Exhibit 4.2


 


FORM OF EXCHANGE WARRANT


 


VAPOR CORP.


 


WARRANT TO PURCHASE COMMON STOCK


 


Exchange Warrant No.:


 


Date of Issuance: January [_____], 2016 (the “Issuance
Date”)1


 


Vapor Corp., a Delaware
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 exercise of this Exchange Warrant, _____ shares of Common Stock (including any other Warrant to Purchase Common
Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the
Initial Exercise Date (as defined below), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below) (subject
to adjustment as provided herein) fully paid and 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 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Exchange Warrants”) issued pursuant
to the Exchange Offer.


 


This Warrant shall
be issuable in book entry form (the “Book-Entry Warrant Certificate”) and shall initially be represented by
one or more Book-Entry Warrant Certificates deposited with Equity Stock Transfer, LLC (the “Warrant Agent”)
and registered in the name of the Holder, or as otherwise directed by the Warrant Agent. Ownership of beneficial interests in this
Warrant shall be shown on, and the transfer of such ownership shall be effected through, records maintained by the Warrant Agent
(the “Warrant Register”). 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
written notice to the contrary.


 


1.           EXERCISE
OF WARRANT.


 


(a)          Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section
l(f)), this Warrant may be exercised by the Holder, in whole or in part, on any day on or after the Initial Exercise Date by delivery
(whether via e-mail, facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise
Notice”) to the Warrant Agent 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 or the Warrant Agent (or to the Company
if the exercise is made pursuant to a Cashless Exercise (as defined in Section 1(d)), of the Holder’s election to exercise
this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid, the Holder shall deliver payment to
the Warrant Agent of an amount equal to the Exercise Price in


 





 



1 Date of the closing of the Exchange Offer.


 




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effect on the date of
such exercise multiplied by the number of Warrant Shares as to which this Warrant was so exercised (in respect of such specific
exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds (to the
account set forth on Schedule A hereto) if the Holder did not notify the Company in such Exercise Notice that such
exercise was made pursuant to a Cashless Exercise (as defined in Section l(d)). The Holder shall not be required to deliver the
original of this Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to
less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant certificate and
issuance of a new Warrant certificate evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery
of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of
this Warrant certificate after delivery of the Warrant Shares in accordance with the terms hereof. The Holder and the Company or
the Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.


 


The Company or the
Warrant Agent shall deliver any objection to any Notice of Exercise form within two Business Days of receipt of the applicable
Notice of Exercise. On or before the first (1st) Trading Day following the date on which the Company has received an
Exercise Notice for a Cashless Exercise, the Company shall transmit by e-mail or facsimile an acknowledgment of confirmation of
receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Warrant Agent. On or before
the third (3rd) Trading Day following (A) in the event of a Cashless Exercise, the date on which the Company has received
such Exercise Notice or (B) in the event of an exercise for cash, the later of (i) the date on which the Warrant Agent has received
such Exercise Notice or (ii) the date on which the Warrant Agent receives the Aggregate Exercise Price (such date is referred to
herein as the “Delivery Date”), the Company shall, (x) provided that (I) the Transfer Agent is participating
in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and (II) either a registration
statement for the issuance to the Holder of the applicable Warrant Shares to be issued pursuant to such Exercise Notice is effective
and the prospectus contained therein is usable or such Warrant Shares to be so issued are otherwise freely tradable, cause the
Warrant Agent to 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 DTC through its Deposit/Withdrawal at Custodian system, or (y)
if either of the immediately preceding clauses (I) or (II) are not satisfied, issue and deliver to the Holder or, at the Holder’s
instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier
to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register
in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common
Stock to which the Holder is entitled pursuant to such exercise. Upon (A) in the event of a Cashless Exercise, the date on which
the Company has received such Exercise Notice or (B) in the event of an exercise for cash, the later of (i) the date on which the
Warrant Agent has received such Exercise Notice or (ii) the date on which the Warrant Agent receives the Aggregate Exercise Price,
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 DTC account
or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be); provided, however, that if the
date of such receipt is a date upon which the Common Stock transfer books of the Company are closed, such Holder shall be deemed
to have become the record holder of such shares on the next succeeding day on which the


 




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Common Stock transfer
books of the Company are open. 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, at the request of the Holder and upon surrender hereof by the Holder at the principal office of
the Company, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and
at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) 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 is exercised. No fractional shares of Common Stock are to be issued
upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest
whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of
Warrant Shares upon exercise of this Warrant.


 


(b)          Exercise
Price. For purposes of this Warrant, “Exercise Price” means $[_______]2, subject to adjustment
as provided herein.


 


(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 on
or before the applicable Delivery 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 DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant
(as the case may be), then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder
on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected
an amount equal to 2% of the product of (A) the aggregate number of shares of Common Stock not issued to the Holder on a timely
basis and to which the Holder is entitled and (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding
the last possible date on which the Company could have issued such shares of Common Stock to the Holder without violating Section
1(a).


 


In addition to the
foregoing, if the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock
on the Company’s share register or credit the Holder’s balance account with DTC for the number of shares of Common
Stock to which the Holder is entitled upon the Holder’s exercise or exchange hereunder (as the case may be) on or prior to
the applicable Delivery Date, and if on or after such Delivery Date the Holder (or any other Person in respect, or on behalf, of
the Holder) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale
by the Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal
to all or any portion of the number of shares of Common Stock, issuable upon such exercise or exchange that the Holder so anticipated
receiving from the Company, then, in addition to all other remedies available to the Holder, the Company shall, within three (3)
Business Days after the Holder’s 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 and other out-of-pocket expenses, if any) for
the shares of Common Stock so purchased (including, without


 





 



2 120% of the Closing Sale Price of the Common Stock
on the Expiration Date.


 




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limitation, by any other
Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation
to so issue and deliver such certificate or credit the Holder’s balance account with DTC for the number of shares of Common
Stock to which the Holder is entitled upon the Holder’s exercise or exchange hereunder (as the case may be) (and to issue
such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate
or certificates representing such shares of Common Stock or credit the Holder’s balance account with DTC for the number of
shares of Common Stock to which the Holder is entitled upon the Holder’s exercise or exchange hereunder (as the case may
be) 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 multiplied by (B) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period
commencing on the date of the applicable Exercise Notice or Exchange Notice, as the case may be, and ending on the date of such
issuance and payment under this clause (ii).


 


(d)          Cashless
Exercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if, within six (6)
months following the Initial Exercise Date there is no effective registration statement registering, or no current prospectus available
for, the resale of the Warrant Shares by the Holder, and so long as the Warrant Shares fail to be registered, 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 determined according to the following formula (a “Cashless Exercise”):


 


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


D


 


For purposes of the foregoing
formula:


 


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


 


B= the quotient of (x) the
sum of the VWAP of the Common Stock of each of the twenty (20) Trading Days ending at the close of business on the Principal
Market immediately prior to the time of exercise as set forth in the applicable Exercise Notice, divided by (y) twenty (20).


 


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


 


D= as applicable: (i) the
Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such
Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day
or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular
trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading
Day, (ii) the Closing Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise
Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within
two (2) hours thereafter pursuant to Section 1(a) hereof or (iii) the Closing Sale Price of the Common


 




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Stock on the date of the applicable
Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant
to Section 1(a) hereof after the close of “regular trading hours” on such Trading Day.


 


(e)          Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares
to be issued pursuant to the terms hereof (including, without limitation, the Net Number), the Company shall promptly issue to
the Holder the number of Warrant Shares that are not disputed, provided that following such issuance to Holder such dispute shall
be resolved in accordance with Section 13.


 


(f)          Limitations
on Exercises and Exchanges. Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable
or exchangeable by the Holder hereof to the extent (but only to the extent) that the Holder or any of its Affiliates would beneficially
own in excess of 4.9% (the “Maximum Percentage”) of the Common Stock. To the extent the above limitation applies,
the determination of whether this Warrant shall be exercisable or exchangeable (vis-a-vis other convertible, exercisable or exchangeable
securities owned by the Holder or any of its Affiliates) and of which such securities shall be exercisable or exchangeable (as
among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis
of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise
or exchange this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph
with respect to any subsequent determination of exercisability or exchangeability.


 


For the purposes of
this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations
of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “1934 Act”), and the rules and regulations promulgated thereunder. The provisions of this paragraph shall
be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any
portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein
contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation.
The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of Common Stock shall
be third party beneficiaries of this paragraph and the Company may not amend or waive this paragraph without the consent of holders
of a majority of its Common Stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall
within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding,
including by virtue of any prior conversion or exercise or exchange of convertible or exercisable or exchangeable securities into
Common Stock, including, without limitation, pursuant to this Warrant.


 


(g)          Insufficient
Authorized Shares. The Company will hold a meeting of its stockholders within sixty (60) days of the Issuance Date and will
retain a proxy solicitation firm to solicit votes in favor of the Stockholder Approval. If the Stockholder Approval to increase
the authorized common stock is not obtained, the Company will continue to hold additional stockholder meetings every ninety (90)
days until the Stockholder Approval is received. Following the receipt of the Stockholder Approval, the Company shall at all times
keep reserved for issuance under this Warrant a sufficient number of authorized and unreserved shares of


 




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Common Stock to satisfy
its obligation to reserve for issuance upon exercise or exchange of the Exchange Warrants at least a number of shares of Common
Stock equal to the number of shares of Common Stock as shall from time to time be necessary to effect the exercise or exchange
of all of the Exchange Warrants then outstanding (the “Required Reserve Amount”) (without regard to any limitation
otherwise contained herein with respect to the number of shares of Common Stock that may be acquirable upon exercise or exchange
of this Warrant). If, notwithstanding the foregoing, and not in limitation thereof, at any time after the Initial Exercise Date
while any of the Exchange Warrants remain outstanding the Company does not have the Required Reserve Amount (an “Authorized
Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized
shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for all the Exchange
Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of
the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized
Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized
shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and
shall use its commercially reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares
of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.


 


2.           ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. 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 2.


 


(a)          Stock
Dividends and Splits. Without limiting any provision of Section 4, if the Company, at any time on or after the Issuance Date,
(i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution
on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines
(by combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller
number of shares, then in each such case the Exercise Price shall be multiplied 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 shareholders 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. If any event requiring an adjustment under this paragraph occurs during the period that an
Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect
such event.


 


(b)          Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section 2, 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


 




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such adjustment (without
regard to any limitations on exercise contained herein). In addition, and notwithstanding anything to the contrary contained herein,
(x) upon a Cashless Exercise as set forth in Section l(d) hereof, the number of Warrant Shares for which this Warrant is exercisable
immediately following such Cashless Exercise shall be equal to (i) the number of Warrant Shares for which this Warrant was exercisable
immediately prior to such Cashless Exercise less (ii) the number of Warrant Shares as to which such Cashless Exercise was
exercised (such number of Warrant Shares in this clause (ii) in respect of such Cashless Exercise being equal to “A”
in such Cashless Exercise formula in respect of such Cashless Exercise) and (y) the number of Warrant Shares issuable hereunder
shall automatically be increased, as necessary, to enable to the Company to comply with its obligations to issue the Net Number
of shares of Common Stock under Section 1(d) hereof upon any Cashless Exercise hereunder.


 


(c)          Other
Events. In the event that the Company shall take any similar action to which the provisions hereof are not strictly applicable,
or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the
provisions of this Section 2 but not expressly provided for by such provisions, then the Company’s board of directors shall
in good faith determine and implement an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if applicable)
so as to protect the rights of the Holder; provided that no such adjustment pursuant to this Section 2(c) will increase the Exercise
Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2; provided further that if the
Required Holders (as defined below) do not accept such adjustments as appropriately protecting its interests hereunder against
such dilution, then the Company’s board of directors and the Required Holders shall agree, in good faith, upon an independent
investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and
binding and whose fees and expenses shall be borne by the Company.


 


(d)          Calculations.
All calculations under this Section 2 shall be made by rounding to the nearest 1/100th of a cent and 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.


 


3.           RIGHTS
UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if the Company shall, at any time
after the issuance of this Warrant and prior to the Expiration Date, declare or make any dividend or other distribution of its
assets (or rights to acquire its assets) to all or substantially all of the 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, indebtedness, property
or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), 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


 




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Percentage) immediately
before the date on 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 Distributions 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 the beneficial ownership of any such
shares of Common Stock as a result of such Distribution to such extent) and such Distribution to such extent 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; provided further, such Distribution shall be held in abeyance for the benefit of the Holder until such time as the
Holder exercises this Warrant (whether in whole or in part), and subject to the foregoing proviso, upon each exercise of this Warrant
the Company shall make such Distribution to the Holder with respect to each Warrant Share for which this Warrant is so exercised
until such time as this Warrant has been exercised in full.


 


4.           PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS; REGISTRATION OF WARRANT SHARES.


 


(a)          Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if the Company, at any time prior to the Expiration Date,
grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property
pro rata to all or substantially all of the record holders of any class of shares 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 exercise hereof, including without limitation, the Maximum Percentage) 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; provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in
the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such
extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase
Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in
the Holder exceeding the Maximum Percentage; and provided further, that such Purchase Rights shall be held in abeyance for the
benefit of the Holder until such time as the Holder exercises this Warrant (whether in whole or in part), and subject to the foregoing
provision, upon each exercise of this Warrant the Company shall deliver such Purchase Rights to the Holder with respect to each
Warrant Share for which this Warrant is so exercised until such time as this Warrant has been exercised in full.


 


(b)          Fundamental
Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes
in writing all of the obligations of the Company under this Warrant 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 confirming the obligations of the Successor Entity as set forth in
this paragraph (b) and (c) and elsewhere in this Warrant and an obligation to deliver to the Holder in exchange for this Warrant
a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant,
including, without limitation, which is 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


 




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exercise of this Warrant)
prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of
capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction
and the value of such shares of capital stock for the purpose of protecting the economic value of this Warrant immediately prior
to the consummation of such Fundamental Transaction). Notwithstanding the foregoing, at the election of the Holder upon exercise
of this Warrant following a Fundamental Transaction, the Successor Entity shall deliver to the Holder, in lieu of the shares of
Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above,
which shall continue to be receivable thereafter)) issuable upon the exercise of this Warrant prior to the applicable Fundamental
Transaction, such shares of common stock (or its equivalent) of the Successor Entity (including its Parent Entity), or other securities,
cash, assets or other property, which the Holder would have been entitled to receive upon the happening of the applicable Fundamental
Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any
limitations on the exercise of this Warrant). The provisions of this Section 4(b) shall apply similarly and equally to successive
Fundamental Transactions and shall be applied as if this Warrant (and any such subsequent warrants issued hereunder) were fully
exercisable and without regard to any limitations on the exercise of this Warrant; provided that the Holder shall continue to be
entitled to the benefit of the Maximum Percentage, applied however with respect to shares of capital stock registered under the
1934 Act and thereafter receivable upon exercise of this Warrant (or any such other warrant).


 


(c)          Registration
of the Warrant Shares. The Company shall, as expeditiously as reasonably possible following the receipt of Stockholder Approval:


 


(i)          prepare
and file with the SEC a registration statement (the “Registration Statement”) with respect to such Registrable
Securities and use all reasonable efforts to cause such registration statement to become effective, and keep such registration
statement effective. If so directed by the Company, Holder registering shares under such registration statement shall (i) not offer
to sell any Registrable Securities pursuant to the registration statement during the period in which the delay or suspension is
in effect after receiving notice of such delay or suspension; and (ii) use their best efforts to deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the prospectus
relating to such Registrable Securities current at the time of receipt of such notice. Notwithstanding the foregoing, the Company
shall not be required to file, cause to become effective or maintain the effectiveness of any registration statement other than
a registration statement on Form S-3 that contemplates a distribution of securities on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”);


 


(ii)         prepare
and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with
such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement for the period set forth in subsection (a) above; and


 


(iii)        use
its reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on the Principal
Market.


 




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The Company shall bear
all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4(c) hereof, but the Holder shall
pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection
with the sale of the Registrable Securities. In the event that the Holder exercises the Warrant prior to the effectiveness of the
Registration Statement, any shares that are issued to the Holder a result of such exercise shall include a restricted security
legend that states such shares have not been registered under the Securities Act and cannot be resold by the Holder without registration
or an applicable registration exemption.


 


5.           NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Charter, Bylaws of the Company 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 carry out all the provisions of this Warrant and take all action as may be required to protect the rights
of the Holder. 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 then in effect, (ii) shall take all such
actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable
shares of Common Stock upon the exercise of this Warrant, and (iii) shall, following Stockholder Approval and so long as any of
the Exchange Warrants are 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 the Exchange Warrants, the maximum number of shares
of Common Stock as shall from time to time be necessary to effect the exercise of the Exchange Warrants 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 its 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 its 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 it 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. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other
information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders;
provided, however, that the Company shall not be obligated to provide such information if it is filed with the SEC through EDGAR
and available to the public through the EDGAR system.


 




    	 	10	 



     


    

 


7.           REISSUANCE
OF WARRANTS.


 


(a)          Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant (or the Book Entry Warrant Certificate)
to the Company or the Warrant Agent (or other designated agent), whereupon the Company or the Warrant Agent (or other designated
agent) will forthwith issue and deliver upon the order of the Holder a new Warrant (or Book Entry Warrant Certificate) (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 (or Book Entry Warrant Certificate) (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 (or the Book Entry Warrant Certificate) (as to which a written certification and the
indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary and reasonable form (including posting a bond) and, in the case of mutilation,
upon surrender and cancellation of this Warrant (or the Book Entry Warrant Certificate), the Company shall execute and deliver
to the Holder a new Warrant (or Book Entry Warrant Certificate) (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 (or of the Book Entry Warrant Certificate) by
the Holder at the principal office of the Company, for a new Warrant or Warrants (or Book Entry Warrant Certificates) (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 (or Book Entry Warrant Certificate) 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, no warrants for fractional shares of Common
Stock shall be given.


 


(d)          Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant (or Book Entry Warrant Certificate) pursuant to the
terms of this Warrant, such new Warrant (or Book Entry Warrant Certificate) (i) shall be of like tenor with this Warrant (or Book
Entry Warrant Certificate), (ii) shall represent, as indicated on the face of such new Warrant (or Book Entry Warrant Certificate),
the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant (or Book Entry Warrant Certificate)
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 (or Book Entry Warrant Certificates) 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 (or Book Entry Warrant Certificate) 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 in writing and
shall be deemed given (w) the date of transmission, if such notice or communication is delivered via facsimile or email at the
number or email address set forth below prior to 5:00p.m. (New York time) on a Business Day, (x) on the


 




    	 	11	 



     


    

 


date delivered, if delivered
personally, (y) on the first Business Day following the deposit thereof with Federal Express or another recognized overnight courier,
if sent by Federal Express or another recognized overnight courier, and (z) on the fourth Business Day following the mailing thereof
with postage prepaid, if mailed by registered or certified mail (return receipt requested), in each case to the parties at the
following addresses (or at such other address for a party as shall be specified by like notice).


 


		(a)	If to the Company, to:



 


Vapor Corp.

3001 Griffin Road

Dania Beach, Florida 33312

Attention: Chief Financial Officer

Facsimile: (954) 367-6306

Email: ghicks@vpco.com


 


Equity Stock Transfer, LLC

237 West 37th Street, Suite 601

New York, NY 10018

Attention: Nora Marckwordt

Email: nora@equitystock.com


 


(b)          If
to the Holder, to the address of such holder as shown on the Warrant Register. Any notice required to be delivered by the Company
to the Holder may be given by the Warrant Agent on behalf of the Company. The Company shall provide the Holder with prompt written
notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason
therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) as soon as practicable
upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying,
the calculation of such adjustment(s) and (ii) at least fifteen (15) days prior to the date on which the Company closes its books
or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants,
issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities, indebtedness, or other
property pro rata to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction,
dissolution or liquidation, provided in each case that such information to the extent it constitutes, or contains, material, non-public
information regarding the Company or any of its Subsidiaries shall be made known to the public prior to or in conjunction with
such notice being provided to the Holder and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental
Transaction. To the extent that any notice provided hereunder (whether under this Section 8 or otherwise) constitutes, or contains,
material, non-public information regarding the Company or any of its Subsidiaries, the Company shall simultaneously file such notice
with the SEC pursuant to a Current Report on Form 8-K.


 


9.           AMENDMENT
AND WAIVER. Except as otherwise expressly set forth herein, the provisions of this Warrant may be amended only with the written
consent of the Company and the Required Holders. Except as otherwise expressly set forth herein, no waiver shall be effective unless
it is in writing and signed by an authorized representative of the waiving party, and any


 




    	 	12	 



     


    

 


waiver of any provision
of this Warrant made in conformity with the provisions of this Section 9 shall be binding on the Holder, provided that no such
waiver shall be effective to the extent that it (1) applies to less than all Exchange Warrants then outstanding (unless a party
gives a waiver as to itself only) or (2) imposes any obligation or liability on the Holder without the Holder’s prior written
consent (which may be granted or withheld in the Holder’s sole discretion). Notwithstanding the foregoing, nothing contained
in this Section 9 shall permit any amendment or waiver of any provision of Section 1(f).


 


10.         SEVERABILITY.
If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good
faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which
comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


11.         GOVERNING
LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Nothing contained herein shall (i) be deemed or operate to preclude the Holder
from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s
obligations to the Holder or to enforce a judgment or other court ruling in favor of the Holder or (ii) limit, or be deemed to
limit, any provision of Section 13. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION
CONTEMPLATED HEREBY.


 


12.         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.


 




    	 	13	 



     


    

 


13.         DISPUTE
RESOLUTION.


 


(a)          Disputes
Over the Exercise Price, Closing Sale Price, Bid Price or Fair Market Value.


 


(i)          In
the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Closing Bid Price, the Bid Price or fair market
value (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the
Company or the Required Holders (as the case may be) shall submit the dispute via e-mail or facsimile (I) within twenty (20) Business
Days after delivery of the applicable notice giving rise to such dispute to the Company or the Required Holders (as the case may
be) or (II) if no notice gave rise to such dispute, at any time after the Required Holders learned of the circumstances giving
rise to such dispute. If the Required Holders and the Company are unable to resolve such dispute relating to the Exercise Price,
the Closing Sale Price, the Closing Bid Price, the Bid Price or fair market value (as the case may be) by 5:00p.m. (New York time)
on the third (3rd) Business Day following such delivery by the Company or the Required Holders (as the case may be)
of such dispute to the Company or the Required Holders (as the case may be), then the Required Holders shall select an independent,
reputable investment bank to resolve such dispute.


 


(ii)         The
Required Holders and the Company shall each deliver to such investment bank (x) a copy of the initial dispute submission so delivered
in accordance with the first sentence of this Section 13(a) and (y) written documentation supporting its position with respect
to such dispute, in each case, no later than 5:00p.m. (New York time) by the fifth (5th) Business Day immediately following the
date on which the Required Holders selected such investment bank (the “Dispute Submission Deadline”) (the documents
referred to in the immediately preceding clauses (x) and (y) are collectively referred to herein as the “Required Dispute
Documentation”) (it being understood and agreed that if either the Required Holders or the Company fails to so deliver
all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the
Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation
or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based
solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline).
Unless otherwise agreed to in writing by both the Company and the Required Holders or otherwise requested by such investment bank,
neither the Company nor the Required Holders shall be entitled to deliver or submit any written documentation or other support
to such investment bank in connection with such dispute (other than the Required Dispute Documentation).


 


(iii)        The
Company and the Required Holders shall cause such investment bank to determine the resolution of such dispute and notify the Company
and the Required Holders of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline.
The fees and expenses of such investment bank shall be borne by the Company (provided that such fees and expenses shall be borne
equally by the Company and the Required Holders only if such investment bank’s determination of the disputed Exercise Price,
Closing Sale Price, Closing Bid Price or fair market value (as the case may be) was equal to or greater than 98% of the Company’s
determination thereof that gave rise to the applicable dispute),


 




    	 	14	 



     


    

 


and such investment bank’s
resolution of such dispute shall be final and binding upon all parties absent manifest error.


 


(b)          Disputes
Over Arithmetic Calculation of Warrant Shares.


 


(i)          In
the case of a dispute as to the arithmetic calculation of the number of Warrant Shares, the Company or the Required Holders (as
the case may be) shall submit the disputed arithmetic calculation via facsimile (i) within twenty (20) Business Days after delivery
of the applicable notice giving rise to such dispute to the Company or the Required Holders (as the case may be) or (ii) if no
notice gave rise to such dispute, at any time after the Required Holders learned of the circumstances giving rise to such dispute.
If the Required Holders and the Company are unable to resolve such disputed arithmetic calculation of the number of Warrant Shares
by 5:00p.m. (New York time) on the third (3rd) Business Day following such delivery by the Company or the Required Holders (as
the case may be) of such disputed arithmetic calculation of the number of Warrant Shares to the Company or the Required Holders
(as the case may be), then the Required Holders shall select an independent, reputable accountant or accounting firm to perform
such disputed arithmetic calculation of the number of Warrant Shares.


 


(ii)         The
Required Holders and the Company shall each deliver to such accountant or accounting firm (as the case may be) (x) a copy of the
initial dispute submission so delivered in accordance with the first sentence of this Section 13(b) and (y) written documentation
supporting its position with respect to such disputed arithmetic calculation of the number of Warrant Shares, in each case, no
later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which the Required Holders
selected such accountant or accounting firm (as the case may be) (the “Submission Deadline”) (the documents
referred to in the immediately preceding clauses (x) and (y) are collectively referred to herein as the “Required Documentation”)
(it being understood and agreed that if either the Required Holders or the Company fails to so deliver all of the Required Documentation
by the Submission Deadline, then the party who fails to so submit all of the Required Documentation shall no longer be entitled
to (and hereby waives its right to) deliver or submit any written documentation or other support to such accountant or accounting
firm (as the case may be) with respect to such disputed arithmetic calculation of the number of Warrant Shares and such accountant
or accounting firm (as the case may be) shall perform such disputed arithmetic calculation of the number of Warrant Shares based
solely on the Required Documentation that was delivered to such accountant or accounting firm (as the case may be) prior to the
Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Required Holders or otherwise requested
by such accountant or accounting firm (as the case may be), neither the Company nor the Required Holders shall be entitled to deliver
or submit any written documentation or other support to such accountant or accounting firm (as the case may be) in connection with
such disputed arithmetic calculation of the number of Warrant Shares (other than the Required Documentation).


 


(iii)        The
Company and the Required Holders shall cause such accountant or accounting firm (as the case may be) to perform such disputed arithmetic
calculation and notify the Company and the Required Holders of the results no later than ten (10) Business Days immediately following
the Submission Deadline. The fees and expenses of such accountant or accounting firm (as the case may be) shall be borne solely
by the Company, and such accountant’s


 




    	 	15	 



     


    

 


or accounting firm’s
(as the case may be) arithmetic calculation shall be final and binding upon all parties absent manifest error.


 


(c)          Miscellaneous.
The Company expressly acknowledges and agrees that (i) this Section 13 constitutes an agreement to arbitrate between the Company
and the Required Holders (and constitutes an arbitration agreement) under §7501, et seq. of the New York Civil Practice Law
and Rules (“CPLR”) and that each party is authorized to apply for an order to compel arbitration pursuant to
CPLR § 7503(a) in order to compel compliance with this Section 13, (ii) the terms of this Warrant shall serve as the basis
for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby
expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to be
made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank
shall apply such findings, determinations and the like to the terms of this Warrant, (iii) the terms of this Warrant shall serve
as the basis for the selected accountant’s or accounting firm’s performance of the applicable arithmetic calculation
of the number of Warrant Shares, (iv) for clarification purposes and without implication that the contrary would otherwise be true,
disputes relating to matters described in Section 13(a) shall be governed by Section 13(a) and not by Section 13(b), (v) the Required
Holders (and only the Required Holders), in their sole discretion, shall have the right to submit any dispute described in this
Section 13 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures
set forth in this Section 13 and (vi) nothing in this Section 13 shall limit the Holder from obtaining any injunctive relief or
other equitable remedies (including, without limitation, with respect to any matters described in Section 13(a) or Section 13(b)).


 


14.         REMEDIES,
CHARACTERIZATION, 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 damages for any failure by the
Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning
this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises
and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that
a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach
may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this
Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity
of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation
to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and
conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates
for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for
any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or
its agent on its behalf.


 




    	 	16	 



     


    

 


15.         TRANSFER.
This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.


 


16.         CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)          “Bid
Price” means, for any security as of the particular time of determination, the bid price for such security on the Principal
Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities exchange
or trading market for such security, the bid price of such security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply,
the bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by
Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination,
the average of the bid prices of all of the market makers for such security as reported in the “pink sheets” by OTC
Markets Group Inc. as of such time of determination. If the Bid Price cannot be calculated for a security as of the particular
time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination shall be the
fair market value as mutually determined by the Company and the Required Holders. If the Company and the Required Holders are unable
to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in
Section 13. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other
similar transaction during such period.


 


(b)          “Bloomberg”
means Bloomberg, L.P.


 


(c)          “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.


 


(d)          “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price
and the 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 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 average
of the bid prices, or the ask prices, respectively, of all of the market makers for such security as reported in the “pink
sheets” by OTC Markets Group, 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 Required Holders. If the Company
and the Required Holders are unable to agree upon the fair market value of such security, then such dispute shall be resolved in
accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted for any stock dividend, stock
split, stock combination or other similar transaction during such period.


 




    	 	17	 



     


    

 


(e)          “Common
Stock” means (i) the Company’s shares of common stock, $0.001 par value per share, and (ii) any capital stock into
which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


(f)          “Convertible
Securities” means any stock, note, debenture or other security (other than Options) that is, or may become, at any time
and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles
the holder thereof to acquire, any shares of Common Stock.


 


(g)          “Eligible
Market” means the NYSE MKT, the New York Stock Exchange, The Nasdaq Global Select Market, The Nasdaq Global Market, the
Principal Market, the OTCQX or the OTCQB (or any successor to any of the foregoing).


 


(h)          “Exchange
Offer” means the exchange of (i) 128 shares of Common Stock and warrants to purchase 64 shares of Common Stock for (ii)
Units of the Company initially issued on July 27, 2015, each consisting of one-fourth of a share of the Company’s Series
A Convertible Preferred Stock (convertible into 10 shares of common stock), and 20 Series A Warrants (each exercisable into one
share of common stock).


 


(i)           “Expiration
Date” means the date that is the fifth (5th) anniversary of the Initial Exercise Date or, if such date falls
on a day other than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”),
the next date that is not a Holiday.


 


(j)           “Fundamental
Transaction” means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related
transactions, (1) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation)
any other Person unless the shareholders of the Company immediately prior to such consolidation or merger continue to hold more
than 50% of the outstanding shares of Voting Stock after such consolidation or merger, or (2) sell, lease, license, assign, transfer,
convey or otherwise dispose of all or substantially all of its respective properties or assets to any other Person, or (3) allow
any other Person to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding
shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company 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 (4)
consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with any other Person whereby such other Person acquires more than 50% of
the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company 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 or
share purchase agreement or other business combination), or (ii) any “person” or “group” (as these terms
are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall
become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the
aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company.


 


(k)          “Initial
Exercise Date” means the date of the Stockholder Approval.


 




    	 	18	 



     


    

 


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


 


(m)         “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.


 


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


 


(o)          “Principal
Market” means The NASDAQ Capital Market.


 


(p)          “Register,”
“registered,” and “registration” mean a registration effected by preparing and
filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such
registration statement or document.


 


(q)          “Registrable
Securities” means (a) Common Stock issuable or issued upon exercise of the Warrants and (b) any
Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as)
a dividend or other distribution with respect to, or in exchange for or in replacement of, such above-described securities.


 


(r)          “Required
Holders” means, collectively, as of a particular time of determination, (as applicable) holders of Exchange Warrants
then exercisable for an aggregate number of shares of Common Stock equal to at least 66.7% of the number of shares of Common Stock
issuable upon exercise of all Exchange Warrants outstanding as of such time of determination (disregarding all limitations on exercise
set forth in the Exchange Warrants).


 


(s)          “SEC”
means the United States Securities and Exchange Commission.


 


(t)          “Stockholder
Approval” means approval of the stockholders of the Company of an increase of the number of the Company’s authorized
Common Stock to allow the full exercise of the all of the Exchange Warrants issued in connection with the Exchange Offer.


 


(u)          “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.


 


(v)         “Trading
Day” means, as applicable, (x) with respect to all price determinations relating to the Common Stock, any day on which
the Common Stock is 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 is then traded, provided that “Trading
Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5
hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or
if


 




    	 	19	 



     


    

 


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) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with respect to all determinations
other than price determinations relating to the Common Stock, any day on which the Principal Market (or any successor thereto)
is open for trading of securities.


 


(w)         “Voting
Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have
the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or
trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might
have voting power by reason of the happening of any contingency).


 


(x)          “VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or,
if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities
market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00
p.m., New York time, as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not
apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board
for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported
by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average
of the highest Closing Bid.


 


[Signature page follows]


 




    	 	20	 



     


    

 


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.


 


	 	VAPOR CORP.
	 	 
	 	By:	 
	 	 	Jeffrey E. Holman
	 	 	Chief Executive Officer


 


[Signature Page to Warrant to Purchase Common
Stock]


 




     


     


    

 


SCHEDULE A


 


WIRE INSTRUCTIONS FOR CASH EXERCISE


 


[NAME OF BANK]


 


ABA# [   ]


 


ACCT # [   ]


 


ACCT NAME: [  ]


 




    	 	Schedule A	 



     


    

 


EXHIBIT A


 


EXERCISE NOTICE


 


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


 


VAPOR CORP.


 


The undersigned holder hereby exercises
the right to purchase of the shares of Common Stock (“Warrant Shares”) of Vapor Corp., a company incorporated
under the laws of the Delaware (the “Company”), evidenced by Warrant to Purchase Common Stock No. (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 Warrant Shares; and/or


 


____________ a “Cashless Exercise” with respect
to Warrant Shares.


 


In the event of a “Cash Exercise”,
this Exercise Notice and the Aggregate Exercise Price shall be delivered to the Warrant Agent. In the event of a “Cashless
Exercise”, this Exercise Notice shall be delivered to the Company. In the event that the Holder has elected a Cashless Exercise
with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder hereby represents and warrants that
(i) this Exercise Notice was executed by the Holder at                     
[a.m.][p.m.] on the date set forth below and (ii) if applicable, the Closing Bid Price as of such time of execution of this
Exercise Notice was $            .


 


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,
the Holder shall pay the Aggregate Exercise Price in the sum of $________ to the Warrant Agent in accordance with the terms of
the Warrant.


 


3.           Delivery
of Warrant Shares and Net Number of Shares of Common Stock. The Company shall cause the Warrant Agent to deliver to Holder,
or its designee or agent as specified below, shares of Common Stock in respect of the exercise contemplated hereby. Delivery shall
be made to Holder, or for its benefit, to the following address:


 


	 	 
	 	 
	 	 
	 	 


 




    	 	Exhibit A-1	 



     


    

 


	Date:	 
	 	 
	 	 
	Name of Registered Holder	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


	 	Account Number:	 	 
	 	 	 
	 	(if electronic book entry transfer)	 
	 	 	 
	 	Transaction Code	 
	 	Number:	 	 
	 	(if electronic book entry transfer)	 


 




    	 	Exhibit A-2	 



     


    

 


ANNEX A TO EXERCISE NOTICE


 


CASHLESS EXERCISE EXCHANGE CALCULATION


 


TO BE FILLED IN BY THE REGISTERED HOLDER
TO EXCHANGE THIS


WARRANT TO PURCHASE COMMON STOCK FOR
COMMON STOCK IN A


CASHLESS EXERCISE PURSUANT TO SECTION
l(d) OF THE WARRANT


 


Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Warrant. Please see Section 1(d) of the Warrant for the Cashless Exercise
calculation provisions.


 


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


D


 


A =


 


B =


 


C =


 


D=


 


	Date:	 
	 	 
	 	 
	Name of Registered Holder	 
	 	 
	By:	 	 





	Name:	 	 





	Title: 	 	 


 




    	 	Annex A	 



     


    

 


EXHIBIT B


 


ACKNOWLEDGMENT


 


The Company hereby
acknowledges this Exercise Notice and hereby directs Equity Stock Transfer Co. to issue the above indicated number of shares of
Common Stock.


 


	 	VAPOR CORP.
	 	 
	 	By:	 
	 	Name:	Jeffrey E. Holman
	 	Title:	Chief Executive Officer


 




    	 	Exhibit B