WARRANT
AGENT AGREEMENT


 


WARRANT
AGENT AGREEMENT (this “Warrant Agreement”) dated as of ______________, 2019 (the “Issuance Date”)
between Guardion Health Sciences, Inc., a company incorporated under the laws of the State of Delaware (the “Company”),
and VStock Transfer, LLC (the “Warrant Agent”).


 


WHEREAS,
pursuant to the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated ______________,
2019, by and among the Company and Maxim Group, LLC, 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. 333-233067, 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).


 




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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.


 




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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.


 




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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.


 


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 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.


 




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(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.


 


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.


 




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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.


 


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.


 


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, 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.


 




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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 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.


 


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 of
one and one-half percent (1.5%) per month commencing 45 days from the invoice date. 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.


 




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7.4. (a)
In the absence of gross negligence or willful or illegal misconduct on its part, 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.
Any liability of the Warrant Agent will be limited in the aggregate to the amount of fees paid by the Company hereunder. 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.


 


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.


 




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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 VStock Transfer, LLC 18 Lafayette Place, Woodmere, New York 11598,
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. 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 50.1% 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.


 




    	 	-12-	 



    	 



    

 


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.


 


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.


 




    	 	-13-	 



    	 



    

 


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 any of the following markets or exchanges on which the Common Stock is listed or quoted
for trading on the date in question: 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 delivery of the aggregate Exercise Price to 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]


 




    	 	-14-	 



    	 



    

 


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


 


	 	GUARDION
    HEALTH SCIENCES, INC.
	 	 	     
	 	By:	
	 	Name:	
	 	Title:	


 


	 	VSTOCK
    TRANSFER, LLC
	 	 	 
	 	By:	       
	 	Name:	
	 	Title:	


 




    	 	-15-	 



    	 



    

 


ANNEX
A


 


WARRANT
CERTIFICATE REQUEST NOTICE


 




    	 	-16-	 



    	 



    

 


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.]


 


 




    	 	-17-	 



    	 



    

 


EXHIBIT
B


 


AUTHORIZED
REPRESENTATIVES


 


	Name	 	Title	 	Signature
	Michael
    Favish 	 	Chief
    Executive Officer	 	 


 




    	 	-18-