Exhibit 4.10


 


NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON STOCK PURCHASE WARRANT


 


NUTRIBAND INC.


 


	Warrant Shares: 25,000	Issuance Date: October 30, 2019




 


THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, PLATINUM POINT CAPITAL LLC, a Nevada limited
liability company, or its registered assigns (the “Holder”), with an address at: 211 East 43rd Street., Suite 626,
New York, NY 10017, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise
and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and
on or prior to the close of business on the third anniversary of the Issuance Date (the “Termination Date”)
but not thereafter, to subscribe for and purchase from NUTRIBAND INC., a Nevada corporation, with headquarters located at
121 South Orange Ave., Suite 1500, Orlando, Florida 32801 (the “Company”), up to 25,000 shares (as subject to
adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock
under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).


 


Section  1.
Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities
Purchase Agreement (the “Purchase Agreement”), dated October 29, 2019, among the Company and the purchasers
signatory thereto and the note issued to the initial Holder contemporaneously with this Warrant (the “Note”).


 






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Section 2. Exercise.


 


a)
Exercise of the purchase rights represented by this Warrant may be made,  in whole or in part, at any time or times on
or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or
agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder
appearing on the books of the Company) of a duly executed facsimile copy of the Notice of
Exercise Form annexed hereto. Within two (2) Trading Days following the date of exercise as aforesaid, the Holder shall
deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or
cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is
specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrary (although the Holder may
surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to
physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder
and the Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for
cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial
exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall
have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the
applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of
Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise
Form within one (1) Trading Day of delivery of such notice. The Holder and any assignee, by acceptance of this Warrant,
acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant
Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount
stated on the face hereof.


 


b) Exercise
Price.  The exercise price per share of the Common Stock under this Warrant shall be the lesser of (i) $20.90 or, (ii) if the
Company completes a public offering of its common stock, 110% of the initial public offering price of the Common Stock in the
next firm commitment public offering of the Company’s securities, subject to adjustment as described herein (“Exercise
Price”). When exercising this Warrant for cash, other than as a result of a Call Notice, the Holder may pay for fifty
percent (50%) of the Exercise Price for any warrants purchased pursuant to an Exercise Notice submitted in response to a Call
Notice by cancelling a portion of the debt owed on the Note equal to such amount.


 


c) Cashless
Exercise.  In the event that there is no effective registration statement registering the Warrant Shares within six (6) months
from Issuance Date, then this Warrant may also be exercised at the Holder’s election, in whole or in part, at such time
by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal
to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


		(A)	= the VWAP on the Trading Day immediately preceding the date on which Holder elects to exercise
this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;



 


		(B)	= the Exercise Price of this Warrant, as adjusted hereunder; and



 


		(X)	= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this
                                                                               Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.



 






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Notwithstanding
anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective
registration statement registering the Warrant Shares, or no current prospectus available for, the resale of the Warrant Shares
by the Holder, then this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).


 


d) Mechanics
of Exercise. 


 


i. Delivery
of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Transfer Agent to the
Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal
at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective
registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this
Warrant is being exercised via cashless exercise and Rule 144 is available, and otherwise by physical delivery to the address
specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery
to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise
Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”).
The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall
be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with
payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the
Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands that
a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in economic loss to the Holder.
As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder
for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount of $10 per Trading Day (increasing
to $20 per Trading Day after the fifth (5th) Trading Day) after the Warrant Share Delivery Date for each $1,000 of
Exercise Price of Warrant Shares for which this Warrant is exercised which are not timely delivered. The Company shall pay any
payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies
which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares
by the Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice
to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately
prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable
through the date notice of revocation or rescission is given to the Company.


 






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ii. Delivery
of New Warrants Upon Exercise.  If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder
and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates
representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased
Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.


 


iii. Rescission
Rights.  If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing
the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right, at any
time prior to issuance of such Warrant Shares, to rescind such exercise.


 


iv. Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Exercise.  In addition to any other rights available to the Holder,
if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant
Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its
broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares
of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving
upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by
which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased
exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the
Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation
was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant
Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder
the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery
obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In
with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation
of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The
Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon
request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock
upon exercise of the Warrant as required pursuant to the terms hereof.


 






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v. No
Fractional Shares or Scrip.  No fractional shares or scrip representing fractional shares shall be issued upon the
exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be
entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such
final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole
share.


 


vi. Charges,
Taxes and Expenses.  Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall
be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed
by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than
the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto
duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any
Notice of Exercise.


 


vii. Closing
of Books.  The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.


 


e) Holder’s
Exercise Limitations.  The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to
exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such
issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s
Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would
beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares
of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall
exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion
of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised
or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock
Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section
2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder
that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any
schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e)
applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the
Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder together with any
Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation,
and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a
determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the
number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as
reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B)
a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent
setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company
shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then
outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the
conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date
as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership
Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect
to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder may decrease the Beneficial
Ownership Limitation at any time and the Holder, upon not less than 61 days’ prior notice to the Company, may increase
the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no
event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall
continue to apply. Any such increase will not be effective until the 61st day after such notice is delivered to
the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or
inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary
or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a
successor holder of this Warrant. In exercising or converting this Warrant, the Holder shall represent that such exercise or
conversion does not result in a violation of the Beneficial Ownership Limitation.


 






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f) Call
Provision. If, at any time after the Initial Exercise Date, (i) the VWAP of the Common Stock on the principal Trading
Market as reported by Bloomberg L.P. exceeds 140% of the Exercise Price in effect for ten (10) consecutive Trading Days (the
“Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded
on its principal Trading Market as reported by Bloomberg, L.P. during the previous five (5) trading Days exceeds two and a
half (2.5) times the amount of shares being cancelled by the relevant Call Notice, (iii) there is an effective registration
statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon
exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes
material nonpublic information, (v) the number of shares being called will not result in the Holder exceeding the Beneficial
Ownership Limitation, and (vi) an Event of Default (as defined in the Note) nor an event which with the passage of time or
the giving of notice could become an Event of Default is not pending, then the Company may call for cancellation of that
portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined
below). The Company shall deliver to the Holder a written notice (a “Call Notice”) of any
call for cancellation of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of
the Measurement Period. In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise
Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may
not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder
to exceed the Beneficial Ownership Limitation. A Call Notice may not be given later than sixty (60) days before the
Expiration Date, nor more often than one time each 10 Trading Days. Unless otherwise agreed to by the Holder of this Warrant,
a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the
amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership
Limitation. When exercising this Warrant as a result of a Call Notice, the Holder may, at its election, pay for up to fifty
percent (50%) of the Exercise Price for any Warrant Shares purchased pursuant to an Exercise Notice submitted in response to
a Call Notice by cancelling a portion of the debt owed on the Note equal to such amount. In the event the during the 10
Trading Days after the Holder exercises this Warrant pursuant to a Call Notice, the closing price of the Company’s
Common Stock on the Trading Market falls below the Exercise Price pursuant to which Warrant Shares were acquired pursuant to
such Call Notice for a period of three consecutive trading days (such lower price the “Reset Price”), then the
Company shall issue additional shares of Common Stock so that the per share purchase price of the Warrant Shares purchased
pursuant to such Call Notice shall equal the Reset Price.


 


 Section 3. Certain Adjustments. 


 


a) Adjustment Upon Issuance of Shares of Common
Stock. If and wheneveron or after the date hereof, the Company issues or sells, or in accordance with this Section 3 is deemed
to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by
or for the account of the Company, but excluding any Exempt Issuance (as defined below) issued or sold or deemed to have been
issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise
Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred
to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after
such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the New Issuance Price. For all purposes of the
foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section
3(e)), the following shall be applicable:


 


i. Issuance of Common Stock
Equivalents. If the Company in any manner issues or sells any Common Stock Equivalents (other than Common Stock
Equivalents that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is issuable
upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such share of Common Stock shall be
deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Common
Stock Equivalents for such price per share. For the purposes of this Section 3(e)(ii), the “lowest price per share for
which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof” shall be equal to (1)
the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with
respect to one share of Common Stock upon the issuance or sale of the Common Stock Equivalent and upon conversion, exercise
or exchange of such Common Stock Equivalent and (y) the lowest conversion price set forth in such Common Stock Equivalent for
which one share of Common Stock is issuable upon conversion, exercise or exchange thereof minus (2) the sum of all amounts
paid or payable to the holder of such Common Stock Equivalent (or any other Person) upon the issuance or sale of such Common
Stock Equivalent plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of
such Common Stock Equivalent (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price
shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common
Stock Equivalents, and if any such issue or sale of such Common Stock Equivalents is made upon exercise of any options for
which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 3(e), except as
contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issue or sale.


 






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ii. Change
in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any options, the additional
consideration, if any, payable upon the issue, conversion, exercise or exchange of any Common Stock Equivalents, or the rate
at which any Common Stock Equivalents are convertible into or exercisable or exchangeable for shares of Common Stock
increases or decreases at any time, the Exercise Price in effect at the time of such increase or decrease shall be adjusted
to the Exercise Price which would have been in effect at such time had such options or Common Stock Equivalents provided for
such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case
may be, at the time initially granted, issued or sold. For purposes of this Section 3, if the terms of any option or Common
Stock Equivalent that was outstanding as of the date of issuance of this Warrant are increased or decreased in the manner
described in the immediately preceding sentence, then such option or Common Stock Equivalent and the shares of Common Stock
deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such
increase or decrease. No adjustment pursuant to this Section 3 shall be made if such adjustment would result in an increase
of the Exercise Price then in effect.


 


iii Calculation
of Consideration Received. The price at which any Convertible Security is issued shall be the amount received for the
issuance of the Convertible Security plus the minimum amount of additional consideration which is payable upon exercise or
conversion of the Convertible Security. If the Company issues securities as a unit, regardless of whether such issuance is
defined as a unit, a separate computation shall be made with respect to (x) shares of Common Stock and convertible securities
(based on the maximum number of shares of Common Stock which may be issued upon conversion, including conversion of interest
or dividends, but excluding warrants, rights and options) and (y) warrants, options or rights, with a separate computation
being made as to each warrant, option or right which is issued. If warrants, options or rights are issued, the Company shall
not be deemed to have received any consideration for the issuance of the shares upon exercise
of the warrant, option or right other than the lowest exercise price provided therein. If any shares of Common Stock, options
or Common Stock Equivalents are issued or sold for a consideration other than cash (for the purpose of determining the
consideration paid for such Common Stock, option or Common Stock Equivalent), the amount of such consideration received by
the Company will be the fair value of such consideration, except where such consideration consists of publicly traded
securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic
average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any
shares of Common Stock or Common Stock Equivalents are issued with an Adjustment Right, the value of the Adjustment Right
shall be computed in the manner that such the right is reflected in the Company’s financial statements. An Adjustment
Right shall mean a right to exercise the convertible security based on the market price at the time of exercise or
conversion.


 






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iv. Exempt Issuances. shall mean (i)
issuances of securities in a firm commitment underwritten public offering, (ii) issuances to employees, officers, directors,
contractors, consultants or other advisors pursuant to an equity incentive plan approved by the Board, (iii) issuances to
strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment
leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for
a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary
purpose of which is not to raise equity or debt capital), or in connection with the disposition or acquisition of a business,
product or license by the Company; (v) the issuance of securities pursuant to the Notes and Warrants that were issued
pursuant to the Purchase Agreement; or (vi) an issuance approved by the Holder as an Exempt Issuance. For the avoidance of
doubt, a commercial relationship referred to in clause (iii) shall be for services rendered accompanied by a valid
invoice.


 


b) Voluntary
Reduction.  The Company may unilaterally reduce the Exercise Price at any time.


 


c) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


d) Notice
to Holder. 


 


i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall
promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting
adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such
adjustment.


 


ii. Notice to Allow Exercise by
Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B)
the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall
authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in
connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any
sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the
Common Stock is converted into other securities, or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, to the extent that such information constitutes
material non-public information (as determined in good faith by the Company) the Company shall follow the procedure described
in Section 13 of the Subscription Agreement and shall deliver to the Holder at its last address as it shall appear upon the
Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of
record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on
which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their
shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the
mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent
that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of
the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form
8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the
effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 


e) Increase
in Warrant Shares.  In the event the Exercise Price is reduced for any reason, including Section 3 of this Warrant, the number
of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking
into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment.


 






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f) Reclassification,
Reorganization or Merger. In case of any reclassification, capital reorganization or other change of outstanding shares of
Common Stock of the Company, or in case of any consolidation or merger of the Company with or into
another corporation (other than a merger in which the Company is the continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant),
the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall
have the right thereafter by exercising this Warrant, to purchase the kind and amount of shares of stock and other securities
and property receivable upon such reclassification, capital reorganization and other change, consolidation or merger by the Holder
of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such
reclassification, change, consolidation or merger. Any such provision shall include provision for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section
(i)(1) shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and
to successive consolidations, mergers, sales or conveyances.


 


Section 4. Transfer of Warrant.


 


a) Transferability.
Subject to compliance with any applicable securities laws and the provisions of the Purchase Agreement, this Warrant and all rights
hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, to an accredited investor,
as defined in Rule 501(a) of the SEC pursuant to the Securities Act, upon surrender of this Warrant at the principal office of
the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto
duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of
such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder
for the purchase of Warrant Shares without having a new Warrant issued.


 


b) New Warrants.
Subject to compliance with all applicable securities laws, this Warrant may be divided or combined with other Warrants upon presentation
hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which
new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any
transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants
in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers
or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the
number of Warrant Shares issuable pursuant thereto.


 


c) Warrant Register.
The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 






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Section 5. Miscellaneous.


 


a) No
Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).


 


b) Loss, Theft,
Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and
in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which shall not include the posting
of a bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 


c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding
Trading Day.


 


d) Authorized
Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any
purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority
to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates
for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable
action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable
law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized,
validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by the Company in respect of
the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the
extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions
as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting
the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable
therefor upon such exercise immediately prior to such increase in par value, (ii) take all such
action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations,
exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company
to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions
thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. To the
extent that the Company shall require an amendment to its articles of incorporation to increase its authorized Common Stock or
reduce the par value of its Common Stock, the Company’s obligation pursuant to this Section 5(d) shall be to hold a meeting
of its stockholders to increase the authorized Common Stock or reduce the par value to a number reasonably acceptable to the holders
of a majority of the then outstanding Warrants and to recommend stockholder approval of the amendment.


 






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e) Jurisdiction.
All questions concerning governing law, jurisdiction, venue and the construction, validity, enforcement and interpretation of
this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.


 


f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, or unless exercised
in a cashless exercise when Rule 144 is available, and the Holder does not utilize cashless exercise, will have restrictions upon
resale imposed by state and federal securities laws.


 


g) Non-waiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant,
which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to
cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings,
incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.


 


h) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
in accordance with the notice provisions of the Purchase Agreement.


 


i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate.


 






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k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and
shall be enforceable by the Holder or holder of Warrant Shares.


 


l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holders
of not less than a majority of the outstanding Warrants issued pursuant to the Purchase Agreement.


 


m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.


 


********************

(Signature Page Follows)


 






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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized as of the date first above indicated.


 


	 	NUTRIBAND INC.

	 	 
	 	By:	/s/ Gareth Sheridan
	 	Name:	Gareth Sheridan
	 	Title:	Chief Executive Officer


 




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NOTICE OF EXERCISE


 


		TO:	Nutriband Inc.:



 


(1) The undersigned
hereby elects to purchase___________ Warrant Shares of the Company pursuant to the terms of the attached Warrant
(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable
transfer taxes, if any.


 


 (2) Payment shall take the form of (check applicable box):


 


[    ] in lawful money of the United States;


 




[   ] [if permitted] the cancellation
of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this
Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth
in subsection 2(c); or


 


[   ] by cancelling
$__________ of the amount due on the Note issued by the Company to the undersigned.


 


(3) Please issue
a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is
specified below:


 


________________________________


 


(4) After
giving effect to this Notice of Exercise, the undersigned will not have exceeded the Beneficial Ownership
Limitation.


 


The Warrant Shares shall be delivered to
the following DWAC Account Number or by physical delivery of a certificate to:


 


________________________________


 


________________________________


 


________________________________


 


[SIGNATURE OF HOLDER]


 






     


     


    

 


Name of Investing Entity:


 


 





 



Signature of Authorized Signatory of Investing Entity:


 


 


 











Name of Authorized Signatory:


 


 





 



Title of Authorized Signatory:


 





 



Date:


 





 



 







     


     


    

 


ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


 


NUTRIBAND INC.


 


FOR
VALUE RECEIVED, [______] all of or [              ]
shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned
to


 


______________________________________________ whose
address is


 


_______________________________________________________________.


 


_______________________________________________________________


 


	 	 	Dated:
______________, _______
	 	 	 
	 	Holder’s Signature:	_________________________________
	 	 	 
	 	Holder’s Address:	_________________________________
	 	 	 
	 	 	_________________________________




  


Signature
Guaranteed: _________________________________________


 


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