NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.


 


	 	Right to Purchase _____________ shares of Common Stock of BeesFree, Inc. (subject to adjustment as provided herein)


 


COMMON STOCK PURCHASE WARRANT


 


	No. 2013-B-00_	Issue Date: March __, 2013


 


BEESFREE, INC., a corporation
organized under the laws of the State of Nevada (the “Company”), hereby certifies that, for value received,
________________________________ (the “Holder”), address at _________________________________________________,
or its assigns, is entitled, subject to the terms set forth below, to purchase from the Company at any time after the Issue Date
until 5:00 p.m., Eastern Time on the five year anniversary of the Issue Date (the “Expiration Date”), up to
_____________ fully paid and non-assessable shares of Common Stock at a per share purchase price of $1.50. The aforedescribed
purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the “Purchase Price.”
The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. The
Company may reduce the Purchase Price for some or all of the Warrants, temporarily or permanently, provided such reduction applies
equally to all Holders of such Warrants. Capitalized terms used and not otherwise defined herein shall have the meanings set forth
in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of March __, 2013, and entered
into by the Company, the Holder and the other signatories thereto.


 


As used herein the
following terms, unless the context otherwise requires, have the following respective meanings:


 


(a)          The
term “Company” shall mean BeesFree, Inc., a Nevada corporation, and any corporation which shall succeed or assume
the obligations of BeesFree, Inc. hereunder.


 


(b)          The
term “Common Stock” includes (i) the Company’s Common Stock, $0.001 par value per share, as authorized
on the date of the Purchase Agreement, and (ii) any other securities into which or for which any of the securities described in
(i) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


(c)          The
term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or
any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or
shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4
or otherwise.


 




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(d)          The
term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this Warrant.


 


1.          Exercise
of Warrant.


 


1.1.          Number
of Shares Issuable upon Exercise. From and after the Issue Date through and including the Expiration Date, the Holder hereof
shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of Section 1.2 or
upon exercise of this Warrant in part in accordance with Section 1.3, shares of Common Stock of the Company, subject
to adjustment pursuant to Section 4 below.


 


1.2.          Full
Exercise. This Warrant may be exercised in full by the Holder hereof by delivery to the Company of an original or facsimile
copy of the form of subscription attached as Exhibit A hereto (the “Subscription Form”) duly executed
by such Holder, and delivery within two days thereafter of payment, in cash, wire transfer or by certified or official bank check
payable to the order of the Company, in the amount obtained by multiplying the number of shares of Common Stock for which this
Warrant is then exercisable by the Purchase Price then in effect.


 


1.3.          Partial
Exercise. This Warrant may be exercised in part (but not for a fractional share) by delivery of a Subscription Form in the
manner and at the place provided in Section 1.2, except that the amount payable by the Holder on such partial exercise
shall be the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the
Subscription Form by (b) the Purchase Price then in effect. On any such partial exercise, provided the Holder has surrendered
the original Warrant, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a
new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer
taxes) may request, the whole number of shares of Common Stock for which such Warrant may still be exercised. The original Warrant
is not required to be surrendered to the Company until it has been fully exercised.


 


1.4.          Fair
Market Value. For purposes of this Warrant, the Fair Market Value of a share of Common Stock as of a particular date
(the “Determination Date”) shall mean:


 


(a)          If
the Company’s Common Stock is quoted on the NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market,
the New York Stock Exchange or the NYSE AMEX Equities, then the average of the closing sale prices of
the Common Stock for the five (5) trading days immediately prior to (but not including) the Determination Date;


 


(b)          If
the Company’s Common Stock is not traded on an exchange or on the NASDAQ Global Market, NASDAQ Global Select Market, the
NASDAQ Capital Market, the New York Stock Exchange or the NYSE AMEX Equities, but is traded on the OTC Bulletin Board or in any
over-the-counter market maintained by the OTC Markets Group, Inc., then the average of the closing bid and ask prices reported
for the five (5) trading days immediately prior to (but not including) the Determination Date;


 


(c)          Except
as provided in clause (d) below and Section 3.1, if the Company’s Common Stock is not publicly traded, then as
the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing
of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education
and training to pass on the matter to be decided; or


 




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(d)          If
the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common Stock
pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share
in respect of the Common Stock in liquidation under the charter, shall assume for the purposes of this clause (d) that all
of the shares of Common Stock then issuable upon exercise of all of the Warrants are issued and outstanding at the Determination
Date.


 


1.5.          Company
Acknowledgment. The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof, acknowledge
in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after
such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure
shall not affect the continuing obligation of the Company to afford to such Holder any such rights.


 


1.6.          Delivery
of Stock Certificates, etc. on Exercise. The Company agrees that, provided the purchase price listed in the Subscription Form
is received as specified in Section 1.2, the shares of Common Stock purchased upon exercise of this Warrant shall be deemed
to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which delivery
of a Subscription Form shall have occurred and payment made for such shares as aforesaid. As soon as practicable after the exercise
of this Warrant in full or in part, and in any event within five (5) business days thereafter (“Warrant
Share Delivery Date”), the Company at its expense (including the payment by it of any applicable issue taxes)
will cause to be issued in the name of and delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number
of duly and validly issued, fully paid and non-assessable shares of Common Stock (or Other Securities) to which such Holder shall
be entitled on such exercise, together with any other stock or other securities and property (including cash, where applicable)
to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise. No fractional shares of Common
Stock will be issued in connection with any exercise hereof, but in lieu of such fractional shares, the Company shall round the
number of shares to be issued upon exercise up to the nearest whole number of shares. The Company understands
that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in economic loss to the Holder.
As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder
for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount of $100 per business day after the Warrant
Share Delivery Date for each $10,000 of Purchase Price of Warrant Shares for which this Warrant is exercised which are not timely
delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore,
in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect
delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise
by delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective
positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described
above shall be payable through the date notice of revocation or rescission is given to the Company. 


 




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1.7.          Buy-In.
In addition to any other rights available to the Holder, if the Company fails to deliver to a Holder the Warrant Shares as required
pursuant to this Warrant, and the Holder or a broker on the Holder’s behalf, purchases (in an open market transaction or
otherwise) shares of common stock to deliver in satisfaction of a sale by such Holder of the Warrant Shares which the Holder was
entitled to receive from the Company (a “Buy-In”), then the Company shall pay in cash to the Holder (in addition
to any remedies available to or elected by the Holder) the amount by which (A) the Holder’s total purchase price (including
brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the aggregate Purchase Price of the Warrant
Shares required to have been delivered together with interest thereon at a rate of 15% per annum, accruing until such amount
and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For
example, if a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
$10,000 of Purchase Price of Warrant Shares to have been received upon exercise of this Warrant, the Company shall be required
to pay the Holder $1,000, plus interest. The Holder shall provide the Company written notice indicating the amounts payable to
the Holder in respect of the Buy-In.


 


1.8           Rights
as a Stockholder. Unless and until this Warrant is exercised in accordance with the terms hereof, Holder shall not be entitled
to vote or receive distributions or be deemed the holder of Warrant Shares or any other securities of the Company which may at
any time be issuable upon the exercise of this Warrant for any purpose, nor shall anything contained herein be construed to confer
upon Holder, as such, any of the rights of a stockholder of the Company or any right to vote as a stockholder of the Company or
upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issuance of equity securities of the Company, reclassification of equity securities of the Company,
consolidation, merger, transfer of assets or otherwise) or to receive notice of meetings, or to receive distributions or subscription
rights or otherwise unless and until this Warrant is exercised in accordance with the terms hereof.


 


1.9           Holder’s
Exercise Limitations.  The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right
to exercise any portion of this Warrant, pursuant to this Section 1, Section 2 or otherwise, to the extent that after giving effect
to such issuance after exercise as set forth on the applicable Subscription Form, the Holder (together with the Holder’s
affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s affiliates), would beneficially
own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number
of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock
issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of
shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially
owned by the Holder or any of its affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any
other convertible securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by the Holder or any of its affiliates.  Except as set forth in the preceding sentence, for purposes
of this Section 1.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder
that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules
required to be filed in accordance therewith.   To the extent that the limitation contained in this Section 1.9 applies,
the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any
affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission
of a Subscription Form shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable, in each
case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy
of such determination.   In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this
Section 1.9, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares
of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the
case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer
Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Company
shall within two business days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. 
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of
outstanding shares of Common Stock was reported.  The “Beneficial Ownership Limitation” shall be
4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase
or decrease the Beneficial Ownership Limitation provisions of this Section 1.9, provided that the Beneficial Ownership Limitation
in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 1.9 shall continue
to apply.  Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company.
The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms
of this Section 1.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect
to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 




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1.9.          Mandatory
Exercise. Notwithstanding anything to the contrary contained herein, the Company may, at any time, or from time to time, require
the Holder, upon not less than fifteen (15) trading days prior written notice, to exercise this Warrant in whole or in part in
the event (i) the Company’s Common Stock shall be listed for trading on a Principal Market, (ii) the volume weighted average
price of the Common Stock as reported by Bloomberg L.P. for the Principal Market for twenty (20) consecutive trading days was at
least $3.75, (iii) the average daily trading volume of the Common Stock on the Principal Market, as reported by Bloomberg L.P.,
was not less than 50,000 shares for each of such twenty (20) consecutive trading days, (iv) either there is an effective registration
statement covering the resale of the Warrant Shares or the Warrant Shares may be sold without restriction under Rule 144, and (v)
an Event of Default (as defined in that certain 15% Senior Secured Convertible Note of the Company to the Holder of even date herewith)
has not occurred and is continuing. In the event that the Holder does not exercise this Warrant prior to the date prescribed by
the Company (the “Mandatory Exercise Date”), this Warrant shall expire immediately and the Mandatory Exercise
Date shall be deemed to be the “Expiration Date” hereunder.


 


2.          Cashless
Exercise.


 


(a)          Payment
upon exercise may be made at the option of the Holder either in (i) cash, wire transfer or by certified or official bank check
payable to the order of the Company equal to the applicable aggregate Purchase Price, (ii) by delivery of Common Stock issuable
upon exercise of the Warrants in accordance with Section (b) below or (iii) by a combination of any of the foregoing
methods, for the number of shares of Common Stock specified in such form (as such exercise number shall be adjusted to reflect
any adjustment in the total number of shares of Common Stock issuable to the holder per the terms of this Warrant) and the holder
shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common
Stock (or Other Securities) determined as provided herein. Notwithstanding the immediately preceding sentence, payment upon exercise
may be made in the manner described in Section 2(b) below, commencing on the date hereof, but only with respect to Warrant Shares
not included for unrestricted public resale in an effective Registration Statement on the date notice of exercise is given
by the Holder.


 




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(b)          If
the Fair Market Value of one share of Common Stock is greater than the Purchase Price (at the date of calculation as set forth
below), in lieu of exercising this Warrant for cash, the holder may elect to receive shares equal to the value (as determined below)
of this Warrant (or the portion thereof being cancelled) by delivery of a properly endorsed Subscription Form delivered to the
Company by any means described in Section 12, in which event the Company shall issue to the holder a number of shares of
Common Stock computed using the following formula:


 


                                                X=Y (A-B)


                                            A


 


	Where	X=	the number of shares of Common
Stock to be issued to the Holder
	 	 	 
		Y=	the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the
Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation)



 


		A=	Fair Market Value



 


		B=	Purchase Price (as adjusted to the date of such calculation)



 


For purposes of Rule
144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise
transaction in the manner described above shall be deemed to have been acquired by the Holder, and the holding period for the Warrant
Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Purchase Agreement.


 


3.          Adjustment
for Reorganization, Consolidation, Merger, etc.


 


3.1.          Fundamental Transaction. 
If, at any time while this Warrant is outstanding, (A) the Company  effects any merger or  consolidation  of
the Company with or into another entity, other than a merger or consolidation that does not result in
a Change of Control of the Company, (B) the Company effects any sale of all or substantially all of its assets in
one or a series of related transactions to an unrelated third party or parties,  (C) any tender offer
or exchange offer (whether by the Company or another entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange
their shares for other securities, cash or property, (D) the Company consummates a stock purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, or spin-off) with one or more persons
or entities whereby such other persons or entities acquire more than the 50% of the outstanding shares of Common Stock (not including
any shares of Common Stock held by such other persons or entities making or party to, or associated or affiliated with the other
persons or entities making or party to, such stock purchase agreement or other business combination), (E) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become
the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate
Common Stock of the Company, or (F) the Company effects any reclassification of the Common Stock or any compulsory share exchange
pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash
or property (in any such case, a “Fundamental  Transaction”), then, upon any subsequent exercise
of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise
immediately prior to the occurrence of such Fundamental Transaction,  upon exercise of this Warrant, the number
of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and
any additional consideration (the “Alternate Consideration”) receivable upon or as a result of
such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number
of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. For purposes of
any such exercise, the determination of the Purchase Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in
such Fundamental Transaction, and the Company shall apportion the Purchase Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If
holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction.  To the extent necessary to effectuate the foregoing provisions, any
successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with
the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate
Consideration.  The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms
requiring any such successor or surviving entity to comply with the provisions of this Section 3.1 and
insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a
Fundamental Transaction. For the purpose of this Section 3.1, a “Change of Control”
is defined as business transaction or reorganization as a result of which the shareholders of the Company immediately prior to
the transaction or reorganization hold less than a majority of the voting interests of the surviving corporation or other entity
after the transaction or reorganization, or any similar corporate or other reorganization on or after the Issue Date.


 




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3.2.          Continuation
of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred
to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable
to the Other Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding
upon the issuer of any Other Securities, including, in the case of any such transfer, the person acquiring all or substantially
all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant.


 


3.3           Share
Issuance. Until the Expiration Date, if the Company agrees to issue or issues any Common Stock except for the Excepted Issuances
(as defined in the Purchase Agreement), prior to the complete exercise of this Warrant for a consideration less than the Purchase
Price that would be in effect at the time of such issuance, then, and thereafter successively upon each such issuance, the Purchase
Price shall be reduced to such other lower price for then outstanding Warrants. For purposes of this adjustment, the issuance of
any security or debt instrument of the Company carrying the right to convert such security or debt instrument into Common Stock
or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Purchase Price upon the issuance
of the above-described security, debt instrument, warrant, right, or option if such issuance is at a price lower than the Purchase
Price in effect upon such issuance and again at any time upon any actual, permitted, optional, or allowed issuances of shares of
Common Stock upon any actual, permitted, optional, or allowed exercise of such conversion or purchase rights if such issuance is
at a price lower than the Purchase Price in effect upon any actual, permitted, optional, or allowed such issuance. Common Stock
issued or issuable by the Company for no consideration will be deemed issuable or to have been issued for $0.001 per share of Common
Stock. A convertible instrument (including a right to purchase equity of the Company) issued, subject to an original issue or similar
discount or which principal amount is directly or indirectly increased after issuance will be deemed to have been issued for the
actual cash amount received by the Company in consideration of such convertible instrument. The reduction of the Purchase Price
described in this Section 3.3 is in addition to the other rights of the Holder described in the Purchase Agreement. The provisions
of this Section 3.3 shall no longer apply ninety (90) days following such date that all of the Holder’s Registrable Securities
are either included for resale in an effective registration statement or are eligible for resale without restriction pursuant to
Rule 144(b)(1)(i) of the 1933 Act, or a combination thereof.


 




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4.          Extraordinary
Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of Common Stock as a dividend
or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine
its outstanding shares of the Common Stock into a smaller number of shares of Common Stock, then, in each such event, the Purchase
Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator
of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall
thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon
the happening of any successive event or events described herein in this Section 4. The number of shares of Common
Stock that the Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted to a number
determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section
4) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but for
the provisions of this Section 4) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such
exercise.


 


5.          Certificate
as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable
on the exercise of the Warrants or the Purchase Price, the Company at its expense will promptly cause its Chief Financial Officer
or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare
a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment
is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of
Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common
Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares of
Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder
of the Warrant and any Warrant Agent of the Company (appointed pursuant to Section 9 hereof). Holder will be entitled
to the benefit of the adjustment regardless of the giving of such notice. The timely giving of such notice to Holder is a material
obligation of the Company.


 


6.          Reservation
of Stock, etc. Issuable on Exercise of Warrant; Financial Statements. The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to
time issuable on the exercise of the Warrant. This Warrant entitles the Holder hereof, upon written request, to receive copies
of all financial and other information distributed or required to be distributed to the holders of the Company’s Common Stock.


 




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7.          Assignment;
Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby,
may be transferred by any registered holder hereof (a “Transferor”). On the surrender for exchange of this Warrant,
with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement
Form”) and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant
will be in compliance with applicable securities laws, the Company will issue and deliver to or on the order of the Transferor
thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor
Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number
of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.


 


8.          Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or
security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation
of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


9.          Warrant
Agent. The Company may, by written notice to the Holder of the Warrant, appoint an agent (a “Warrant Agent”)
for the purpose of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1
or Section 2, exchanging this Warrant pursuant to Section 7, and replacing this Warrant pursuant to Section 8,
or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office
by such Warrant Agent.


 


10.         Transfer
on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the registered
holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


11.         Registration
Rights. The Holder of this Warrant has been granted certain registration rights by the Company. These registration rights are
set forth in the Purchase Agreement. The terms of the Purchase Agreement and such registration rights are incorporated herein by
this reference.


 


12.         Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: if to the Company, to: BeesFree, Inc., 2101 Vista Parkway, Suite 4033,
West Palm Beach, Florida 33411, Fax: (561) 623-5465, and (ii) if to the Holder, to the address and facsimile number listed
on the first paragraph of this Warrant.


 




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13.         Law
Governing This Warrant. This Warrant shall be governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Warrant shall be brought only in the state courts of New York or in the federal courts located in the state
and county of New York. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.
The Company and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable
attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection
herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative
to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision
of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any
suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


[-Signature Page Follows-]


 




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IN WITNESS WHEREOF,
the Company has executed this Warrant as of the date first written above.


 


	 	
        BEESFREE, INC. 

         

	 	By:	 
	 	 	Name: David W. Todhunter
	 	 	Title: Chief Executive Officer


 




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EXHIBIT A


 


FORM OF SUBSCRIPTION


(to be signed only on exercise of Warrant)


 


TO: BEESFREE, INC.


 


The undersigned, pursuant to the provisions
set forth in Warrant (No.____________), hereby irrevocably elects to purchase (check applicable box):


 


___________ shares of the Common Stock
covered by such Warrant; or


 


		___	shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set
forth in Section 2(b) of the Warrant.



 


The undersigned herewith makes payment
of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment
takes the form of (check applicable box or boxes):


 


___$__________ in lawful money of the
United States; and/or


 


		___	the cancellation of such number of shares of Common Stock as is necessary, in accordance with the
formula set forth in Section 2 of the Warrant, to exercise this Warrant with respect to the maximum number of shares of Common
Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2.



 


After application of the cashless exercise
feature as described above, _____________ shares of Common Stock are required to be delivered pursuant to the instructions below.


 


The undersigned requests that the certificates
for such shares be issued in the name of, and delivered to __________________________________________ whose address is ___________________________
__________________ .


 


The undersigned represents and warrants
that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant
to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant
to an exemption from registration under the Securities Act.


 


	Dated:	 	 	 
	 	 	 	(Signature must conform to name of holder as specified on the face of the Warrant)
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	(Address)




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EXHIBIT B


 


FORM OF TRANSFEROR ENDORSEMENT


(To be signed only on transfer of Warrant)


 


For value received, the
undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the
right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of BEESFREE, INC. to which
the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on
the books of BEESFREE, INC. with full power of substitution in the premises.


 


	Transferees	 	Percentage Transferred	 	Number Transferred	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


  


	Dated:  ___________________, ________	 	 	 
	 	 	 	(Signature must conform to name of holder as specified on the face of the warrant)
	Signed in the presence of:	 	 	 
	 	 	 	 
	 	 	 	 
	(Name)	 	 	 
	 	 	 	 
	 	 	 	(address)
	ACCEPTED AND AGREED:	 	 	 
	[TRANSFEREE]	 	 	 
	 	 	 	 
	 	 	 	(address)
	 	 	 	 
	(Name)