Exhibit
10.1


 


THIS
Convertible Promissory Note (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”),
OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR DELIVERY TO PROVISION HOLDING, INC. OF AN OPINION OF LEGAL COUNSEL SATISFACTORY
TO PROVISION HOLDING, INC. THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS.


 


Convertible
Promissory Note 


OF
PROVISION HOLDING, INC.


 


	NOTE
    NO. 	,
    2016




 


FOR
VALUE RECEIVED, PROVISION HOLDING, INC., a Nevada corporation with its principal office located at 9253 Eton Avenue, Chatsworth,
CA 91311 (the “Company” or “Debtor”), unconditionally promises to pay to [*] whose address
is [*] , or the registered assignee, upon presentation of this Convertible Promissory Note (the “Note”) by
the registered holder hereof (the “Registered Holder” or “Holder”) at the office of the
Company, the principal amount of $[*] (“Principal Amount”), together with the accrued and unpaid interest thereon
and other sums as hereinafter provided, subject to the terms and conditions as set forth below. The effective date of execution
and issuance of this Note is [*] 2016 (“Original Issue Date”).


 


1.Series.
This Note is one of a series of duly authorized and issued promissory notes of the Company designated as its Convertible Promissory
Notes (each, a “Series Note,” and collectively, the “Series Notes”). Each of the Series
Notes is being issued in accordance with that certain Subscription Agreement between the Company and the Registered Holder, and
is subject to the terms and conditions set forth in the Subscription Agreement. The Holder of this Note with the holders of all
of the Series Notes are sometimes hereinafter collectively referred to as “Series Holders.”


 


2.Schedule
for Payment of Principal and Interest. The Principal Amount outstanding hereunder shall be paid in one lump sum payment
of $363,636.36 on or before May 18, 2018 (the “Maturity Date”), and the interest on the Principal Amount outstanding
hereunder shall be payable at the rate of 12% per annum and shall be due and payable quarterly, in arrears, with the initial interest
payment due June 30, 2016, and continuing thereafter on each successive September 30, December 31, March 31, and June 30 and of
each year during the term of this Note. Accrual of interest on the outstanding Principal Amount, payable in cash, shall commence
on the date of receipt of funds by the Company and shall continue until payment in full of the outstanding Principal Amount has
been made hereunder. The interest so payable will be paid to the person whose name this Note is registered on the records of the
Company regarding registration and transfers of the Note (the “Note Register”). Payments made by the Company
shall be made to all Series Holders at the same time.


 


3.Payment.
Payment of any sums due to the Holder under the terms of this Note shall be made in United States Dollars by check or wire transfer
at the option of the Company. Payments made by the Company shall be made to all Series Holders at the same time. Payment shall
be made at the address last appearing on the Note Register of the Company as designated in writing by the Holder hereof from time
to time. If any payment hereunder would otherwise become due and payable on a day on which commercial banks in Los Angeles, California,
are permitted or required to be closed, such payment shall become due and payable on the next succeeding day on which commercial
banks in Los Angeles, California, are not permitted or required to be closed ("Business Day") and, with respect
to payments of Principal Amount, interest thereon shall be payable at the then applicable rate during such extension, if any.
The forwarding of such funds shall constitute a payment of outstanding principal and interest hereunder and shall satisfy and
discharge the liability for principal and interest on this Note to the extent of the sum represented by such payment. Except as
provided in Section 4 hereof, this Note may not be prepaid without the prior written consent of the Holder.


 






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4.Company’s
Option to Redeem Note. On or after the Original Issue Date, up to 100%, in whole or in part, of the outstanding Principal
Amount of the Note, plus any accrued and unpaid interest, will be subject to redemption at the option of the Company. Any amount
of the Note subject to redemption, as set forth herein (the “Redemption Amount”), may be redeemed by the Company
at any time and from time to time, upon not less than 10 nor more than 30 days notice to the Holder. If less than 100% of the
outstanding Principal Amount of each Series Note, plus any accrued and unpaid interest thereon, is to be redeemed at any time,
the Company must redeem a pro rata amount of each Series Note.


 


The
Company shall deliver to the Holder a written Notice of Redemption (the “Notice of Redemption”) specifying
the date for the redemption (the “Redemption Payment Date”), which date shall be at least 10 but not more than
30 days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption shall
not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion
(as defined in Section 5(b) below) or for conversions elected to be made by the Holder pursuant to Section 5 during the Redemption
Period. The Redemption Amount shall be determined as if the Holder’s conversion elections had been completed immediately
prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds
to the Holder. After the Redemption Payment Date, interest will cease to accrue on the Note or the portion thereof called for
redemption.


 


5.Conversion
Rights.


 


(a)Conversion.
On or after the Original Issue Date, the Holder of this Note will have the right, at the Holder's option, to convert all or any
portion of the Principal Amount hereof and any accrued but unpaid interest thereon into shares of common stock, par value $0.001
per share, of the Company (“Common Stock”) in a manner and in accordance with Section 5(b) below (unless earlier
paid or redeemed) at the conversion price as set forth below in Section 5(c) (subject to adjustment as described herein). The
right to convert the Principal Amount or interest thereon of this Note called for redemption will terminate at the close of business
on the Business Day prior to the Redemption Payment Date for such Note, unless the Company subsequently fails to pay the applicable
Redemption Amount. The shares of Common Stock to be issued upon such conversion are hereinafter referred to as the “Conversion
Shares”.


 


(b)Mechanics
of Holder’s Conversion. In the event that the Holder elects to convert any portion of this Note into Common Stock, the
Holder shall give notice of such election by delivering an executed and completed notice of conversion (“Notice of Conversion”)
to the Company. The Notice of Conversion shall (i) provide a breakdown in reasonable detail of the Principal Amount and/or accrued
interest that is being converted, (ii) state the denominations in which such Holder wishes the certificate or certificates for
the Conversion Shares to be issued and (iii) surrender this Note to the Company. On each Conversion Date (as hereinafter defined)
and in accordance with its Notice of Conversion, the Company shall make the appropriate reduction to the Principal Amount and/or
accrued interest as entered in its records and shall provide written notice thereof to the Holder within five (5) Business Days
after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Company in accordance with
the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). Pursuant to the terms of the
Notice of Conversion, the Company will issue instructions to its transfer agent as soon as practicable thereafter, to cause to
be issued and delivered to the Holder certificates for the number of full shares of Conversion Shares to which such Holder shall
be entitled as aforesaid and, if necessary, the Company shall cause to be issued and delivered to the Holder a new promissory
note representing any unconverted portion of this Note. The Company shall not issue fractional Conversion Shares upon conversion,
but the number of Conversion Shares to be received by any Holder upon conversion shall be rounded down to the next whole number
and the Holder shall be entitled to payment of the remaining principal amount by a Company check. In the case of the exercise
of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares
issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Company of the Notice of Conversion.
The Holder shall be treated for all purposes as the record holder of the Conversion Shares, unless the Holder provides the Company
written instructions to the contrary.


 






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(c)Conversion
Price. The Conversion Price of the Common Stock into which the Principal Amount, or the then outstanding interest due thereon,
of this Note is convertible shall be $0.10 per share (subject to adjustment as described herein).


 


(d)Adjustment
Provisions. The Conversion Price and number and kind of shares or other securities to be issued upon conversion pursuant to
this Note shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains
outstanding, as follows:


 


(i)Reclassification.
In case of any reclassification, consolidation or merger of the Company with or into another entity or any merger of another entity
with or into the Company, or in the case of any sale, transfer or conveyance of all or substantially all of the assets of the
Company (computed on a consolidated basis), each Note then outstanding will, without the consent of any Holder, become convertible
only into the kind and amount of securities, cash or other property receivable upon such reclassification, consolidation, merger,
sale, transfer or conveyance by a Holder of the number of shares of Common Stock into which such Note was convertible immediately
prior thereto, after giving effect to any adjustment event.


 


(ii)Stock
Split, Dividend. If the number of shares of Common Stock outstanding at any time after the date hereof is increased by a subdivision
or split of Common Stock, or by the declaration of a dividend on the Common Stock, which dividend is wholly or partially in the
form of additional shares of Common Stock or any other securities of the Company, then immediately after the effective date of
such subdivision or split-up, or the record date with respect to such dividend, as the case may be, the Conversion Price shall
be appropriately reduced so that the holder of this Note thereafter exchanged shall be entitled to receive the percentage of shares
of Common Stock which such holder would have owned immediately following such action had this Note been exchanged immediately
prior thereto;


 


(iii)Reverse
Split. If the number of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding
Common Stock or reverse split, then, immediately after the effective date of such combination, the Conversion Price shall be appropriately
increased so that the holder of this Note thereafter exchanged shall be entitled to receive the percentage of shares of Common
Stock which such holder would have owned immediately following such action had this Note been exchanged immediately prior thereto.


 


(e)Issuance
of Shares. Subject to the limit set forth in this Section 5(e), the Conversion Shares are duly authorized and reserved for
issuance and, upon conversion of this Note, in accordance with its respective terms, will be validly issued, fully paid and non-assessable,
and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive
rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.
This Note contains a "blocker" provision limiting the number of shares of Common Stock into which this Note is convertible
to 4.99% of the outstanding shares of the Company's Common Stock.


 






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(f)Issuance
of New Note. Upon any partial conversion of this Note, a new promissory note containing the same date and provisions of this
Note shall be issued by the Company to the Holder for the principal balance of this Note and interest which shall not have been
converted or paid. The Holder shall not pay any costs, fees or any other consideration to the Company for the production and issuance
of a new promissory note.


 


6.Reservation
of Shares. The Company shall at all times reserve for issuance and maintain available, out of its authorized but unissued
Common Stock, solely for the purpose of effecting the full conversion of the Note, the full number of shares of Common Stock deliverable
upon the conversion of the Note from time to time outstanding. The Company shall from time to time (subject to obtaining necessary
director and stockholder action), in accordance with the laws of the State of Nevada, increase the authorized number of shares
of its Common Stock if at any time the authorized number of shares of its Common Stock remaining unissued shall not be sufficient
to permit the conversion of the Note.


 


7.Representations
and Warranties of the Company. The Company represents and warrants to the Holder that:


 


(a)Organization.
The Company is validly existing and in good standing under the laws of the state of Nevada and has the requisite power to own,
lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified to do business
and is in good standing in each jurisdiction in which the character or location of the properties owned or leased by the Company
or the nature of the business conducted by the Company makes such qualification necessary or advisable, except where the failure
to do so would not have a material adverse effect on the Company.


 


(b)Power
and Authority. The Company has the requisite power to execute, deliver and perform this Note, and to consummate the transactions
contemplated hereby. The execution and delivery of this Note by the Company and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part of the Company. This Note has been duly executed
and delivered by the Company and constitutes a legal, valid and binding obligation of the Company and is enforceable against the
Company in accordance with its terms except (i) that such enforcement may be subject to bankruptcy, insolvency, moratorium or
similar laws affecting creditors' rights and (ii) that the remedy of specific performance and injunctive and other forms of equitable
relief are subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may
be brought.


 


8.Notices.
Any notices or other communications required or permitted hereunder shall be sufficiently given if in writing and delivered in
person, or sent by registered or certified mail (return receipt requested) or recognized overnight delivery service, postage pre-paid,
or sent by email addressed as follows, or to such other address as such party may notify to the other parties in writing:


 


(a)If
to the Company, to it at the following address:


 


9253
Eton Avenue 


Chatsworth,
CA 91311


Attn:
Curt Thornton, CEO and President


Email:
curt@provision.tv


 


(b)If
to Registered Holder, then to the address listed on the front of this Note, unless changed, by notice in writing as provided for
herein.


 






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A
notice or communication will be effective (i) if delivered in person or by overnight courier, on the Business Day it is delivered,
(ii) if sent by registered or certified mail, the earlier of the date of actual receipt by the party to whom such notice is required
to be given or three (3) days after deposit in the United States mail and (iii) if sent by email, on the date sent.


 


9.Events
of Defaults and Remedies. The following are deemed to be an event of default ("Event of Default") hereunder:
(i) the failure by the Company to pay any installment of interest on this Note or any other Series Notes as and when due and payable
and the continuance of any such failure for 10 days; (ii) the failure by the Company to pay all or any part of the principal on
this Note or any other Series Notes when and as the same become due and payable as set forth above, at maturity, by acceleration
or otherwise; (iii) the failure of the Company to perform any conversion of Notes required under this Note or any other Series
Notes and the continuance of any such failure for 10 days; (iv) the failure by the Company to observe or perform any covenant
or agreement contained in this Note or any other Series Notes and the continuance of such failure for a period of 30 days after
the written notice is given to the Company; (v) the assignment by the Company for the benefit of creditors, or an application
by the Company to any tribunal for the appointment of a trustee or receiver of a substantial part of the assets of the Company,
or the commencement of any proceedings relating to the Company under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debts, dissolution or other liquidation law of any jurisdiction; or the filing of such application, or the commencement
of any such proceedings against the Company and an indication of consent by the Company to such proceedings, or the appointment
of such trustee or receiver, or an adjudication of the Company bankrupt or insolvent, or approval of the petition in any such
proceedings, and such order remains in effect for 60 days; and (vi) final unsatisfied judgments not covered by insurance aggregating
in excess of $1,000,000, at any one time rendered against the Company and not stayed, bonded or discharged within 75 days.


 


10.Rights
and Remedies Upon the Occurrence of an Event of Default. Following the occurrence and during the continuance of an Event
of Default, the Company may receive instruction from the Series Holders. The rights and remedies of the Series Holder shall be
deemed to be cumulative, and any exercise of any right or remedy shall not be deemed to be an election of that right or remedy
to the exclusion of any other right or remedy.


 


11.Consent
of Series Holders.


 


(a)Consent
of All Series Holders. Notwithstanding anything to the contrary contained herein, no amendment, modification, change or waiver
shall be effective without the consent of all of the Series Holders to:


 


(i)extend
the maturity of the principal of, or interest on, any Note or of any of the other Obligations;


 


(ii)reduce
the Principal Amount of any Note or of any of the other Obligations, or the rate of interest thereon due to the Series Holders,
except as expressly permitted herein or therein;


 


(iii)change
the date of payment of principal of, or interest on, any Note or of any of the other Obligations;


 






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(iv)modify
this Section or Section 8(i); or


 


(vi)release
or agree to subordinate any material portion of any Collateral or Financing Document (except to the extent provided in Section
6(c)).


 


(b)Consent
of Less than All Series Holders. Any decision other than as set forth in Section 11(a) above that shall be made by the Series
Holders herein, shall be made by the Requisite Holders of the Series Notes outstanding at such time.


 


12.Limitation
on Merger, Sale or Consolidation. The Company may not, directly or indirectly, consolidate with or merge into another
person or sell, lease, convey or transfer all or substantially all of its assets (computed on a consolidated basis), whether in
a single transaction or a series of related transactions, to another person or group of affiliated persons, unless either (i)
in the case of a merger or consolidation, the Company is the surviving entity or (ii) the resulting, surviving or transferee entity
expressly assumes by supplemental agreement all of the obligations of the Company in connection with the Notes.Upon any consolidation
or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, the successor
entity formed by such consolidation or into which the Company is merged or to which such transfer is made, shall succeed to, and
be substituted for, and may exercise every right and power of the Company under the Note with the same effect as if such successor
entity had been named therein as the Company, and the Company will be released from its obligations under the Series Notes, except
as to any obligations that arise from or as a result of such transaction.


 


13.Corporate
Obligation. No recourse shall be had for the payment of the principal or the interest on this Note, or for any claim based
thereon, or otherwise in respect thereof, or based on or in respect of any Note supplemental thereto, against any incorporator,
stockholder, officer, or director (past, present, or future) of the Company, whether by virtue of any constitution, statute, or
rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being by the acceptance hereof,
and as part of the consideration for the issue hereof, expressly waived and released.


 


14.Listing
of Registered Holder of Note. This Note will be registered as to principal amount in the Holder’s name on the books
of the Company at its principal office (the “Note Register”), after which no transfer hereof shall be valid
unless made on the Company’s books at the office of the Company, by the Holder hereof, in person, or by attorney duly authorized
in writing, and similarly noted hereon.


 


15.Registered
Holder Not Deemed a Stockholder.No Holder, as such, of this Note shall be entitled to vote or receive dividends or
be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Note be construed to confer
upon the Holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent
to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance
or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise.


 


16.Waiver
of Demand, Presentment, Etc. The Company hereby expressly waives demand and presentment for payment, notice of nonpayment,
protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence
in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all
sums owing and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the
collection of any amount called for hereunder.


 


17.Attorney’s
Fees. The Company agrees to pay all costs and expenses, including without limitation reasonable attorney's fees, which
may be incurred by the Holder in collecting any amount due under this Note or in enforcing any of Holder’s conversion rights
as described herein.


 






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18.Enforceability.
In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid
or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired
thereby.


 


19.Intent
to Comply with Usury Laws. In no event will the interest to be paid on this Note exceed the maximum rate provided by law.
It is the intent of the parties to comply fully with the usury laws of the State of California; accordingly, it is agreed that
notwithstanding any provisions to the contrary in this Note, in no event shall such Note require the payment or permit the collection
of interest (which term, for purposes hereof, shall include any amount which, under California law, is deemed to be interest,
whether or not such amount is characterized by the parties as interest) in excess of the maximum amount permitted by the laws
of the State of California. If any excess of interest is unintentionally contracted for, charged or received under this Note,
or in the event the maturity of the indebtedness evidenced by the Note is accelerated in whole or in part, or in the event that
all of part of the Principal Amount or interest of this Note shall be prepaid, so that the amount of interest contracted for,
charged or received under this Note, on the amount of the Principal Amount actually outstanding from time to time under this Note
shall exceed the maximum amount of interest permitted by the applicable usury laws, then in any such event (i) the provisions
of this paragraph shall govern and control, (ii) neither the Company nor any other person or entity now or hereafter liable for
the payment thereof, shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount
of interest permitted by such applicable usury laws, (iii) any such excess which may have been collected shall be either applied
as a credit against the then unpaid principal amount thereof or refunded to the Company at the Holder’s option, and (iv)
the effective rate of interest shall be automatically reduced to the maximum lawful rate of interest allowed under the applicable
usury laws as now or hereafter construed by the courts having jurisdiction thereof. It is further agreed that without limitation
of the foregoing, all calculations of the rate of interest contracted for, charged or received under the Note which are made for
the purpose of determining whether such rate exceeds the maximum lawful rate of interest, shall be made, to the extent permitted
by applicable laws, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term
of the Note evidenced thereby, all interest at any time contracted for, charged or received from the Company or otherwise by the
Holders in connection with this Note.


 


20.Governing
Law; Consent to Jurisdiction. This Note shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions thereof. In any action between or among any of the parties, whether
rising out of this Note or otherwise, each of the parties irrevocably consents to the exclusive jurisdiction and venue of the
federal and/or state courts located in Los Angeles, California.


 


21.Amendment
and Waiver. Any waiver or amendment hereto shall be in writing signed by the Holder. No failure on the part of the Holder
to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise by the Holder of any right hereunder preclude any other or further exercise thereof or the exercise of any other rights.
The remedies herein provided are cumulative and not exclusive of any other remedies provided by law.


 






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22.Restrictions
Against Transfer or Assignment. Neither this Note nor the shares issuable upon conversion of this Note may be sold, transferred,
assigned, pledged, hypothecated or otherwise disposed of by the Registered Holder hereof, in whole or in part, unless and until
either (i) the Note or the shares issuable upon conversion of the Note have been duly and effectively registered for resale under
the Securities Act of 1933, as amended, and under any then applicable state securities laws; or (ii) the Registered Holder delivers
to the Company a written opinion acceptable to the Company’s counsel that an exemption from such registration requirements
is then available with respect to any such proposed sale or disposition. Any transfer of this Note otherwise permissible hereunder
shall be made only at the principle office of the Company upon surrender of this Note for cancellation and upon the payment of
any transfer tax or other government charge connected therewith, and upon any such transfer a new Series Note will be issued to
the transferee in exchange therefor.


 


23.Entire
Agreement; Headings. This Note constitutes the entire agreement between the Holder and the Company pertaining to the subject
matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, written or oral, of
such parties. The headings are for reference purposes only and shall not be used in construing or interpreting this Note.


 


[Remainder
of page intentionally left blank. Signature page follows.]


 






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IN
WITNESS WHEREOF, Provision Holding, Inc. has caused this Note to be duly executed in its corporate name by the manual signature
of its President.


 


	 	PROVISION
    HOLDING, INC.
	 	 	 
		By:	
	 	 	Curt
                                         Thornton, CEO and President









 






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ANNEX
A 


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal and/or accrued interest under the Convertible Promissory Note due __________ of
Provision Holding, Inc., a Nevada corporation (the “Company”), into shares of common stock, par value $0.001 per share
(the “Common Stock”) of the Company, according to the conditions hereof, as of the date written below. If shares of
Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company
in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.


 


Conversion
Calculations:


 


Date
to Effect Conversion:                                                                                                        


 


Principal
Amount of Convertible Promissory Note 

to be Converted:                                                                                                                          


 


Accrued
Interest Amount of Convertible Promissory


Note
to be Converted:                                                                                                               


 


Number
of Shares of Common Stock to be Issued:                                                                 


 


Signature:________________________________________


 


Name:___________________________________________


 


Address:_________________________________________


 






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EXHIBIT
C


 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT AS SOME OTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE LAWS IS AVAILABLE.


 


WARRANT
TO PURCHASE


COMMON
STOCK OF


PROVISION
HOLDING, INC.


 


	Date
    of Issuance: ______, 2016	Warrant
    No. A-______




 


This
certifies that, for value received, PROVISION HOLDING, INC., a Nevada corporation (the “Company”), grants __________,
an _________ or ____ registered assigns (the “Registered Holder”), the right to subscribe for and purchase from the
Company, at the Exercise Price (as defined herein), from and after 9:00 a.m. Pacific Standard Time on _____, 2016 (the “Exercise
Date”) and to and including 5:00 p.m., Pacific Standard Time, on _______,2019 (the “Expiration Date”), ___________________
shares, as such number of shares may be adjusted from time to time as described herein (the “Warrant Shares”), of
the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to the provisions and upon
the terms and conditions herein set forth. The “Exercise Price” per share of Common Stock will be $0.15201 per share.


 


This
Warrant is issued in connection with the issuance to the Registered Holder of a Convertible Promissory Note dated as of ________,
2016 (the “Promissory Note”) and in connection with that certain Subscription Agreement between the Company and the
Registered Holder dated as of ______, 2016 (the “Subscription Agreement”). The Registered Holder of this Warrant is
subject to the terms and conditions set forth in the Subscription Agreement.


 


Section
1. Recordation on Books of the Company. The Company shall record this Warrant, upon records to be maintained by the Company for
that purpose (the “Warrant Records”), in the name of the Registered Holder. The Company may deem and treat the Registered
Holder as the absolute owner of this Warrant for the purpose of any exercise hereof or any distribution to the Registered Holder.


 


Section
2. Registration of Transfers and Exchanges.


 


(a)Subject
to Section 9 hereof, the Company shall register the transfer of this Warrant, in whole or in part, upon records to be maintained
by the Company for that purpose, upon surrender of this Warrant, with the Form of Assignment attached hereto completed and duly
endorsed by the Registered Holder, to the Company at the office specified in or pursuant to Section 3(b). Upon any such registration
of transfer, a new Warrant, in substantially the form of this Warrant, evidencing the Common Stock purchase rights so transferred
shall be issued to the transferee and a new Warrant, in similar form, evidencing the remaining Common Stock purchase rights not
so transferred, if any, shall be issued to the Registered Holder.


 






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(b)This
Warrant is exchangeable, upon the surrender hereof by the Registered Holder at the office of the Company specified in or pursuant
to Section 3(b) hereof, for new Warrants, in substantially the form of this Warrant evidencing, in the aggregate, the right to
purchase the number of Warrant Shares which may then be purchased hereunder, each of such new Warrants to be dated the date of
such exchange and to represent the right to purchase such number of Warrant Shares as shall be designated by the Registered Holder
at the time of such surrender.


 


Section
3. Duration and Exercise of this Warrant.


 


(a)This
Warrant shall be exercisable by the Registered Holder as to the Warrant Shares at any time during the period commencing on the
Exercise Date and ending on the Expiration Date. At 5:00 p.m., Pacific Standard Time, on the Expiration Date, this Warrant, to
the extent not previously exercised, shall become void and of no further force or effect.


 


(b)Subject
to Section 7 hereof, upon exercise or surrender of this Warrant, with the Form of Election to Purchase attached hereto completed
and duly endorsed by the Registered Holder, to the Company at 9253 Eton Avenue, Chatsworth, CA, 91311, Attention: Curt Thornton,
CEO and President, or at such other address as the Company may specify in writing to the Registered Holder, and upon payment of
the Exercise Price multiplied by the number of Warrant Shares then issuable upon exercise of this Warrant in lawful money of the
United States of America, all as specified by the Registered Holder in the Form of Election to Purchase, the Company shall promptly
issue and cause to be delivered to or upon the written order of the Registered Holder, and in such name or names as the Registered
Holder may designate, a certificate for the Warrant Shares issued upon such exercise. Any person so designated in the Form of
Election to Purchase, duly endorsed by the Registered Holder, as the person to be named on the certificates for the Warrant Shares,
shall be deemed to have become holder of record of such Warrant Shares, evidenced by such certificates, as of the Date of Exercise
(as hereinafter defined) of such Warrant.


 


(c)The
Registered Holder may pay the applicable Exercise Price pursuant to Section 3(b), at the option of the Registered Holder, either
(i) by cashier’s or certified bank check payable to the Company, or (ii) by wire transfer of immediately available funds
to the account which shall be indicated in writing by the Company to the Registered Holder, in either case, in an amount equal
to the product of the Exercise Price multiplied by the number of Warrant Shares being purchased upon such exercise (the “Aggregate
Exercise Price”). The “Date of Exercise” of any Warrant means the date on which the Company shall have received
(i) this Warrant, with the Form of Election to Purchase attached hereto appropriately completed and duly endorsed, and (ii) payment
of the Aggregate Exercise Price as provided herein.


 


(d)In
lieu of exercising this Warrant by payment of cash by wire transfer or check payable to the order of the Company, Registered Holder
may elect to receive the number of Warrant Shares equal to the amount of this Warrant (or the portion thereof being exercised),
by surrender of this Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall
issue to the Registered Holder, Warrant Shares in accordance with the following formula:


 


	X	=	Y(A-B)	 
	    A	 
	Where,	 	 	 
	 	X	=	The
    number of Shares to be issued to Holder;
	 	Y	=	The
    number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The
    fair market value of one Share; and
	 	B	=	The
    Exercise Price.


 






    	 Warrant – Page 2 



     


    

 


For
purposes of this Section 3.1(d), the fair market value of a Share is defined as closing price on the Company’s primary exchange
or the over-the-counter trading platform on the day prior to the Date of Exercise or if there is no active public market, the
value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors.


 


(e)This
Warrant will be exercisable either in its entirety or, from time to time, for part, only of the number of Warrant Shares which
are issuable hereunder. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of
the certificates for the Warrant Shares issued pursuant to such exercise, deliver to the Registered Holder a new Warrant evidencing
the rights to purchase the remaining Warrant Shares, which Warrant shall be substantially in the form of this Warrant.


 


Section
4. Payment of Expenses. The Company will pay all expenses (other than any federal or state taxes, including without limitation
income taxes, or similar obligations of the Registered Holder) attributable to the preparation, execution, issuance and delivery
of this Warrant, any new Warrant and the Warrant Shares.


 


Section
5. Mutilated or Missing Warrant Certificate. If this Warrant is mutilated, lost, stolen or destroyed, upon request by the
Registered Holder, the Company will issue, in exchange for and upon cancellation of the mutilated Warrant, or in substitution
for the lost, stolen or destroyed Warrant, a substitute Warrant, in substantially the form of this Warrant, of like tenor, but,
in the case of loss, theft or destruction, only upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction of this Warrant and, if requested by the Company, indemnity also reasonably satisfactory to it.


 


Section
6. Reservation, Listing and Issuance of Warrant Shares.


 


(a)The
Company will at all times have authorized, and reserve and keep available, free from preemptive rights, for the purpose of enabling
it to satisfy any obligation to issue Warrant Shares upon the exercise of the rights represented by this Warrant, the number of
Warrant Shares deliverable upon exercise of this Warrant. The Company will, at its expense, use it best efforts to cause such
shares to be included in or listed on (subject to issuance or notice of issuance of Warrant Shares) all markets or stock exchanges
in or on which the Common Stock is included or listed not later than the date on which the Common Stock is first included or listed
on any such market or exchange and will thereafter maintain such inclusion or listing of all shares of Common Stock from time
to time issuable upon exercise of this Warrant.


 


(b)Before
taking any action which could cause an adjustment pursuant to Section 7 hereof reducing the Exercise Price below the par value
of the Warrant Shares, the Company will take any corporate action which may be necessary in order that the Company may validly
and legally issue at the Exercise Price, as so adjusted, Warrant Shares that are fully paid and non-assessable.


 


(c)The
Company covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be (i) duly authorized,
fully paid and nonassessable, and (ii) free from all liens, charges and security interests.


 


(d)The
Company shall not effect the exercise of this Warrant, and the Registered Holder shall not have the right to exercise this Warrant,
to the extent that after giving effect to such exercise, the Registered Holder (together with such Registered Holder's affiliates)
would beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise.
For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Registered 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 shares of Common Stock which would be issuable upon (A) exercise
of the remaining, unexercised portion of this Warrant beneficially owned by such Registered Holder and its affiliates and (B)
exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by
such Registered and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein.


 






    	 Warrant – Page 3 



     


    

 


Section
7. Adjustment of Number of Warrant Shares.


 


(a)The
number of Warrant Shares to be purchased upon exercise hereof is subject to change or adjustment from time to time as hereinafter
provided:


 


(i)Stock
Dividends; Stock Splits; Reverse Stock Splits; Reclassifications. In case the Company shall (a) pay a dividend with respect
to its Common Stock in shares of capital stock, (b) subdivide its outstanding shares of Common Stock, (c) combine its outstanding
shares of Common Stock into a smaller number of shares of any class of Common Stock or (d) issue any shares of its capital stock
in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in
which the Company is the continuing corporation), other than elimination of par value, a change in par value, or a change from
par value to no par value (any one of which actions is herein referred to as an “Adjustment Event”), the number of
Warrant Shares purchasable upon exercise of the Warrant immediately prior to the record date for such Adjustment Event shall be
adjusted so that the Registered Holder shall thereafter be entitled to receive the number of shares of Common Stock or other securities
of the Company (such other securities thereafter enjoying the rights of shares of Common Stock under this Warrant) that such Registered
Holder would have owned or have been entitled to receive after the happening of such Adjustment Event, had such Warrant been exercised
immediately prior to the happening of such Adjustment Event or any record date with respect thereto. An adjustment made pursuant
to this Section 7(a)(i) shall become effective immediately after the effective date of such Adjustment Event retroactive to the
record date, if any, for such Adjustment Event.


 


(ii)Adjustment
of Exercise Price. Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted pursuant
to Section 7(a)(i), the Exercise Price for each Warrant Share payable upon exercise of each Warrant shall be adjusted by multiplying
such Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of shares of
Common Stock purchasable upon the exercise of each Warrant immediately prior to such adjustment, and the denominator of which
shall be the number of shares of Common Stock so purchasable immediately thereafter.


 


(iii)Adjustments
for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company (a) consolidates with or merges into any
other corporation and is not the continuing or surviving corporation of such consolidation of merger, or (b) permits any other
corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection
with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation
or cash or any other assets, or (c) transfers all or substantially all of its properties and assets to any other corporation,
or (d) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of
Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock,
then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided
in this subsection 7(a)(iii), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such
consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price
in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the
time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock
and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered
Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as
nearly equivalent as possible to the adjustments provided for in this Section).


 






    	 Warrant – Page 4 



     


    

 


(iv)De
Minimis Adjustments. No adjustment in the Exercise Price and number of Warrant Shares purchasable hereunder shall be required
unless such adjustment would require an increase or decrease of at least $0.001 in the Exercise Price; provided, however, that
any adjustments which by reason of this Section 7(a)(iv) are not required to be made shall be carried forward and taken into account
in any subsequent adjustment. All calculations shall be made to the nearest full share.


 


(b)Notice
of Adjustment. Whenever the number of Warrant Shares purchasable upon the exercise of each Warrant or the Exercise Price is
adjusted, as herein provided, the Company shall promptly notify the Registered Holder in writing (such writing referred to as
an “Adjustment Notice”) of such adjustment or adjustments and shall deliver to such Registered Holder a statement
setting forth the number of shares of Common Stock purchasable upon the exercise of each Warrant and the Exercise Price 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.


 


(c)Other
Notices. In case at any time:


 


(i)the
Company shall declare any cash dividend on its Common Stock;


 


(ii)the
Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends)
to the holders of its Common Stock;


 


(iii)the
Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock
of any class or other rights;


 


(iv)the
Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other
than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock);


 


(v)there
shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the
Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation
and no change occurs in the Company’s Common Stock), or sale of all or substantially all of its assets to another corporation;
or


 


(vi)
there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or
winding up of the Company;


 


then,
in any one or more of said cases the Company shall give written notice, addressed to the Registered Holder at the address of such
Registered Holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record
shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation
thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation,
bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice
shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record
shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written
notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not
less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect
thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration
statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.


 






    	 Warrant – Page 5 



     


    

 


(d)Statement
on Warrants. The form of this Warrant need not be changed because of any change in the Exercise Price or in the number or
kind of shares purchasable upon the exercise of a Warrant. However, the Company may at any time in its sole discretion make any
change in the form of the Warrant that it may deem appropriate and that does not affect the substance thereof and any Warrant
thereafter issued, whether in exchange or substitution for any outstanding Warrant or otherwise, may be in the form so changed.


 


(e)Fractional
Interest. The Company will not be required to issue fractional Warrant Shares on the exercise of the Warrants. The number
of full Warrant Shares which shall be issuable upon such exercise shall be computed on the basis of the aggregate number of whole
shares of Common Stock purchasable on the exercise of the Warrants so presented. If any fraction of a share of Common Stock would,
except for the provisions of this Section 7© be issuable on the exercise of the Warrants (or specified proportion thereof),
the Company shall pay an amount in cash calculated by it to be equal to the then fair value of one share of Common Stock, as determined
by the Board of Directors of the Company in good faith, multiplied by such fraction computed to the nearest whole cent.


 


Section
8. No Rights or Liabilities as a Stockholder. The Registered Holder shall not be entitled to vote or be deemed the holder
of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything
contained herein be construed to confer upon the holder of this Warrant, as such, the rights of a stockholder of the Company or
the right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or give or
withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (except as provided
herein), or to receive dividends or subscription rights or otherwise, until the Date of Exercise shall have occurred. No provision
of this Warrant, in the absence of affirmative action by the Registered Holder hereof to purchase shares of Common Stock, and
no mere enumeration herein of the rights and privileges of the Registered Holder, shall give rise to any liability of such holder
for the Exercise Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of
the Company.


 


Section
9. Transfer Restrictions; Registration of the Warrant and Warrant Shares.


 


(a)Neither
the Warrant nor the Warrant Shares have been registered under the 1933 Act. The Registered Holder, by acceptance hereof, represents
that it is acquiring this Warrant to be issued to it for its own account and not with a view to the distribution thereof, and
agrees not to sell, transfer, pledge or hypothecate this Warrant, any purchase rights evidenced hereby or any Warrant Shares unless
a registration statement is effective for this Warrant or the Warrant Shares under the 1933 Act, or in the opinion of such Registered
Holder’s counsel reasonably satisfactory to the Company, a copy of which opinion shall be delivered to the Company, such
registration is not required as some other exemption from the registration requirement of the 1933 Act and applicable laws is
available.


 






    	 Warrant – Page 6 



     


    

 


(b)Subject
to the provisions of the following paragraph of this Section 9, each Certificate for Warrant Shares shall be stamped or otherwise
imprinted with a legend in substantially the following form:


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, AN OPINION OF COUNSEL, SATISFACTORY
TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT AS SOME OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND APPLICABLE LAWS IS AVAILABLE.


 


(c)The
restrictions and requirements set forth in the foregoing paragraph shall apply with respect to Warrant Shares unless and until
such Warrant Shares are sold or otherwise transferred pursuant to an effective registration statement under the 1933 Act or are
otherwise no longer subject to the restrictions of the 1933 Act, at which time the Company agrees to promptly cause such restrictive
legends to be removed and stop transfer restrictions applicable to such Warrant Shares to be rescinded.


 


Section
10.Notices. All notices and other communications relating to this Warrant shall be in writing and shall be deemed to have
been duly given if delivered personally or sent by United States certified or registered first-class mail, postage prepaid, return
receipt requested, or overnight air courier guaranteeing next day delivery to the parties hereto at the following addresses or
at such other address as any party hereto shall hereafter specify by notice to the other party hereto:


 


(a)If
to the Registered Holder of this Warrant or the holder of the Warrant Shares, addressed to the address of such Registered Holder
or holder as set forth on books of the Company or otherwise furnished by the Registered Holder or holder to the Company.


 


(b)If
to the Company, addressed to:


 


Provision
Holding, Inc.


9253
Eton Avenue


Chatsworth,
CA 91311


Attn:
Curt Thornton, CEO and President


 


A
notice or communication will be effective (i) if delivered in person or by overnight courier, on the business day it is delivered,
and (ii) if sent by registered or certified mail, the earlier of the date of actual receipt by the party to whom such notice is
required to be given or three (3) days after deposit in the United States mail.


 


Section
11.Binding Effect. This Warrant shall be binding upon and inure to the sole and exclusive benefit of the Company, its successors
and assigns, and the holder or holders from time to time of this Warrant and the Warrant Shares.


 


Section
12.Survival of Rights and Duties. This Warrant shall terminate and be of no further force and effect on the earlier of (i)
5:00 p.m., Pacific Standard Time, on the Expiration Date and (ii) the date on which this Warrant and all purchase rights evidenced
hereby have been exercised, except that the provisions of Sections 6© and 9 hereof shall continue in full force and effect
after such termination date.


 


Section
13.Governing Law. This Warrant shall be governed and controlled as to the validity, enforcement, interpretations, construction
and effect and in all other aspects by the substantive laws of the State of California. In any action between or among any of
the parties, whether arising out of this Warrant or otherwise, each of the parties irrevocably consents to the exclusive jurisdiction
and venue of the federal and state courts located in Los Angeles County, California.


 


Section
14.Section Headings. The Section headings in this Warrant are for purposes of convenience only and shall not constitute a
part hereof.


 






    	 Warrant – Page 7 



     


    

  




IN WITNESS WHEREOF, Provision Holding,
Inc. has caused this Warrant to be duly executed in its corporate name by the manual signature of its President.


 


	 	PROVISION
    HOLDING, INC.
	 	 	 
	 	By:
    	 
	 	 	Curt
    Thornton, CEO and President          
	 	 	 
	 	Date:	 





 






    	 Warrant – Page 8 



     


    

 


FORM
OF ELECTION TO PURCHASE


 


(To
Be Executed Upon Exercise of this Warrant)


 


To
Provision Holding, Inc.:


 


The
undersigned, the record holder of this Warrant (Warrant No. _____), hereby irrevocably elects to exercise the right, represented
by this Warrant, to purchase ___________ of the Warrant Shares and herewith and hereby tenders payment for such Warrant Shares
to the order of Provision Holding, Inc. of $_______________, representing the full purchase price for such shares at the price
per share provided for in such Warrant and the delivery of any applicable taxes payable by the undersigned pursuant to such Warrant.


 


or


 


In
lieu of exercising this Warrant by payment of cash by wire transfer or check payable to the order of the Company, Holder may elect
to receive the number of Warrant Shares equal to the value of this Warrant (or the portion thereof being exercised), by surrender
of this Warrant to the Company, in exchange for Warrant Shares in accordance with the following formula:


 


	X	=	Y(A-B)	 
	    A	 
	Where,	 	 	 
	 	X	=	The
    number of Shares to be issued to Holder;
	 	Y	=	The
    number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The
    fair market value of one Share; and
	 	B	=	The
    Exercise Price.


 


The
undersigned requests that certificates for such shares be issued in the name of:


 



 


	 	 	 	 
	 (Please
    print name and address)	 	Social
    Security or Tax Identification No. 	 


 


In
the event that not all of the purchase rights represented by the Warrant are exercised, a new Warrant, substantially identical
to the attached Warrant, representing the rights formerly represented by the attached Warrant which have not been exercised, shall
be issued in the name of and delivered to:


 


	 	 	 	 
	(Please
    print name and address)	 	Social
    Security or Tax Identification No.	 


 


 


	Dated:
    ________________	Name of Holder (Print): 
	 	By:	
	 	(Name):
    	
	 	(Title):
    	





 






    	 Warrant – Page 9 



     


    

 


FORM
OF ASSIGNMENT


 


FOR
VALUE RECEIVED, ________________ hereby sells, assigns and transfers to each assignee set forth below all of the rights of the
undersigned under the attached Warrant (Warrant No. ___) with respect to the number of shares of Common Stock covered thereby
set forth opposite the name of such assignee unto:


 


	Name
    of Assignee	 	Address	 	Number
    of Shares of Common Stock
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


If
the total of said purchase rights represented by the Warrant shall not be assigned, the undersigned requests that a new Warrant
Certificate evidencing the purchase rights not so assigned be issued in the name of and delivered to the undersigned.


 


	Dated:
    __________________	Name
    of Holder (Print):  ________________________
	 	 
	 	 
	 	    (Signature
    of Holder)


 


 


 Warrant
– Page 10