Exhibit 4.2


 





NEITHER THE SECURITIES REPRESENTED HEREBY
NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE
STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.


 


 


IMEDIA BRANDS, INC.


 


WARRANT


 


	Warrant No. 2020A-[_]	 	Original Issue Date:
	 	 	[________], 2020




 


iMedia
Brands, Inc., a Minnesota corporation (the “Company”), hereby certifies that, for value received,
[__________________] or its registered assigns (the “Holder”),
is entitled to purchase from the Company up to a total of [____________] shares of Common Stock (each such share, a “Warrant
Share” and all such shares, the “Warrant Shares”), at any time and from time to time from and after
the Original Issue Date and through and including April 14, 2030 (the “Expiration Date”), and subject to the
following terms and conditions:


 


1.       Definitions.
As used in this Warrant, the following terms shall have the respective definitions set forth in this Section. Capitalized terms
that are used and not defined in this Warrant that are defined in the Purchase Agreement (as defined below) shall have the respective
definitions set forth in the Purchase Agreement.


 


“Closing
Price” means, for any date of determination, the price determined by the first of the following clauses that applies:
(i) if the Common Stock is then listed or quoted on a Trading Market, the closing bid price per share of the Common Stock for such
date (or the nearest preceding date) on such market; (ii) if prices for the Common Stock are then quoted on the OTC Bulletin Board,
the closing bid price per share of the Common Stock for such date (or the nearest preceding date) so quoted; (iii) if prices for
the Common Stock are then reported in the “Pink Sheets” published by the National Quotation Bureau Incorporated (or
a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common
Stock so reported; or (iv) in all other cases, the fair market value of a share of Common Stock as determined by an independent
qualified appraiser selected in good faith and paid for by the Company.


 


“Common
Stock” means the common stock of the Company, par value $.01 per share, and any securities into which such common stock
may hereafter be reclassified.


 


“Exercise Price” means
$0.001, subject to adjustment in accordance with Section 9.


 


“Fundamental
Transaction” means any of the following: (i) the Company effects any merger or consolidation of the Company with or into
another person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions,
(iii) any tender offer or exchange offer (whether by the Company or another person pursuant to an agreement with the Company) is
completed pursuant to which all holders of Common Stock are permitted to tender or exchange their shares for other securities,
cash or property and the holders of at least 50% of the then outstanding Common Stock tender their shares of Common Stock, or (iv)
the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock
is effectively converted into or exchanged for other securities, cash or property.


 






    	Warrant	 	Page 1



     


    

 


“Original
Issue Date” means the Original Issue Date first set forth on the first page of this Warrant or its predecessor instrument.


 


“Purchase
Agreement” means the Common Stock and Warrant Purchase Agreement, dated April 14, 2020, to which the Company and the
original Holder are parties.


 


“Trading
Day” means (i) a day on which the Common Stock is traded on a Trading Market (other than the OTC Bulletin Board), or
(ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock
is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on
any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation
Bureau Incorporated (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in
the event that the Common Stock is not listed or quoted as set forth in clauses (i), (ii) and (iii) hereof, then Trading Day shall
mean a Business Day.


 


“Trading
Market” means whichever of the New York Stock Exchange, the American Stock Exchange, the Nasdaq Global Select Market,
the Nasdaq Global Market, the Nasdaq Capital Market or the OTC Bulletin Board on which the Common Stock is listed or quoted for
trading on the date in question.


 


2.       Registration
of Warrant. 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.


 


3.       Registration
of Transfers. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant, with the Form of Assignment attached hereto duly completed and signed and such other documents as described in
the Purchase Agreement, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing
the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion
of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the
transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.


 


4.       Exercise
and Duration of Warrants. 


 


(a)        This
Warrant shall be exercisable by the registered Holder in whole at any time and in part from time to time from the Original Issue
Date through and including the Expiration Date. At 5:30 p.m., Central time on the Expiration Date, the portion of this Warrant
not exercised prior thereto shall be and become void and of no value.


 






    	Warrant	 	Page 2



     


    

 


(b)        Notwithstanding
anything to the contrary set forth in this Warrant, in the event of a Change of Control, (i) at Company’s sole option unless
(ii) the Change of Control results in the Company no longer having a class of securities registered under Section 12 or Section
15 of the Securities Exchange Act of 1934 in which case such determination shall be made automatically, the Holder shall surrender
this Warrant in exchange for a number of shares of Company’s securities, such number of securities being equal to the maximum
number of securities issuable pursuant to the terms hereof (after taking into account all adjustments described herein) had the
Holder elected to exercise this Warrant immediately prior to the closing of such Change of Control and purchased all such shares
pursuant to the cashless exercise provision set forth in Section 10(b) (as opposed to the cash exercise provision set forth in
Section 10(a)). The Company acknowledges and agrees that the Holder shall not be required to make any additional payment (cash
or otherwise) for such shares as further consideration for their issuance in exchange for the Holder’s surrender of this
Warrant pursuant to the terms of the preceding sentence. A “Change of Control” shall be deemed to occur if
the Company shall (a) sell, lease, convey, or otherwise dispose of (including without limitation the grant of an exclusive license
to) all or substantially all of the Company’s intellectual property or assets as an entirety or substantially as an entirety
to any person, entity or group of persons acting in concert, (b) effect a merger, consolidation or reorganization in which the
Company is not the surviving entity and the stockholders of the Company immediately prior to the merger, consolidation or reorganization
fail to possess direct or indirect ownership of more than 50% of the voting power of the securities of the surviving entity immediately
following such transaction (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company,
or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings),
or (c) effect a merger, consolidation or reorganization in which the Company is the surviving corporation and the stockholders
of the Company immediately prior to the merger, consolidation or reorganization fail to possess direct or indirect ownership of
more than 50% of the securities of the Company immediately following such transaction.


 


5.       Delivery
of Warrant Shares. 


 


(a)        To effect
exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares
represented by this Warrant are being exercised. Upon delivery of the Exercise Notice (in the form attached hereto) to the Company
(with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of the Exercise Price
multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no
event later than two Trading Days after the Date of Exercise (as defined herein)) issue and deliver to the Holder, a certificate
for the Warrant Shares issuable upon such exercise. A “Date of Exercise” means each of (A) the date of a Change
of Control and (B) the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the Warrant
Exercise Log attached to it), appropriately completed and duly signed and (ii) payment of the Exercise Price for the number of
Warrant Shares so indicated by the Holder to be purchased.


 


(b)        If
by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), then the Holder will have the right to rescind such exercise.


 


6.       Charges,
Taxes and Expenses. Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge to the
Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the
issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates
for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability
that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


 


7.       Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity
(which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply
with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.
If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant
to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 






    	Warrant	 	Page 3



     


    

 


8.       Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise
of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this
entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (taking into
account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable.


 


9.       Certain
Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 9.


 


(a)       Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a
smaller number of shares, then in each such case the Exercise Price shall be adjusted to equal the product obtained by multiplying
the then-current Exercise Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record
date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause
(ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.


 


(b)       Fundamental
Transactions. If, at any time while this Warrant is outstanding there is a Fundamental Transaction, then the Holder shall have
the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it
would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such
Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate
Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. Any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant
substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder’s right
to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof.


 


(c)       Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section, the number of Warrant
Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such
adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment.


 






    	Warrant	 	Page 4



     


    

 


(d)       Calculations.
 All calculations under this Section shall be made to the nearest cent or the nearest 1/100th of a share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(e)       Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to this Section, the Company at its expense will promptly compute
such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including
a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise
of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon
which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the
Holder and to the Company’s Transfer Agent.


 


10.       Payment
of Exercise Price.  The Holder may pay the Exercise Price in one of the following manners:


 


(a)       Cash
Exercise. The Holder may deliver immediately available funds; or


 


(b)       Cashless
Exercise. Solely pursuant to a Company Exercise, the Company shall issue to the Holder the number of Warrant Shares determined
as follows:


 


X = Y [(A-B)/A]


 


where:


 


X = the
number of Warrant Shares to be issued to the Holder.


 


Y = the
number of Warrant Shares with respect to which this Warrant is being exercised.


 


A = the average of the Closing
Prices for the five Trading Days immediately prior to (but not including) the Exercise Date.


 


B = the Exercise Price.


 


11.       No
Fractional Shares.  No fractional shares of Warrant Shares will be issued in connection with any exercise of this Warrant.
In lieu of any fractional shares which would, otherwise be issuable, the Company shall pay cash equal to the product of such fraction
multiplied by the Closing Price of one Warrant Share on the date of exercise.


 


12.       Notices.
Any notice required or permitted under this Warrant (including, without limitation, any Exercise Notice) shall be given in writing
and shall be deemed effectively given upon the earlier of (1) actual receipt or three days after mailing if mailed postage prepaid
by regular or airmail to the Company or the Holder or (2) one day after it is sent by overnight mail via nationally recognized
courier or (3) on the same day as sent via confirmed e-mail or facsimile transmission, provided that the original is sent by personal
delivery or mail by the sending party. Address for such notice will be provided by each party to the other under separate cover.


 


13.       Miscellaneous.



 


(a)       This
Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder
any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed
by the Company and the Holder and their successors and assigns.


 


(b)       All
questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of Minnesota, without regard to the principles of conflicts of law
thereof.


 






    	Warrant	 	Page 5



     


    

 


(c)       The
headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.


 


(d)       In
case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(e)       Prior
to exercise of this Warrant, the Holder hereof shall not, by reason of being a Holder, be entitled to any rights of a stockholder
with respect to the Warrant Shares.


 


14.       19.999%
Blocker. Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the
Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that,
following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder
and its affiliates (as defined under Rule 144, “Affiliates”) and any other persons whose beneficial ownership
of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934,
does not exceed 19.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares
of Common Stock issuable upon such exercise).  For such purposes, beneficial ownership shall be determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.  This provision shall not restrict
the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities
or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this
Warrant.  This restriction may not be waived without shareholder approval.


  


 


[Remainder of page intentionally left
blank, signature page follows] 


 






    	Warrant	 	Page 6



     


    

 


In witness whereof,
the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	IMEDIA
    BRANDS, INC.
	 	 	 	 
	 	 	 	 
	 	By:	 	  
	 	 	 	Landel
    Hobbs, Chair of the Board




 






    	Warrant	 	Page 7



     


    







 


EXERCISE NOTICE


 


The undersigned
Holder hereby irrevocably elects to purchase ____________ shares of Common Stock pursuant to the attached Warrant.
Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Warrant.


 


(1) The undersigned Holder hereby exercises
its right to purchase  ____________ Warrant Shares pursuant to the Warrant.


 


(2) The Holder intends that payment of
the Exercise Price shall be made as (check one):


 


 ____________ “Cash
Exercise” under Section 10


 


 ____________
 “Cashless Exercise” under Section 10 (only in connection with Change of Control)


 


(3) If the holder has elected a Cash Exercise,
the Holder shall pay the sum of $____________ to the Company in accordance with the terms of the Warrant.


 


(4) Pursuant to this Exercise Notice, the
Company shall deliver to the holder  ____________ Warrant Shares in accordance with the terms of the Warrant.


 


 


	Dated ______________ __, _____	Name of Holder:
	 	 	 	 
	 	(Print)
	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Its:	 	 
	 	(Signature
    must conform in all respects to name of holder as specified on the face of the Warrant)




 






    	Warrant	 	Page 8



     


    







 


Warrant Shares Exercise Log


 


	Date	
        Number of Warrant

        Shares Available

        to be Exercised
	
        Number of Warrant

        Shares Exercised
	
        Number of Warrant

        Shares Remaining

        to be Exercised

	 	 	 	 


 






    	Warrant	 	Page 9



     


    

 


FORM OF ASSIGNMENT


 


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


 


FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto _______ the right represented by the attached Warrant to
purchase _______ shares of Common Stock to which such Warrant relates and appoints _______ attorney to transfer said right on
the books of the Company with full power of substitution in the premises.


 


Dated: __________ __, _______


 


 


	 	 
	 	(Signature must conform
    in all respects to name of holder as specified on the face of the Warrant)
	 	 
	 	 
	 	 
	 	Address of Transferee
	 	 
	 	 
	 	 




 


Attest:


__________________________________


 






    	Warrant	 	Page 10