Exhibit 4.1


 


WARRANT AGENT AGREEMENT


 


WARRANT AGENT AGREEMENT (this “Warrant
Agreement”) dated as of ______________, 2019 (the “Issuance Date”) between Nutriband Inc., a company
incorporated under the laws of the State of Nevada (the “Company”), and American Stock Transfer & Trust
Company, LLC (the “Warrant Agent”).


 


WHEREAS, pursuant to the terms of that
certain Underwriting Agreement (“Underwriting Agreement”), dated ______________, 2019, by and among the Company
and Aegis Capital Corp., as representatives of the underwriters set forth therein, the Company is engaged in a public offering
(the “Offering”) of up to _______________ shares (the “Shares”) of common stock, par value
$0.001 per share (the “Common Stock”) of the Company, up to _______________ Warrants (the “Warrants”),
to purchase shares of Common Stock (the “Warrant Shares”), and pre-funded warrants (the “Pre-Funded
Warrants”) to purchase shares of Common Stock (“Pre-Funded Warrant Shares”) in lieu of shares of Common
Stock to certain investors who would otherwise result in beneficially owning more than 4.99% (or, at the election of the holder,
9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Offering, including Shares
and Warrants issuable pursuant to the underwriters’ over-allotment option;


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “Commission”) a Registration Statement, No. 333-232370, on Form S-1
(as the same may be amended from time to time, the “Registration Statement”), for the registration under the
Securities Act of 1933, as amended (the “Securities Act”), of the Shares, Warrants, Warrant Shares, Pre-Funded
Warrants and Pre-Funded Warrant Shares, and such Registration Statement was declared effective on ________________, 2019;


 


WHEREAS, the Company desires the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set forth in this
Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;


 


WHEREAS, the Company desires to provide
for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation
of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things have been
done and performed which are necessary to make the Warrants the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Warrant Agreement.


 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the Warrants, and the Warrant Agent
hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in
this Warrant Agreement (and no implied terms or conditions).


 


2. Warrants. The Warrants shall
be registered securities and shall initially be evidenced by a global certificate (“Global Certificate”) in
the form of Exhibit A to this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for
The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee of DTC. If DTC
subsequently ceases to make its book-entry settlement system available for the Warrants, the Company shall instruct the Warrant
Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it
is no longer necessary to have the Warrants available in, book-entry form, the Company shall instruct the Warrant Agent to provide
written instructions to DTC to deliver to the Warrant Agent for cancellation the Global Certificate, and the Company shall instruct
the Warrant Agent to deliver to DTC separate certificates evidencing Warrants (“Definitive Certificates” and,
together with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system.
The Warrants, together with the form of election to purchase Common Stock (the “Notice of Election”) and the
form of assignment to be printed on the reverse thereof, whether a Definitive Certificate or a Global Certificate, shall be substantially
in the form of Exhibit A hereto.


 






     


     


    

 


2.1. Issuance and
Registration of Warrants.


 


2.1.1. Warrant Register.
The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the
registration of transfer of the Warrants.


 


2.1.2. Issuance of
Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificate and deliver the Warrants
in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company.
Ownership of security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through,
records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”).
A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate
Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such
Holder’s Warrants held in book entry form for a Definitive Certificate evidencing the same number of Warrants, which request
shall be in the form attached hereto as Annex A (a “Warrant Certificate Request Notice” and the date
of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date”
and the actual surrender upon delivery by the Holder of a number of Warrants for the same number of Warrants evidenced by a Definitive
Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly
issue and deliver to the Holder a Definitive Certificate for such number of Warrants in the name set forth in the Warrant Certificate
Request Notice. Such Definitive Certificate shall be dated the original issue date of the Warrants and shall be manually executed
by an authorized signatory of the Warrant Agent. In connection with a Warrant Exchange, the Company agrees to deliver, or to direct
the Warrant Agent to deliver, the Definitive Certificate to the Holder within two (2) Business Days of the Warrant Certificate
Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery
Date”). If the Company fails for any reason to deliver to the Holder the Definitive Certificate subject to the Warrant
Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated
damages and not as a penalty, for each $1,000 of shares of common stock underlying the Warrants evidenced by such Definitive Certificate
(based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Business
Day (increasing to $20 per Business Day on the fifth Business Day after such liquidated damages begin to accrue) for each Business
Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant
Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event,
be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the
Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder
shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein,
the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced
by such Definitive Certificate and the terms of this Agreement. In the event a beneficial owner requests a Warrant Exchange, upon
issuance of the paper Definitive Certificate, the Warrant Agent shall continue to act as warrant agent and the terms of the paper
Definitive Certificate so issued shall exclusively govern in respect thereof.


 


2.1.3. Beneficial
Owner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent shall
deem and treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”)
as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification,
proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any
Warrant. The rights of beneficial owners in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or a
Participant through the DTC system, except to the extent set forth herein or in the Global Certificate.


 


2.1.4. Execution.
The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized
Officer”), which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by
facsimile signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need
not be the same signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless
so countersigned. In case any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized
Officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates,
nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person
who signed such Warrant Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed
on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized
Officer of the Company authorized to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement
any such person was not such an Authorized Officer.


 






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2.1.5. Registration
of Transfer. Subject to the provisions of the Warrant, at any time at or prior to the Expiration Date (as defined below), a
transfer of any Warrants may be registered and any Warrant Certificate or Warrant Certificates may be split up, combined or exchanged
for another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant
Certificates surrendered. Any Holder desiring to register the transfer of Warrants or to split up, combine or exchange any Warrant
Certificate shall make such request in writing delivered to the Warrant Agent, and shall surrender to the Warrant Agent the Warrant
Certificate or Warrant Certificates evidencing the Warrants the transfer of which is to be registered or that is or are to be split
up, combined or exchanged and, in the case of registration of transfer, shall provide a signature guarantee. Thereupon, the Warrant
Agent shall countersign and deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may
be, as so requested. The Company and the Warrant Agent may require payment, by the Holder requesting a registration of transfer
of Warrants or a split-up, combination or exchange of a Warrant Certificate (but, for purposes of clarity, not upon the exercise
of the Warrants and issuance of Warrant Shares to the Holder), of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with such registration of transfer, split-up, combination or exchange, together with reimbursement
to the Company and the Warrant Agent of all reasonable expenses incidental thereto.


 


2.1.6. Loss, Theft
and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory
to them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of
indemnity or security in customary form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable expenses
incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant
Agent shall, on behalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder in lieu of
the Warrant Certificate so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative fee
for processing the replacement of lost Warrant Certificates, which shall be charged only once in instances where a single surety
bond obtained covers multiple certificates. The Warrant Agent may receive compensation from the surety companies or surety agents
for administrative services provided to them. The Company agrees to secure a bond on behalf of the Holder in connection with the
replacement of such Warrant Certificates, if requested by the Warrant Agent.


 


2.1.7. Proxies.
The Holder of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial holders
that may own interests through the Participants, to take any action that a Holder is entitled to take under this Agreement or the
Warrants; provided, however, that at all times that Warrants are evidenced by a Global Certificate, exercise of those
Warrants shall be effected on their behalf by Participants through DTC in accordance the procedures administered by DTC.


 


3. Terms and Exercise of Warrants.


 


3.1. Exercise Price.
Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant Agreement,
to purchase from the Company the number of shares of Common Stock stated therein, at the price of $______ per whole share, subject
to the subsequent adjustments provided by Section 3 of the Warrant Certificate. The term “Exercise Price” as
used in this Warrant Agreement refers to the price per share at which shares of Common Stock may be purchased at the time a Warrant
is exercised.


 


3.2. Duration of
Warrants. Warrants may be exercised only during the period (“Exercise Period”) commencing on the Issuance
Date and terminating at 5:00 P.M., Eastern Standard Time (the “close of business”) on ____________, 2024 (“Expiration
Date”). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and
all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date.


 






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3.3. Exercise of
Warrants.


 


3.3.1. Exercise and
Payment. (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant
acting on behalf of a Holder) may exercise Warrants by delivering to the Warrant Agent, a duly executed facsimile copy or PDF copy
submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed to the Warrant Certificate. In the case
of the Holder of a Global Certificate, the Holder shall deliver the executed Notice of Exercise and payment of the Exercise Price
pursuant to Section 2(b) of the Warrant Certificate (other than in the case of a Cashless Exercise). Notwithstanding any other
provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Certificate held
in book-entry form through the DTC (or another established clearing corporation performing similar functions), shall effect exercises
by delivering to the DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying
with the procedures to effect exercise that are required by the DTC (or such other clearing corporation, as applicable). The Company
acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement
will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent
risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest
on any deposits or Exercise Price. The “Exercise Date” will be the date on which the materials in the foregoing
sentence are received by the Warrant Agent (if by 5:00 P.M., New York City time), or the following Trading Day (if after 5:00 P.M.,
New York City time), regardless of any earlier date written on the materials. If the materials discussed in this Section 3.3.1
are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered
to the Company will be returned to the Holder or Participant, as the case may be, as soon as practicable. In no event will interest
accrue on any funds deposited with the Company in respect of an exercise or attempted exercise of the Warrants.


 


3.3.2. Issuance of Warrant Shares.


 


(a) The Warrant Agent shall, by 11:00 a.m.,
New York City time, on the Trading Day following the date of exercise of any Warrant, advise the Company, the transfer agent and
registrar (if any) for the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated on the Notice
of Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant,
as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants
that remain outstanding after such exercise and (iii) such other information as the Company or such transfer agent and registrar
shall reasonably request.


 


(b) Upon the Warrant Agent’s receipt,
at or prior to the Close of Business on the Termination Date set forth in a Warrant Certificate, of the executed Notice of Exercise,
accompanied by payment of the Exercise Price pursuant to Section 2(b) of the Warrant Certificate (other than in the case of a Cashless
Exercise) , the Warrant Agent shall cause the Warrant Shares underlying such Warrant to be delivered to or upon the order of the
Holder of such Warrant, registered in such name or names as may be designated by such Holder, no later than the Warrant Share Delivery
Date. If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration
statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being
exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder


 


3.3.3. Valid Issuance.
All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreement shall
be validly issued, fully paid and non-assessable.


 


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


 


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


 






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3.3.6. Date of Issuance.
The Company will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the date of exercise of any Warrant,
except that, if such date of exercise is a date when the stock transfer books of the Company are closed, such person shall be deemed
to have become the holder of such shares at the open of business on the next succeeding date on which the stock transfer books
are open.


 


3.3.7. Cashless Exercise
Under Certain Circumstances. The Company shall provide to the Warrant Agent and each Holder prompt written notice of any time
that there is no effective registration statement covering the Warrants and the Warrant Shares thereunder, and each time during
the Cashless Period (as defined in the Warrant) if the VWAP (as defined in the Warrant) of the Common Stock on any Trading Day
during the Cashless Period fails to exceed the Exercise Price in effect as of the date hereof.


 


Upon receipt of a Notice of Exercise for
a cashless exercise, the Warrant Agent will promptly deliver a copy of the Notice of Exercise to the Company to confirm the number
of Warrant Shares issuable in connection with the cashless exercise. The Company shall promptly calculate and transmit to the Warrant
Agent in a written notice, and the Warrant Agent shall have no duty, responsibility or obligation under this section to calculate,
the number of Warrant Shares issuable in connection with any cashless exercise. The Warrant Agent shall be entitled to rely conclusively
on any such written notice provided by the Company, and the Warrant Agent shall not be liable for any action taken, suffered or
omitted to be taken by it in accordance with such written instructions or pursuant to this Warrant Agreement.


 


3.3.8. 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
issuable in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares that are
not disputed.


 


3.3.9. Beneficial
Ownership Limitation. A Holder shall not have the right to exercise any Warrants to the extent that after giving effect to
the issuance of Warrant Shares after exercise as set forth on the applicable Notice of Exercise, such Holder or a person holding
through such Holder, and any other persons acting as a group together with that Holder or person or any of that Holder’s
or person’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as that term is defined
in the Warrant) pursuant to Section 2(e) of the Warrant Certificate. It is the responsibility of the Holder to comply with the
Holder’s Beneficial Ownership Limitation; and neither the Transfer Agent nor the Company shall have responsibility to monitor
a Holder’s beneficial ownership.


 


4. Adjustments. The Exercise Price,
the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time
as provided in Section 3 of the Warrant Certificate. All Warrants originally issued by the Company subsequent to any adjustment
made to the Exercise Price pursuant to the Warrant shall evidence the right to purchase, at the adjusted Exercise Price, the number
of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants without any change in the Warrant
Certificate, all subject to further adjustment as provided herein. Whenever the Exercise Price or the number of shares of Common
Stock issuable upon the exercise of each Warrant is adjusted as provided in this Section 4, the Company shall (a) promptly prepare
a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for
such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate
and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant.


 


5. Restrictive Legends; Fractional Warrants.
In the event that a Warrant Certificate surrendered for transfer bears a restrictive legend, the Warrant Agent shall not register
that transfer until the Warrant Agent has received an opinion of counsel for the Company, which counsel may rely upon the opinion
of counsel for the Holder, stating that such transfer may be made and indicating whether the Warrants must also bear a restrictive
legend upon that transfer. The Company shall not issue fractions of Warrants or distribute a Global Warrant or Warrant Certificates
that evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the
actual issuance or distribution shall reflect a rounding of such fraction either up or down to the nearest whole Warrant. The Warrant
Agent shall not be required to effect any registration of transfer or exchange which will result in the transfer of or delivery
of a Warrant Certificate for a fraction of a Warrant. The Company shall not issue fractions of shares of Common Stock upon exercise
of Warrants or distribute stock certificates that evidence fractional shares of Common Stock. Whenever any fraction of a share
of Common Stock would otherwise be required to be issued or distributed, the actual issuance or distribution in respect thereof
shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.


 






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6. Other Provisions Relating to Rights
of Holders of Warrants.


 


6.1. No Rights as
Stockholder. Except as otherwise specifically provided herein and in accordance with Section 5(a) of the Warrant Certificate,
a Holder, solely in its capacity as a holder of Warrants, 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 Agreement be construed to confer
upon a Holder, solely in its capacity as the registered holder of Warrants, 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 share capital, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription
rights or rights to participate in new issues of shares, 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 Warrants.


 


6.2. Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of
Common Stock pursuant to Section 5(d) of the Warrant Certificate.


 


7. Concerning the Warrant Agent and
Other Matters.


 


7.1. Any instructions
given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing by the
Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected
for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received
in accordance with this Section 7.1.


 


7.2. (a) Whether or
not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company shall pay
to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s
out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the reasonable fees and expenses
of the Warrant Agent’s counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external)
at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal
processing and use of the Warrant Agent’s billing systems.


 


(b) All amounts owed
by the Company to the Warrant Agent under this Warrant Agreement are due within 30 days of the invoice date. Delinquent payments
are subject to a late payment charge in accordance with the Company’s agreement with the Warrant Agent. The Company agrees
to reimburse the Warrant Agent for any reasonable attorney’s fees and any other costs associated with collecting delinquent
payments.


 


(c) No provision of
this Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties under this Warrant Agreement or in the exercise of its rights.


 






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7.3. As agent for the
Company hereunder the Warrant Agent: (a) shall have no duties or obligations other than those specifically set forth herein or
as may subsequently be agreed to in writing by the Warrant Agent and the Company; (b) shall be regarded as making no representations
and having no responsibilities as to the validity, sufficiency, value, or genuineness of the Warrants or any Warrant Shares; (c)
shall not be obligated to take any legal action hereunder; if, however, the Warrant Agent determines to take any legal action hereunder,
and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required
to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and shall be fully authorized
and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile
transmission or other document or security delivered to the Warrant Agent and believed by it to be genuine and to have been signed
by the proper party or parties; (f) shall not be liable or responsible for any recital or statement contained in the Registration
Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part of the Company
to comply with any of its covenants and obligations relating to the Warrants, including without limitation obligations under applicable
securities laws; (h) may rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic
or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing
or qualifying any such actions) of officers of the Company, and is hereby authorized and directed to accept instructions with respect
to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice
or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any
delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company
may, at the option of the Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this
Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Warrant Agent
shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application
on or after the date specified in such application (which date shall not be less than five business days after the date such application
is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such
action, the Warrant Agent shall have received written instructions in response to such application specifying the action to be
taken or omitted; (i) may consult with counsel satisfactory to the Warrant Agent, including its in-house counsel, and the advice
of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by
it hereunder in good faith and in accordance with the advice of such counsel; (j) may perform any of its duties hereunder either
directly or by or through nominees, correspondents, designees, or subagents, and it shall not be liable or responsible for any
misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it
in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or
soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other
than the United States of America or any political subdivision thereof.


 


7.4. (a) In the absence
of gross negligence or willful or illegal misconduct on its part or a violation by the Warrant Agent of the provisions of this
Agreement, the Warrant Agent shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment
made by it in the performance of its duties under this Warrant Agreement. Anything in this Warrant Agreement to the contrary notwithstanding,
in no event shall Warrant Agent be liable for special, indirect, incidental, consequential or punitive losses or damages of any
kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the possibility of such
losses or damages and regardless of the form of action. The Warrant Agent shall not be liable for any failures, delays or losses,
arising directly or indirectly out of conditions beyond its reasonable control including, but not limited to, acts of government,
exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil disobedience, riots, rebellions,
storms, electrical or mechanical failure, computer hardware or software failure, communications facilities failures including telephone
failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences. (b) In the event any question or
dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties under this Warrant
Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be held liable
or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may file
a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction,
binding on all persons interested in the matter which is no longer subject to review or appeal, or settled by a written document
in form and substance satisfactory to Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant
Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the
Holders and all other persons that may have an interest in the settlement.


 


7.5. The Company covenants
to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”)
arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses
of defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a
result of the Warrant Agent’s gross negligence or willful misconduct.


 






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7.6. Unless terminated
earlier by the parties hereto, this Agreement shall terminate 90 days after the earlier of the Expiration Date and the date on
which no Warrants remain outstanding (the “Termination Date”). On the business day following the Termination
Date, the Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement.
The Agent’s right to be reimbursed for fees, charges and out-of-pocket expenses as provided in this Section 7 shall survive
the termination of this Warrant Agreement.


 


7.7. If any provision
of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall be construed
and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties to it to the
full extent permitted by applicable law.


 


7.8. The Company represents
and warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation; (b) the
offer and sale of the Warrants and the execution, delivery and performance of all transactions contemplated thereby (including
this Warrant Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute
a default under the articles of association, bylaws or any similar document of the Company or any indenture, agreement or instrument
to which it is a party or is bound; (c) this Warrant Agreement has been duly executed and delivered by the Company and constitutes
the legal, valid, binding and enforceable obligation of the Company; (d) the Warrants will comply in all material respects with
all applicable requirements of law; and (e) to the best of its knowledge, there is no litigation pending or threatened as of the
date hereof in connection with the offering of the Warrants.


 


7.9. In the event of
inconsistency between this Warrant Agreement and the descriptions in the Registration Statement, as they may from time to time
be amended, the terms of this Warrant Agreement shall control.


 


7.10. Set forth in
Exhibit B hereto is a list of the names and specimen signatures of the persons authorized to act for the Company under this
Warrant Agreement (the “Authorized Representatives”). The Company shall, from time to time, certify to you the
names and signatures of any other persons authorized to act for the Company under this Warrant Agreement.


 


7.11. Except as expressly
set forth elsewhere in this Warrant Agreement, all notices, instructions and communications under this Agreement shall be in writing,
shall be effective upon receipt and shall be addressed, if to the Company, to its address set forth beneath its signature to this
Agreement, or, if to the Warrant Agent, to American Stock Transfer & Trust Company, LLC, 6201 15th Ave, Brooklyn, NY 11219,
or to such other address of which a party hereto has notified the other party.


 


7.12. (a) This Warrant
Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedings
relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough
of Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents
that any service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its
address last specified for notices hereunder. Each of the parties hereto hereby waives the right to a trial by jury in any action
or proceeding arising out of or relating to this Warrant Agreement. (b) This Warrant Agreement shall inure to the benefit of and
be binding upon the successors and assigns of the parties hereto. This Warrant Agreement may not be assigned, or otherwise transferred,
in whole or in part, by either party without the prior written consent of the other party, which the other party will not unreasonably
withhold, condition or delay; except that (i) consent is not required for an assignment or delegation of duties by Warrant Agent
to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation, sale of assets or other form of business
combination by Warrant Agent or the Company shall not be deemed to constitute an assignment of this Warrant Agreement. (c) No provision
of this Warrant Agreement may be amended, modified or waived, except in a written document signed by both parties in the case of
an amendment or modification or by the party granting the waiver in the case of a waiver. The Company and the Warrant Agent may
amend or supplement this Warrant Agreement without the consent of any Holder for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to
matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties determine,
in good faith, shall not adversely affect the interest of the Holders. All other amendments and supplements shall require the vote
or written consent of Holders of at least a majority of the then outstanding Warrants, provided that adjustments may be made to
the Warrant terms and rights in accordance with Section 4 without the consent of the Holders.


 






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7.13. Payment of
Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may, pursuant to
the terms of the Warrant, require the Holders to pay any transfer taxes in respect of the Warrants or such shares. The Warrant
Agent may refrain from registering any transfer of Warrants or any delivery of any Warrant Shares unless or until the persons requesting
the registration or issuance shall have paid to the Warrant Agent for the account of the Company the amount of such tax or charge,
if any, or shall have established to the reasonable satisfaction of the Company and the Warrant Agent that such tax or charge,
if any, has been paid.


 


7.14. Resignation
of Warrant Agent.


 


7.14.1. Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company and the
Holders of the Warrants, or such shorter period of time agreed to by the Company. The Company may terminate the services of the
Warrant Agent, or any successor Warrant Agent, after giving thirty (30) days’ notice in writing to the Warrant Agent or successor
Warrant Agent and the Holders of the Warrants, or such shorter period of time as agreed. If the office of the Warrant Agent becomes
vacant by resignation, termination or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant
Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has
been notified in writing of such resignation or incapacity by the Warrant Agent, then the Warrant Agent or any Holder may apply
to any court of competent jurisdiction for the appointment of a successor Warrant Agent at the Company’s cost. Pending appointment
of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried
out by the Company. Any successor Warrant Agent (but not including the initial Warrant Agent), whether appointed by the Company
or by such court, shall be a person organized and existing under the laws of any state of the United States of America, in good
standing, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal
or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities,
duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without
any further act or deed, and except for executing and delivering documents as provided in the sentence that follows, the predecessor
Warrant Agent shall have no further duties, obligations, responsibilities or liabilities hereunder, but shall be entitled to all
rights that survive the termination of this Warrant Agreement and the resignation or removal of the Warrant Agent, including but
not limited to its right to indemnity hereunder. If for any reason it becomes necessary or appropriate or at the request of the
Company, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to
such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


7.14.2. Notice of
Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to
the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


7.14.3. Merger or
Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which it may be
consolidated or any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party or
any person succeeding to the shareowner services business of the Warrant Agent or any successor Warrant Agent shall be the successor
Warrant Agent under this Warrant Agreement, without any further act or deed. For purposes of this Warrant Agreement, “person”
shall mean any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust or other
entity, and shall include any successor (by merger or otherwise) thereof or thereto.


 


8. Miscellaneous Provisions.


 


8.1. Persons Having
Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of
the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the
parties hereto and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof.


 






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8.2. Examination
of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the
Warrant Agent designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require
any such holder to provide reasonable evidence of its interest in the Warrants.


 


8.3. Counterparts.
This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


8.4. Effect of Headings.
The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation
thereof.


 


9. Certain Definitions. As used
herein, the following terms shall have the following meanings:


 


(a) “Business Day” means
any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking
institutions in the State of New York are authorized or required by law or other governmental action to close.


 


(b) “Standard Settlement Period”
means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with
respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.


 


(c) “Trading Day” means
any day on which the Common Stock is traded on the Trading Market.


 


(d) “Trading Market”
means the principal market on which the Common Stock is traded; provided, that if the Common Stock is listed on any of the following
markets or exchanges, such market shall be the Trading Market: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global
Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).


 


(e) “Warrant Share Delivery Date”
means the date that is the earliest of: (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii)
one (1) Trading Day after receipt of the aggregate Exercise Price by the Company and (iii) the number of Trading Days comprising
the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, all subject to receipt of any cash
payments required by the Holder.


 


[Signature Page to Follow]


 




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IN WITNESS WHEREOF,
this Warrant Agent Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	NUTRIBAND, INC.
	 	 	 
	 	By:	                              
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




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ANNEX A


 


WARRANT CERTIFICATE REQUEST NOTICE


 




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EXHIBIT A


 


FORM OF WARRANT CERTIFICATE


 


[TO
BE INCLUDED IN THE GLOBAL CERTIFICATE]


 


[Unless
this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name
of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede
& Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]


 




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EXHIBIT B


 


AUTHORIZED REPRESENTATIVES


 


	Name	 	Title	 	Signature
	Gareth Sheridan 	 	Chief Executive Officer	 	 


 


 




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