Exhibit 10.4


 





THE
SECURITIES REPRESENTED HEREBY HAVE NOT 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, AND, ACCORDINGLY, MAY
NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED,
(II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (111) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


PURSUANT
TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER
OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF.


 


Pursuant
to an Agreement and Plan of Merger by and between Canfield Medical Supply Inc. (the “Company”) SBG Acquisition Inc.
(the “Sub”), a wholly-owned subsidiary of the Company and Splash Beverage Group, Inc. (“Splash”), pursuant
to which Sub will be merged into Splash (the “Merger”). 


 


THIS WARRANT IS
BEING ISSUED IN CONNECTION WITH THE MERGER AND REPLACES THE WARRANT THAT WAS ORIGINALLY ISSUED BY SPLASH TO THE HOLDER ON______________.



 


 


CANFIELD
MEDICAL SUPPLY, INC


 


FORM
OF WARRANT TO PURCHASE COMMON STOCK


 


Warrant No.: ______-__


Number
of Shares of Common Stock: _______


Date of lssuance: February
__, 2020 ("Issuance Date")


 


Canfield
Medical Supply, Inc., a Colorado corporation (the "Company"),
hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,____________,
the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set
forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant
to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the
"Warrant"), at any time or
times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration
Date (as defined below), __________fully paid non-assessable
shares of Common Stock (as defined below) (the "Warrant Shares").
Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings
set forth in Section 15. This Warrant is one of a series of warrants containing substantially identical terms and conditions
issued to purchasers in connection with a Unit Purchase Agreement dated,  by
and among the Company and the respective purchasers thereto (collectively, the "Warrants"). For avoidance of doubt,
all Warrants issued in connection with the Unit Purchase Agreement, are considered one and the same series and are all "Warrants"
hereunder.


 


1.                          
EXERCISE OF WARRANT.


 






    	 	1	 



     


    

(a)                                                
Mechanics of Exercise. Subject to the terms and conditions hereof (including,
without limitation, the limitations set forth in Section l(e)), this Warrant may be exercised by the Holder on any day on
or after the Issuance Date, in whole or in part (but not as to fractional shares), by (i) delivery of a written notice, in the
form attached hereto as Exhibit A (the "Exercise Notice"),
of the Holder's election to exercise this Warrant and (ii) if the Holder
is not electing a Cashless
Exercise (as defined
below) pursuant to Section 1(d) of this Warrant, payment to the Company of an amount equal to the applicable Exercise Price multiplied
by the number of Warrant
Shares as to which this Warrant is being exercised (the "Aggregate Exercise
Price") in
cash or wire transfer
of immediately available funds (a "Cash Exercise")
(the items under (i) and
(ii) above, the "Exercise
Delivery Documents"). The Holder
shall not be required to surrender this Warrant in order to affect an exercise
hereunder; provided, however, that in the event that this Warrant is exercised in full or for the remaining unexercised portion
hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise. On
or before the first Trading Day following the date on which the Company has received the Exercise Delivery Documents (the date
upon which the Company has received all of the Exercise Delivery Documents, the "Exercise Date"), the Company
shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents
to the Holder and the Company's transfer agent for the Common Stock (the "Transfer Agent"). The Company shall
deliver any objection to the compliance of Exercise Delivery Documents to the requirements hereof on or before the second Trading
Day following the date on which the Company has received all of the Exercise Delivery Documents. On or before the second Trading
Day following the date on which the Company has received all of the Exercise Delivery Documents (or, if later, the second Trading
Day after the resolution of any reasonable objection by the Company to the Exercise Delivery Documents) (the "Share Delivery
Date"), for any Cash Exercise or Cashless Exercise, the Company shall, provided that the Transfer Agent is participating
in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program (the "FAST Program"),
upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant
to such exercise to the Holder's or its designee's balance account with OTC through its Deposit Withdrawal Agent Commission system;
provided, however, if (i) the Transfer Agent is not participating in the FAST Program, (ii) a Cash Exercise is made and no effective
registration statement for the resale of the Warrant Shares is available or (iii) a Cashless Exercise is made and the Warrant Shares
cannot be sold without restriction under Rule 144 under the Securities Act of 1933, as amended ,
the Company shall issue and dispatch by overnight courier to the address as
specified in the Exercise Notice, a certificate, registered in the Company's share register in the name of
the Holder or its designee, for the number of shares of Common Stock to which
the Holder is entitled pursuant to such exercise. Upon
the delivery of the Exercise Delivery Documents (or, if the Company reasonably objects to the Exercise Delivery Documents, upon
the resolution of such objection), the Holder shall be deemed for all corporate purposes to have become the holder of record of
the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited
to the Holder's OTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If
this Warrant is submitted in connection with any exercise pursuant to this Section l(a) and the number of Warrant Shares
represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise,
then the Company shall as soon as practicable and in no event later than
three Trading Days after any such submission and at its own expense, issue a new Warrant (in accordance with Section 7(e)) representing
the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the
number of Warrant Shares with respect to which this Warrant has been and/or is exercised. The Company shall pay any and all taxes
and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery
of Warrant Shares upon exercise of this Warrant; 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 or an affiliate thereof. 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.


 


(b)                                              
Exercise Price. For purposes of this Warrant, "Exercise Price"
means $1.50, subject
to adjustment as provided herein.






    	 	2	 



     


    

(c)                                                 
Company's Failure to Timely Deliver Securities. If the Company shall
fail for any reason or for no reason to issue to
the Holder within three
(3) Business Days of the Exercise Date a certificate for the number of shares of Common Stock to which the Holder is
entitled and register
such shares of Common Stock on the Company's share register or to credit the
Holder's balance account with OTC for such number of
shares of Common Stock to which the Holder is entitled upon the Holder's exercise
of this Warrant, and
if on or after such Trading Day the Holder, or any third party
on behalf of the Holder
or for the Holder's account,
purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder
of shares of Common Stock issuable upon such
exercise that the Holder
anticipated receiving from the Company (a "Buy-In"), then the
Company shall, within three (3) Business Days after the Holder's written request
and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point
the Company's obligation to deliver such certificate (and to issue such
Warrant Shares) shall terminate, or (ii) promptly honor its obligation
to deliver to the Holder a certificate or certificates representing such Warrant Shares and pay cash to
the Holder in an amount equal to the excess (if any) of the Buy-In Price over
the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the date of exercise.


 


(d)                                               
Cashless Exercise. Notwithstanding anything contained herein to the
contrary, from and after
the date hereof, (while
this warrant is outstanding and not terminated), the Holder may, in
its sole
discretion, exercise this Warrant in whole
or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in
payment of the Aggregate Exercise Price, elect instead to receive upon such
exercise the "Net Number" of shares of
Common Stock determine according to the following formula (a "Cashless
Exercise"):


 


Net
Number= (Ax B) - (A x C)


B


 


For
purposes of the foregoing formula:


 


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


 


B=
the arithmetic average of the Closing Sale Prices of the shares of Common Stock for the five (5) consecutive
Trading Days ending on
the date immediately preceding
the date of the Exercise Notice.


 


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


 


(e)                                              
Rule 144. For purposes of Rule 144(d) promulgated under the Securities
Act, as in effect
on the date hereof, assuming the Holder is not an affiliate of the Company,
it is intended that the
Warrant Shares issued
in a Cashless Exercise shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,
on the Issuance Date.


 


(f)                                               
Disputes. In the case of a dispute as to the determination of the Exercise
Price or the arithmetic calculation of the Warrant
Shares, the Company shall
promptly issue to the
Holder the number of Warrant Shares that are
not disputed.


 


(g)                                                   
Reserved.


 


2.                         
ADJUSTMENT OF EXERCISE
PRICE AND NUMBER OF WARRANT SHARES. The
Exercise Price and the
number of Warrant Shares shall be adjusted from time to time as follows:


 


(a)                                               
Adjustment upon Subdivision or Combination of Common Stock.
If the Company at any
time on or after the Issuance Date subdivides (by
any stock split, stock dividend,
recapitalization, reorganization, scheme, arrangement or otherwise)
one or more classes of its
outstanding shares of
Common Stock into a greater number
of shares, the Exercise
Price in effect immediately
prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If
the Company at any time
on or after the Issuance Date combines (by any stock split,
stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise)
one or more classes of
its outstanding shares of
Common Stock into a smaller number
of shares,
the Exercise Price in
effect immediately
prior to such combination will be proportionately increased and the number
of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(a) shall become effective
at the close of business
on the date the subdivision or combination becomes
effective.






    	 	3	 



     


    

(b)                                                   
Dilutive
Issuances. If at any time after the Issuance Date other than in connection with the Merger, the Company
shall issue or sell shares of Common Stock or Convertible Securities, without
consideration or for a consideration
per share less than the then-current
Exercise Price, the Exercise
Price shall be reduced,
concurrently with such issue, as provided herein. Following any such dilutive sale
or issuance, the Exercise Price shall be reduced to a price equal
to one hundred percent (100%)
of the price at which
such shares of
Common Stock are
issued (or, in the case of Convertible
Securities, the price at which the Common Stock issuable upon the exercise,
conversion or exchange of such Convertible
Securities is deemed issued).


 


(c)                                                  
Other Events. If any event occurs of the type contemplated by the provisions
of this Section 2 but not expressly provided for by
such provisions (including, without limitation,
the granting of stock appreciation
rights or phantom stock rights),
then the Company's Board of Directors will make
an appropriate adjustment in the Exercise
Price and the number
of Warrant Shares
so as to protect the rights of the Holder; provided that no such
adjustment pursuant to this
Section 2(b) will increase
the Exercise Price or decrease the number of Warrant Shares
as otherwise determined pursuant to this Section 2.


 


3.                           
RIGHTS UPON DISTRIBUTION OF ASSETS.


 


(a)                                                
If the Company shall
declare or make any dividend
or other distribution of its
assets (or rights to acquire
its assets) to holders
of shares of Common Stock,
by way of return of capital
or otherwise (including,
without limitation, any distribution of cash, stock or
other securities, property or
options by way of a dividend, spin off,
reclassification, corporate rearrangement, scheme of arrangement or other
similar transaction)
(a "Distribution"), at
any time after
the issuance of this Warrant,
then, in each such case, the Holder shall be entitled to participate in
such Distribution to the same
extent that the Holder would have participated
therein if the Holder
had held the number of shares of
Common Stock acquirable upon complete exercise of this Warrant (without regard
to any limitations on exercise hereof,
including without limitation, the Maximum Percentage) immediately
before the date of which
a record
is taken for such Distribution, or,
if no such record is
taken, the date as
of which the record holders of shares of Common
Stock are to be determined for the
participation in such Distribution
(provided, however, to
the extent that the Holder's right to participate in any such
Distribution would result
in the Holder exceeding
the Maximum Percentage, then the
Holder shall not be entitled to participate
in such Distribution to
such extent (or in the beneficial ownership of
any shares of Common Stock
as a result of such Distribution
to such extent) and the portion of such Distribution
shall be held in abeyance
for the benefit of the
Holder until such time,
if ever, as its right
thereto would not result in the Holder exceeding
the Maximum Percentage.


 


4.                         
PURCHASE RIGHTS;
FUNDAMENTAL TRANSACTIONS.


 


(a)                                               
Purchase Rights.
In addition to
any adjustments pursuant
to Section 2
above, if at any time the
Company grants, issues or
sells any Options, Convertible Securities
or rights to purchase stock, warrants, securities
or other property pro
rata to the record holders
of any class of Common
Stock (the "Purchase Rights"), then
the Holder will be entitled
to acquire, upon the
terms applicable to such
Purchase Rights, the
aggregate Purchase Rights
which the Holder could
have acquired if the
Holder had held the number of shares of
Common Stock acquirable upon
complete exercise of
this Warrant (without regard
to any limitations on
the exercise of this
Warrant) immediately before
the date on which a record
is taken for
the grant, issuance
or sale of such Purchase Rights, or, if
no such record is taken, the
date as of which the record
holders of shares of
Common Stock are to be
determined for the grant, issue or sale of such
Purchase Rights.


 






    	 	4	 



     


    

(b)                                              
Fundamental Transactions. The
Company shall not enter
into or be party to a
Fundamental Transaction unless (i) the
Successor Entity assumes
in writing (unless the
Company is the Successor
Entity) all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions
of this Section (4)(b) pursuant to written agreements in form and substance reasonably satisfactory to the Required Holders and
approved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to each holder of the Warrants
in exchange for such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form
and substance to this Warrant, including, without limitation, an adjusted exercise price equal to the value for the shares of Common
Stock reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding number of shares of capital stock
equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations
on the exercise of this Warrant) prior to such Fundamental Transaction, and reasonably satisfactory to the Required Holders and
(ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed
for trading on an Eligible Market. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and
be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to
the "Company" shall refer instead to the Successor Entity), and may exercise every right and power of the Company and
shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been
named as the Company herein. Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder
confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the Fundamental Transaction,
in lieu of the shares of Common Stock (or other securities, cash, assets or other property) issuable upon the exercise of the Warrant
prior to such Fundamental Transaction, such shares of the publicly traded common stock or common shares (or its equivalent) of
the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of such
Fundamental Transaction had this Warrant been converted
immediately prior to such Fundamental Transaction, as adjusted in accordance with the provisions of this Warrant. In addition to
and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which
holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares
of Common Stock (a "Corporate Event"), the Company shall make appropriate provision
to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation
of the Corporate Event but prior to the Expiration Date, in lieu of shares of Common Stock (or other securities, cash, assets or
other property) purchasable upon the exercise of this Warrant prior
to such Corporate Event, such shares of stock, securities, cash, assets
or any other property whatsoever (including
warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such
Corporate Event had this Warrant been exercised immediately prior to such Corporate Event. Provision made pursuant to the preceding
sentence shall be in a form and substance reasonably satisfactory to the Required Holders. The provisions of this Section 4(b)
shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and shall be applied without regard
to any limitations on the exercise of this Warrant.


 


(c)                                              
Applicability to Successive Transactions. The provisions of this
Section shall apply similarly and equally to successive Fundamental Transactions
and Corporate Events and shall be applied without regard to any limitations on the exercise of this Warrant.


 


5.                       
NONCIRCUMVENTION. The Company hereby covenants
and agrees
that the Company will not, by amendment of its Certificate of Incorporation, Bylaws
or through any reorganization,
transfer of assets,
consolidation, merger,
scheme of arrangement, 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, and will at all times in good faith comply
with all the provisions of this Warrant and take all actions consistent with effectuating the purposes of this Warrant. Without
limiting
the generality of the foregoing,
the Company (i) shall not increase the par value of any shares of
Common Stock receivable upon the exercise
of this Warrant above the Exercise
Price e then in effect,
(ii) shall take
all
such actions as may be necessary or appropriate in order that the Company
may validly and leg
ally issue fully paid and non-assessable shares of Common Stock upon the exercise
of this Warrant, and (iii) shall, so long as this
Warrant is outstanding, take all action necessary to reserve and keep
available out of its authorized and unissued shares of Common Stock,
solely for the purpose of effecting the exercise of this Warrant, 100% of the number of shares of Common Stock issuable upon exercise
of this Warrant then outstanding (without regard to any limitations on exercise).


 


6.                            
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise
specifically provided herein, the Holder, solely in
such Person's capacity as a holder of this Warrant, shall not be entitled
to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained
in this Warrant be construed to confer upon the Holder, solely in such Person's capacity as the Holder of this Warrant, 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,
prior to the issuance to the Holder of the Warrant Shares which such Person
is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed
as imposing any liabilities on the
Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such
liabilities are
asserted by the Company
or by creditors of the Company.


 






    	 	5	 



     


    

7.                          
REISSUANCE OF
WARRANTS.


 


(a)                                               
Transfer of Warrant. If this Warrant is to be transferred, the Holder
shall surrender this Warrant to the Company and deliver the completed
and executed Assignment Form, in the form attached hereto as Exhibit B,
whereupon the Company will forthwith issue and deliver upon the
order of the Holder
a new Warrant (in accordance with Section 7(d)),
registered as the Holder may request, representing the right to purchase the
number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this
Warrant is being transferred, a new
Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the
number of Warrant Shares not being transferred.


 


(b)                                               
Lost, Stolen
or Mutilated Warrant.
Upon receipt by the Company of
evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case
of loss, theft or destruction, of any indemnification undertaking by the Holder
to the Company in
customary form and, in
the case of mutilation, upon surrender and cancellation of this Warrant, the
Company shall execute and deliver to the
Holder a new Warrant
(in accordance with Section
7(d)) representing
the right to purchase the Warrant Shares then underlying this
Warrant.


 


(c)                                               
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon
the surrender hereof
by the Holder at the principal office of the Company,
for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the
number of Warrant Shares then underlying this
Warrant, and each such
new Warrant will represent the right to purchase
such portion of such
Warrant Shares as is
designated by the
Holder at the time of such surrender;
provided, however, that
no Warrants for fractional shares of Common
Stock shall be
given. Notwithstanding
anything to the contrary herein,
in no event shall the
original Warrant be subdivided into
more than three (3) separate Warrants
and such new Warrants
shall not be further
subdivided.


 


(d)                                              
Issuance of New Warrants.
Whenever the Company
is required
to issue
a new
Warrant pursuant to the terms of this Warrant, such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall
represent, as indicated on the face of such new Warrant, the right to purchase
the Warrant Shares then underlying this Warrant (or in the
case of a new Warrant being issued pursuant
to Section 7(a) or Section 7(c). the Warrant Shares designated by the Holder which, when added to the number of shares
of Common Stock underlying the other new Warrants issued in connection with such issuance,
does not exceed
the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such
new Warrant which is the same as the Issuance Date, and (iv) shall have the
same rights and conditions as this Warrant.


 


8.                    
NOTICES. Whenever notice is required
to be given under this Warrant, unless
otherwise provided herein,
such notice shall be given
in accordance with the Purchase Agreement.


 


9.                  
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions
of this Warrant may be amended
and the Company may take any action herein prohibited, or omit to perform
any act herein required to be performed by it, only if the Company has obtained
the written consent of
the Required Holders;
provided, that the number of Warrant Shares subject to this Warrant, the Exercise Price and the
Expiration Date may not be amended, and the right to exercise this Warrant
may not be altered or waived, without the written consent of the Holder. Any such amendment shall apply to all Warrants and be
binding upon all registered holders
of such Warrants, whether or not they have
individually consented.


 






    	 	6	 



     


    

10.               
GOVERNING LAW; CONSENT TO JUSRISDICTION. WAIVER OF JURY TRIAL.
This Warrant shall be governed by, and construed in
accordance with, the internal laws of
the State of Florida, without reference to the choice of law provisions thereof. The Company and, by accepting this Warrant, the
Holder, each irrevocably
submits to the exclusive jurisdiction of the courts of the State of Florida and the United States District
Court for the District of Florida for the purpose of any suit, action, proceeding or judgment
relating to or arising out of this Warrant and the transactions
contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto
anywhere in the world by the same methods as are specified
for the giving of notices under this Warrant. The Company
and, by accepting this Warrant, the Holder, each irrevocably
consents to the jurisdiction
of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting
this Warrant, the Holder, each irrevocably waives any objection
to the laying of venue of any such suit, action or proceeding brought in such courts
and irrevocably waives any claim that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF,
THE HOLDER HEREBY WAIVES ANY RIGHT TO
REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT
COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


11.                     
CONSTRUCTION; HEADINGS.
This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any
person as the drafter hereof. The
headings of this Warrant are for convenience of
reference and shall not
form part of, or affect the interpretation of,
this Warrant.


 


12.                     
DISPUTE RESOLUTION. In the case of a
dispute as to
the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall
submit the disputed determinations or arithmetic calculations via facsimile
within two (2) Business Days of receipt of the Exercise Notice giving rise to such dispute, as the
case may be, to the
Holder. If the Holder and
the Company are unable to
agree upon such determination
or calculation of the
Exercise Price or the
Warrant Shares within three Business
Days of such disputed
determination or arithmetic calculation being
submitted to the Holder, then the
Company shall, within
two (2) Business Days
submit via facsimile
(a) the disputed determination
of the Exercise Price
to an independent, reputable investment bank selected
by the Company and
approved by the Holder, which approval shall
not be unreasonably withheld, or (b) the disputed
arithmetic calculation of the Warrant Shares to the Company's
independent, outside accountant. The Company shall cause the investment bank or the accountant, as the case may be, to perform
the determinations or calculations and notify the Company and the Holder of the results no later
than ten Business Days from the time it receives the disputed determinations or calculations. The prevailing party in any dispute
resolved pursuant to this Section 12 shall be entitled to the full amount of all reasonable expenses, including all costs and fees
paid or incurred in good faith, in relation to the resolution of such dispute. Such investment bank's or accountant's determination
or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.


 


13.               
REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies
provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant, at law or in equity
(including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder
to pursue actual damages for any failure by the Company to comply with the terms of this Warrant.


 


14.       TRANSFER.
Subject to applicable law and the restrictions on transfer set forth in the Purchase Agreement, this Warrant may not be offered
for sale, sold, transferred or assigned without the consent of the Company, such consent not to be unreasonably withheld or delayed.


 


15.       For
purposes of this Warrant, the following terms shall have the following meanings:


 


(a)                
"Bloomberg" means Bloomberg Financial Markets.


 


(b)                
"Business Day" means any day other than Saturday, Sunday or other day on
which commercial banks in The City of New York are authorized or required by law to remain closed.


 






    	 	7	 



     


    

(c)                
"Closing Bid Price" and "Closing Sale Price"
means, for any security as of any date,
the last closing bid price and last closing trade price, respectively, for such security on the Principal
Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate
the closing bid price or the closing trade price, as the case may be, then the
last bid price or the last trade price, respectively, of such security prior to 4:00:00
p.m., New York time, as
reported by Bloomberg, or,
if the Principal Market is not the principal securities exchange or trading
market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing
bid price or last trade price, respectively, of such security in the over-the-counter
market on the electronic
bulletin board for such
security as reported by Bloomberg, or,
if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices,
or the ask prices, respectively,
of any market makers for such security as reported
in the "pink sheets" by Pink Sheets LLC (formerly the
National Quotation Bureau, Inc.) . If
the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing
bases, the Closing Bid Price or the
Closing Sale Price,
as the case may be, of such security on such date shall be the fair market
value as mutually determined
by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock
combination or other
similar transaction during the applicable calculation period.


 


(d)                
"Common Stock" means (i) the Company'
s shares of Common Stock, par
value


$0.001
per share, and (ii) any share capital into which such Common Stock shall have been changed
or any share capital resulting
from a reclassification of such Common Stock.


 


(e)                
"Convertible Securities"
means any stock or securities (other than Options) directly or indirectly
convertible into or exercisable
or exchangeable for shares
of Common Stock. "Eligible Market" means the Principal Market, the OTC Markets QB tier, The New York Stock Exchange,
Inc., NYSE MKT, The NASDAQ Global Market, The
NASDAQ Global Select Market, or The NASDAQ Capital Market.


 


(f)                 
"Expiration Date" means _____________ or, if such date falls on a day other
than a Trading Day or on which trading does not take place on the Principal Market, or, if the Principal Market is not the principal
trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is
then traded (a "Holiday"), the next date that is not a Holiday.


 


(g)                
"Fundamental Transaction" means that the Company shall,
directly or indirectly, in one or more related transactions, (i) consolidate
or merge with or into (whether or not the Company is the surviving corporation) another Person (but excluding a migratory merger
effected solely for the purpose of changing the jurisdiction of incorporation of the Company), or (ii) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii)
allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding
shares of Common Stock (not including any
shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or
party to, such purchase, tender or exchange offer), or (iv) consummate a stock purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby
such other Person acquires more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock
held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party
to, such stock purchase agreement or other business combination), (v) reorganize, recapitalize or reclassify its Common Stock,
or (vi) any "person" or "group"
(as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the "beneficial
owner" (as defined in Rule l3d-3 under the Exchange Act), directly or
indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock.


 


(i)           
"Options" means any rights, warrants or options to subscribe
for or purchase shares of Common Stock or Convertible Securities.


 


(j)                 
"Parent Entity" of a Person means an entity that, directly
or indirectly, controls the applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible
Market, or, if there is more than one such Person or Parent Entity, the
Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


(k)               
"Person" means an individual, a limited liability company, a partnership,
a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or
agency thereof.


 






    	 	8	 



     


    

(l)                 
“Principal Market” means the OTC Markets QB tier.


 


(m)             
"Required Holders" means, as of any time of determination,
the Holders of at least a majority of the Warrant Shares issuable upon exercise of all of the outstanding
Warrants.


 


(n)               
"Successor
Entity" means the Person (or, if so elected by the Holder,
the Parent Entity) formed by, resulting from or surviving any Fundamental
Transaction or the Person
(or, if so elected by
the Holder, the Parent
Entity) with which such Fundamental Transaction shall have been
entered into.


(o)               
"Trading
Day" means any day on which the Common Stock are traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock are then traded; provided that "Trading Day" shall not include any day on which the Common
Stock are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock are suspended
from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance
the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


 






    	 	9	 



     


    

IN WITNESS WHEREOF, the
Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.


 


 


CANFIELD
MEDICAL SUPPLY, INC.


 


By:____________________________ 


 


Name: ____________________________


 


 


Title: ____________________________


 






    	 	10	 



     


    

  


EXHIBIT
A


 


EXERCISE
NOTICE


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT TO PURCHASE COMMON STOCK


 


CANFIELD
MEDICAL SUPPLY, INC.


 


The
undersigned holder hereby exercises the right to purchase _ _
_ _ _ _ _ _ of
the shares of Common Stock ("Warrant Shares")
of Canfiled Medical Supply Inc., a Colorado corporation (the "Company"),
evidenced by the attached Warrant to Purchase Common Stock
(the "Warrant"). Capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth
in the Warrant.


 


1.       Form
of Exercise Price. The Holder intends that payment of the Exercise Price shall be
made as:


a.
“Cash Exercise” with respect to the Warrant Shares; and/or


b.
“Cash-less Exercise” with respect to the Warrant Shares.


 


2.Payment
of Exercise Price. In the event that the holder has elected a Cash Exercise
with respect to some
or all of the Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate
Exercise Price in the sum of$to the Company in accordance
with the terms of the


Warrant.


 


3.       Delivery
of Warrant Shares. The Company shall deliver to the holder Warrant
Shares in accordance with the terms of the Warrant
and, after delivery of such Warrant Shares, the
Warrant Shares remain subject to the Warrant. 


 


 


Date:____________________________


 


 


 


By:
____________________________


(Name
of Registered Holder)


 


Name:____________________________


 


Title:
____________________________


 












    	 	11	 



     


    

 


 


EXHIBITB


ASSIGNMENT
FORM


CANFIELD MEDICAL SUPPLY INC.



 


(To assign
the foregoing Warrant, execute this form and supply required information. Do not use
this form to purchase shares.)


FOR
VALUE RECEIVED, the foregoing Warrant and all
rights evidenced thereby are hereby assigned to
Name:


 


Address:


____________________________


____________________________


 


Dated: ___________, __________  


 


Holder's Signature:


____________________________


 


Holder's
Address:


____________________________


____________________________


____________________________


 


 


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 whatever. Officers
of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.


 








    	 	12