nevada corporation with principal offices at 15150 N. Hayden Rd., Suite 235 Scottsdale, AZ 85260 (the “Company”),
together with its successors and assigns including, without limitation, any entity in to which the Company may convert or merge
with, such number of Shares, as set forth below, of the Company’s Common Stock (the “Securities”), at
the Exercise Price (defined below), subject to the provisions and upon the terms and conditions hereinafter set forth.


 


The
number of Shares of the Company’s Common Stock for which this Warrant may be converted shall be equal to [INVESTMENT
AMOUNT] divided by the Closing VWAP. “Closing VWAP” means the volume weighted average closing price of the Company’s
Common Stock for the 20 trading days after the date hereof.


 


As used herein, the
term “Exercise Price” shall mean $0.50 per Security, subject to adjustment pursuant to Section 3 below. As used
herein the term “Exercise Period” shall mean the period commencing on the date of issuance and ending on the
third anniversary years from such date.


 


1. Method of Exercise;
Payment.


 


(a) Cash Exercise.
The purchase rights represented by this Warrant to purchase Securities (this “Warrant”) may be exercised by
the Holder, in whole or in part, at any time during the Exercise Period by: (i) the surrender of this Warrant (with the notice
of exercise form (the “Notice of Exercise”) attached hereto as Exhibit A duly executed) at the principal
office of the Company; and (ii) by the payment to the Company of an amount equal to the Exercise Price multiplied by the number
of Securities being purchased, which amount may be paid, at the election of the Holder, by wire transfer or certified check payable
to the order of the Company. The person or persons in whose name(s) any certificate(s) representing Securities shall be issuable
upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes
as the record holder(s) of, the Securities represented thereby (and such Securities shall be deemed to have been issued) immediately
prior to the close of business on the date or dates upon which this Warrant is exercised.


 






     


     


    

 


(b) Net Issue Exercise.
In lieu of exercising this Warrant pursuant to Section 1(a) hereof, if the Securities are not covered by an effective registration
statement or otherwise transferrable by the Holder without restriction under Rule 144 of the Securities Act of 1933, as amended,
then the Holder may elect, in whole or in part, from time to time, on or after the date hereof during the Exercise Period to receive
a number of Securities 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 a Notice of Exercise pursuant to which the provisions of
this Section 1(b) are elected. In such event, the Company shall issue to the Holder a number of Securities computed using the following
formula:


 


X = Y*(A-B)

A


 





	Where	X	=	the number of Securities to be issued to the Holder.
	 	 	 	 
	 	Y	=	the number of Securities subject to this warrant that are being exercised.
	 	 	 	 
	 	A	=	the Fair Value of one Security.
	 	 	 	 
	 	B	=	the Exercise Price (as adjusted to the date of such calculation).







  


(c) Fair Value.
For purposes of this Section 1, the fair value of the Securities shall mean:


 


(i) if the Securities
are traded on a United States or foreign securities exchange, the volume-weighted average of the price over the ten (10) trading
day period prior to the surrender of this Warrant for exercise in accordance with the terms hereof;


 


(ii) if the Securities
are actively traded over-the counter, the average of the closing bid and asked prices quoted on the Bloomberg (or similar system)
each day over the ten (10) trading day period prior to the surrender of this Warrant for exercise in accordance with the terms
hereof;


 


(iii) if at any time
the Securities are not listed on any United States or foreign securities exchange or quoted in the over-the-counter market, then
as determined by the board of directors of the Company in good faith.


 






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(iv) In the event that,
upon the Expiration Date, the Fair Value of Security is greater than the Exercise Price in effect on such date, then this Warrant
shall automatically be deemed on and as of such date to be exercised as to all Securities for which it shall not previously have
been exercised, and the Company shall promptly deliver a certificate representing the Securities issued upon such conversion to
the Holder.


 


(d) Certificates.
In the event of any exercise of the rights represented by this Warrant (whether pursuant to Section 1(a) or 1(b)), if the Securities
are certificated, certificates for the Securities so purchased shall be delivered to the Holder and, unless this Warrant has been
fully exercised, a new Warrant representing the Securities with respect to which this Warrant shall not have been exercised shall
also be issued to the Holder within such time.


 


(e) The Holder understands
and covenants that if, at any time following the one year anniversary of the date of this Warrant, (i) the Company is listed on
a national securities exchange, (ii) the Securities are registered or the Holder otherwise has the ability to trade the Securities
without restriction, (iii) the 30-day volume-weighted daily average price of the Securities exceeds 200% of the Exercise Price,
as adjusted and (ii) the average daily trading volume is at least 200,000 shares of Common Stock during such 30-day period, the
Holder shall be required to fully exercise the Warrant within ten (10) business days of receiving written notice from the Company
following the aforementioned 30th trading day and if the Holder does not so exercise the Warrant, then it shall automatically expire.
The Holder shall furnish the Company with a written exercise notice and, if exercised for cash, remit the funds pursuant to the
Notice to Exercise.


 


2. Stock Fully Paid;
Reservation of Securities. All of the Securities issuable upon the exercise of the rights represented by this Warrant will,
upon issuance and receipt of the Exercise Price therefor, be fully paid and free from all preemptive rights, rights of first refusal
or first offer, taxes, liens and charges with respect to the issuance thereof. During such time as this Warrant remains outstanding
and exercisable, the Company shall at all times have authorized and reserved for issuance sufficient Securities for issuance upon
exercise in full of this Warrant.


 


3. Adjustment of
Exercise Price and Number of Securities. The number and kind of Securities purchasable upon the exercise of this Warrant and
the Exercise Price therefor shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:


 


(a) Additional Issuances.
In the event that the Company issues additional Securities (or securities convertible into or exercisable or exchangeable for,
or otherwise entitles the holder thereof to receive, Securities) at a purchase price less than the current Exercise Price until
the later of (i) first anniversary of the date of issuance of this Warrant, and (ii) the Company’s shares being listed for
trading on an national exchange, the Exercise Price shall be adjusted in accordance with the following formula:


 


EP2 = EP1*(A+B)/(A+C)


 





	Where	EP2 	= 	New Exercise Price



 





	 	EP1	=	Exercise Price in effect immediately prior to new issue
	 	 	 	 
	 	A	=	Number of Securities deemed to be outstanding immediately prior to new issue
	 	 	 	 
	 	B	=	Aggregate consideration received by the Company with respect to the new issue divided by EP1
	 	 	 	 
	 	C	=	Number of Securities issued in the subject transaction




 









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(b) Stock Splits,
Dividends and Combinations. In the event that the Company shall at any time subdivide the outstanding Securities, or shall
issue a dividend on its outstanding Securities, the number of Securities issuable upon exercise of this Warrant immediately prior
to such subdivision or issuance of such dividend shall be proportionately increased, and the Exercise Price shall be proportionately
decreased, and in the event that the Company shall at any time combine the outstanding Securities, the number of Securities issuable
upon exercise of this Warrant immediately prior to such combination shall be proportionately decreased, and the Exercise Price
shall be proportionately increased, effective at the close of business on the date of such subdivision, dividend or combination,
as the case may be.


 


(c) Recapitalizations.
If at any time or from time to time there shall be a recapitalization of the Securities (other than a subdivision, combination
or merger or sale of assets transaction provided for elsewhere in this Section 3), provision shall be made so that the Holder of
this Warrant will thereafter be entitled to receive upon exercise of this Warrant the number of securities or property of the Company
to which a holder of Securities would have been entitled on such recapitalization. In any such case, appropriate adjustment shall
be made in the application of the provisions of this Section 3 with respect to the rights of the Holder of this Warrant after the
recapitalization to the end that the provisions of this Section 3 (including adjustment of the Exercise Price then in effect and
the number of Securities issuable upon exercise of this Warrant) shall be applicable after that event in as nearly an equivalent
manner as may be practicable.


 


(d) Merger. If
at any time there is to occur (a) the acquisition of the Company by another entity by means of any transaction or series of related
transactions (including, without limitation, any acquisition of equity securities, reorganization, merger or consolidation but
excluding any sale of equity securities for capital raising purposes) other than a transaction or series of transactions in which
the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either
by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving
entity), more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving
entity outstanding immediately after such transaction or series of transactions; or (b) a sale of all or substantially all of the
assets of the Company (each, a “Merger Event”), then at least ten (10) days prior to the anticipated closing
of such Merger Event, the Company shall give written notice thereof to the Holder at the address of such Holder as shown on the
books of the Company, which notice shall provide reasonable details of the anticipated Merger Event. Any written notice by the
Company required or permitted hereunder shall be given by hand delivery or first-class mail, postage prepaid, addressed to the
Holder at the address shown on the books of the Company for the Holder.


 






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(e) Notices. Upon
any adjustment of the Exercise Price and any increase or decrease in the number of Securities purchasable upon the exercise of
this Warrant in accordance with Section 3 hereof, then, and in each such case, the Company shall give written notice thereof to
the Holder at the address of such Holder as shown on the books of the Company, which notice shall state the Exercise Price as adjusted
and, if applicable, the increased or decreased number of Securities purchasable upon the exercise of this Warrant, setting forth
in reasonable detail the method of calculation of each. Any written notice by the Company required or permitted hereunder shall
be given by hand delivery or first-class mail, postage prepaid, addressed to the Holder at the address shown on the books of the
Company for the Holder.


 


4. Fractional Securities.
No fractional Securities will be issued in connection with any exercise hereunder, but in lieu of such fractional Securities the
Company shall round up the number of Securities to the next whole number of Securities.


 


5. Rights of Members
or Stockholders. Nothing contained herein shall confer upon the Holder any of the rights of a member or stockholder of the
Company or any right to vote for the election of directors or upon any matter submitted to members or stockholders at any meeting
thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of equity securities,
reclassification of equity securities, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice
of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Securities
purchasable upon the exercise hereof shall have been issued.


 


6. Rule 144 Information.



 


The Company covenants
that it will use its reasonable best efforts to timely file all reports and other documents required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder (or, if the Company is not
required to file such reports, it will, upon the request of any Holder, make publicly available such information as necessary to
permit sales pursuant to Rule 144 under the Securities Act), and it will use reasonable best efforts to take such further action
as any Holder may reasonably request, in each case to the extent required from time to time to enable such holder to, if permitted
by the terms of this Warrant and the Purchase Agreement, sell this Warrant without registration under the Securities Act within
the limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such rule may be amended from time to time,
or (B) any successor rule or regulation hereafter adopted by the SEC. Upon the written request of any Holder, the Company will
deliver to such Holder a written statement that it has complied with such requirements.


 


7. Representations,
Warranties of The Holder


 


The Holder represents
and warrants to the Company as follows:


 


(a) Purchase for Own
Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment
for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning
of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Securities.


 






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(b) Disclosure of
Information. Holder is aware of the Company’s business affairs and financial condition and has received or has had full
access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the
acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive answers
from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain
additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or
expense) necessary to verify any information furnished to Holder or to which Holder has access.


 


(c) Investment Experience.
Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience
as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such
Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business
matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities
and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling
persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances
of such persons.


 


(d) Accredited Investor
Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.


 


(e) The Act. Holder
understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance upon
a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment
intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely
unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such
registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Act.


 


8. Miscellaneous.


 


(a) This Warrant shall
be governed by and construed in accordance with the internal laws of the State of Nevada, without regard to its principles of conflict
of laws.


 


(b) The terms of this
Warrant shall be binding upon and shall inure to the benefit of any successors or permitted assigns of the Company or the Holder.


 


(c) Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, the Company, at its expense,
will execute and deliver to the holder of record, in lieu thereof, a new Warrant of like date and tenor.


 






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(d) Notwithstanding anything herein to the
contrary, in no event will the Holder hereof be entitled to receive a net-cash settlement as liquidated damages in lieu of physical
settlement in Securities, regardless of whether the Securities underlying this Warrant are registered pursuant to an effective
registration statement; provided, however, that the foregoing will not preclude the Holder from seeking other remedies at law or
equity for breaches by the Company of its registration obligations hereunder.


 


(e) This Warrant and
any provision hereof may be amended, waived or terminated only by an instrument in writing signed by the Company and the Holder.


 


(e) This Warrant may
be executed in counterparts, each of which when so executed shall be deemed an original, but both of which when taken together
shall constitute one and the same instrument.


 


IN WITNESS WHEREOF,
each of the Company and the Holder has executed this Warrant as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	FC GLOBAL REALTY INCORPORATED
	 	 	 
	 	By:	 
	 		Name: John Hartman
	 		Title: Chief Executive Officer
	 	 	 
	 	HOLDER:
	 	 	 
	 	[__]
	 	 	 
	 	By:	 
	 		Name: [__]


 


 






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EXHIBIT A

NOTICE OF EXERCISE


 





	TO:	FC GLOBAL REALTY INCORPORATED
	 	Attention: Chief Executive Officer




 


Alternatives: Choose
either 1(a) or 1(b).


 


1(a). The undersigned
hereby elects to purchase _______________ (leave blank if you choose alternative No. 1(b) below) Securities pursuant to the terms
of this Warrant, and tenders herewith payment of the purchase price of such Securities in full.


 


1(b). In lieu of exercising
the attached Warrant for cash or check, the undersigned hereby elects to effect the net issuance provision of Section 1(b) of this
Warrant and receive ____________ (leave blank if you choose Alternative No. 1(a) above) Securities pursuant to the terms of this
Warrant. (Initial here if the undersigned elects this alternative) ______________.


 


2. Please issue a certificate
or certificates representing said Securities in the name of the undersigned or in such other name as is specified below:


 


	 	 	 	 
	 	(Name)	 	 
	 	 	 	 
	 	 	 	 
	 		 	 
	 	(Address)	 	 


 


	 	By: 	 
	 	 	 
	 	Name: 	 
	 	 	(please print)
	 	 	 
	 	Title: 	 
	 	 	 
	 	Date: