Exhibit 4.2


 


EXECUTION VERSION


 


WARRANT


 


THE SECURITIES REPRESENTED BY THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF
COUNSEL IN GENERALLY ACCEPTABLE FORM THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS
SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


 


KONA GOLD SOLUTIONS, INC.


 


Warrant To Purchase Common Stock


 


	Warrant No.: KGKG 1-1	Number of Shares:	20,000,000
	 	Warrant Exercise Price:	$0.05
	 	Expiration Date:	May 14, 2023


 


Date of Issuance: May 14, 2020


 


Kona Gold Solutions, Inc., a Delaware corporation
(the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, YAII, PN, Ltd. (the “Holder”), the registered holder hereof or its permitted
assigns, is entitled, subject to the terms set forth below, to purchase from the Company upon surrender of this Warrant, at any
time or times on or after the date hereof, but not after 11:59 P.M. Eastern Time on the Expiration Date (as defined herein)
up to 20,000,000 fully paid and nonassessable shares of Common Stock (as defined herein) of the Company (the “Warrant
Shares”) at the exercise price per share provided in Section 1(b) below or as subsequently adjusted; provided, however,
that in no event shall the holder be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number
of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially
owned by the holder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such exercise, except
within 60 days of the Expiration Date (however, such restriction may be waived by Holder (but only as to itself and not to any
other holder) upon not less than 65 days prior notice to the Company). For purposes of the foregoing proviso, the aggregate 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 the determination of such proviso is being made, but shall exclude
shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned
by the holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities
of the Company beneficially owned by the holder and its affiliates (including, without limitation, any convertible notes or preferred
stock) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the
preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended. For purposes of this Warrant, 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 (1) the Company’s most
recent report with the OTC Markets Group Inc., or, if the Company files periodic reports with the Securities and Exchange Commission,
Form 10-Q or Form 10-K, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the
Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of any holder,
the Company shall promptly, but in no event later than 1 Business Day following the receipt of such notice, confirm in writing
to any such 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 exercise of Warrants (as defined below) by such holder and its affiliates
since the date as of which such number of outstanding shares of Common Stock was reported.


 




     


     


    

 


Section 1.


 


(a)          This
Warrant is issued pursuant to the Securities Purchase Agreement (“Securities Purchase Agreement”) dated the
date hereof between the Company and YAII PN, Ltd. or issued in exchange or substitution thereafter or replacement thereof. Each
Capitalized term used, and not otherwise defined herein, shall have the meaning ascribed thereto in the Securities Purchase Agreement.


 


(b)          Definitions.
The following words and terms as used in this Warrant shall have the following meanings:


 


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


 


(ii)         “Closing
Bid Price” means the closing bid price (or closing trade if there is no closing bid price) of Common Stock as quoted
on the Principal Market (as reported by Bloomberg, LP (“Bloomberg”) through its “Volume at Price”
function).


 


(iii)        “Common
Stock” means (i) the Company’s common stock, par value $0.00001 per share, and (ii) any capital stock
into which such Common Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock.


 


(iv)        “Event
of Default” means an event of default under the Securities Purchase Agreement or the Convertible Debenture issued in
connection therewith.


 


(v)         
“Expiration Date” means the date set forth on the first page of this Warrant.


 




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(vi)        “Issuance
Date” means the date hereof.


 


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


 


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


 


(ix)         “Primary
Market” means the OTC Markets’ OTCQB® Venture Market.


 


(x)          “Securities
Act” means the Securities Act of 1933, as amended.


 


(xi)         “Warrant”
means this Warrant and all Warrants issued in exchange, transfer or replacement thereof.


 


(xii)        “Warrant
Exercise Price” shall be $0.05 or as subsequently adjusted as provided in Section 8 hereof.


 


(c)          Other
Definitional Provisions.


 


(i)          Except
as otherwise specified herein, all references herein (A) to the Company shall be deemed to include the Company’s successors
and (B) to any applicable law defined or referred to herein shall be deemed references to such applicable law as the same
may have been or may be amended or supplemented from time to time.


 


(ii)         When
used in this Warrant, the words “herein”, “hereof”, and “hereunder”
and words of similar import, shall refer to this Warrant as a whole and not to any provision of this Warrant, and the words “Section”,
“Schedule”, and “Exhibit” shall refer to Sections of, and Schedules and Exhibits to, this
Warrant unless otherwise specified.


 


(iii)        Whenever
the context so requires, the neuter gender includes the masculine or feminine, and the singular number includes the plural, and
vice versa.


 


Section 2.          Exercise
of Warrant.


 


(a)          Subject
to the terms and conditions hereof, this Warrant may be exercised by the holder hereof then registered on the books of the Company,
pro rata as hereinafter provided, at any time on any Business Day on or after the opening of business on such Business Day, commencing
with the first day after the date hereof, and prior to 5:00 P.M. Eastern Time on the Expiration Date (i) by delivery of a written
notice, in the form of the subscription notice attached as Exhibit A hereto (the “Exercise Notice”),
of such holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, payment
to the Company of an amount equal to the Warrant Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied
by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to which this Warrant is being exercised (plus
any applicable issue or transfer taxes) (the “Aggregate Exercise Price”) in cash or wire transfer of immediately
available funds and the surrender of this Warrant (or an indemnification undertaking with respect to this Warrant in the case of
its loss, theft or destruction) to a common carrier for overnight delivery to the Company or (ii) if at the time of exercise, the
Warrant Shares are not subject to an effective registration statement or if an Event of Default has occurred and is continuing,
by delivering an Exercise Notice and in lieu of making payment of the Aggregate Exercise Price in cash or wire transfer, elect
instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following
formula (the “Cashless Exercise”):


 




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Net Number = (A x B) – (A x C)


B


 


For purposes of the foregoing formula:


 


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


 


B = the Closing Bid Price of the Common
Stock on the date of exercise of the Warrant.


 


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


 


In the event of any exercise
of the rights represented by this Warrant in compliance with this Section 2, the Company shall on or before the 3rd
Business Day following the date of receipt of the Exercise Notice, the Aggregate Exercise Price and this Warrant (or an indemnification
undertaking with respect to this Warrant in the case of its loss, theft or destruction) and the receipt of the representations
of the holder specified in Section 6 hereof, if requested by the Company (the “Exercise Delivery Documents”),
and if the Warrant Shares are subject to an effective and current Registration Statement and the Common Stock is DTC eligible,
credit such aggregate number of shares of Common Stock to which the holder shall be entitled to the holder’s or its designee’s
balance account with The Depository Trust Company; provided, however, if the holder who submitted the Exercise Notice
requested physical delivery of any or all of the Warrant Shares, or, if the Warrant Shares are not subject to an effective and
current Registration Statement and the Common Stock is not DTC eligible, then the Company shall, on or before the 3rd
Business Day following receipt of the Exercise Delivery Documents, issue and surrender to a common carrier for overnight delivery
to the address specified in the Exercise Notice, a certificate, registered in the name of the holder, for the number of shares
of Common Stock to which the holder shall be entitled pursuant to such request. The Warrant Shares shall be issued with a legend
unless they are subject to an effective and current Registration Statement or they are being transferred pursuant to an exemption
from such registration requirements, the availability of which is confirmed in an opinion of counsel acceptable to the Company’s
transfer agent. Upon delivery of the Exercise Notice and Aggregate Exercise Price referred to in clause (i) or (ii) above,
the holder of this Warrant shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised. In the case of a dispute as to the determination of the Warrant Exercise
Price, the Closing Bid Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the holder
the number of Warrant Shares that is not disputed and shall submit the disputed determinations or arithmetic calculations to the
holder via facsimile within 1 Business Day of receipt of the holder’s Exercise Notice.


 




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(b)          If
the holder and the Company are unable to agree upon the determination of the Warrant Exercise Price or arithmetic calculation of
the Warrant Shares within 1 day of such disputed determination or arithmetic calculation being submitted to the holder, then the
Company shall immediately submit via electronic mail (i) the disputed determination of the Warrant Exercise Price or the Closing
Bid Price to an independent, reputable investment banking firm or (ii) the disputed arithmetic calculation of the Warrant Shares
to its independent, outside accountant. The Company shall cause the investment banking firm or the accountant, as the case may
be, to perform the determinations or calculations and notify the Company and the holder of the results no later than 72 hours from
the time it receives the disputed determinations or calculations. Such investment banking firm’s or accountant’s determination
or calculation, as the case may be, shall be deemed conclusive absent manifest error.


 


(c)          Unless
the rights represented by this Warrant shall have expired or shall have been fully exercised, the Company shall, as soon as practicable
and in no event later than 5 Business Days after any exercise and at its own expense, issue a new Warrant identical in all respects
to this Warrant exercised except it shall represent rights to purchase the number of Warrant Shares purchasable immediately prior
to such exercise under this Warrant exercised, less the number of Warrant Shares with respect to which such Warrant is exercised.


 


(d)          No
fractional Warrant Shares are to be issued upon any pro rata exercise of this Warrant, but rather the number of Warrant Shares
issued upon such exercise of this Warrant shall be rounded up or down to the nearest whole number.


 


(e)          If
the Company or its Transfer Agent shall fail for any reason or for no reason to issue to the holder within 5 days of receipt of
the Exercise Delivery Documents, a certificate for the number of Warrant Shares to which the holder is entitled or to credit the
holder’s balance account with The Depository Trust Company for such number of Warrant Shares to which the holder is entitled
upon the holder’s exercise of this Warrant, unless such failure results from a failure of the Company’s Transfer Agent
to issue such shares as a result of an act of terrorism, war, natural disaster, act of God or other force majeure event, the Company
shall, in addition to any other remedies under this Warrant or otherwise available to such holder, pay as additional damages in
cash to such holder on each day the issuance of such certificate for Warrant Shares is not timely effected an amount equal to 0.025%
of the product of (A) the sum of the number of Warrant Shares not issued to the holder on a timely basis and to which the holder
is entitled, and (B) the Closing Bid Price of the Common Stock for the trading day immediately preceding the last possible date
which the Company could have issued such Common Stock to the holder without violating this Section 2.


 


(f)          If
within 5 days after the Company’s receipt of the Exercise Delivery Documents and the written request of the Holder that a
new Warrant be issued, the Company fails to deliver a new Warrant to the holder for the number of Warrant Shares to which such
holder is entitled pursuant to Section 2 hereof, then, in addition to any other available remedies under this Warrant, or otherwise
available to such holder, the holder shall be entitled to exercise or transfer its rights under such new warrant as if it had received
such new Warrant and the Company shall be obligated to honor such exercises or transfers as if the holder had submitted the new
Warrant without violating this Section 2.


 




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Section 3.            Covenants
as to Common Stock. The Company hereby covenants and agrees as follows:


 


(a)         This
Warrant is, and any Warrants issued in substitution for or replacement of this Warrant will upon issuance be, duly authorized and
validly issued.


 


(b)          All
Warrant Shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly
issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof.


 


(c)          During
the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized
and reserved at least 100% of the number of shares of Common Stock needed to provide for the exercise of the rights then represented
by this Warrant and the par value of said shares will at all times be less than or equal to the applicable Warrant Exercise Price.
If at any time the Company does not have a sufficient number of shares of Common Stock authorized and available, then the Company
shall call and hold a special meeting of its stockholders within 60 days of that time for the sole purpose of increasing the number
of authorized shares of Common Stock.


 


(d)          If
at any time after the date hereof the Company shall file a Registration Statement, the Company shall include the Warrant Shares
issuable to the holder, pursuant to the terms of this Warrant and shall maintain, so long as any other shares of Common Stock shall
be so listed, such listing of all Warrant Shares from time to time issuable upon the exercise of this Warrant on the Primary Market
or such national securities exchange or automated quotation system on which the Common Stock of the Company is listed; and the
Company shall so list on the Primary Market or such national securities exchange or automated quotation system on which the Common
Stock of the Company is listed, as the case may be, and shall maintain such listing of, any other shares of capital stock of the
Company issuable upon the exercise of this Warrant Shares if and so long as any shares of the same class shall be listed on the
Primary Market or such national securities exchange or automated quotation system on which the Common Stock of the Company is listed.


 


(e)          The
Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed by it hereunder, but will at all times in good faith assist in the carrying out
of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant against dilution or other impairment, consistent
with the tenor and purpose of this Warrant. The Company will not increase the par value of any shares of Common Stock receivable
upon the exercise of this Warrant above the Warrant Exercise Price then in effect, and (ii) will take all such actions as
may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant.


 




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(f)          This
Warrant will be binding upon any entity succeeding to the Company by merger, consolidation or acquisition of all or substantially
all of the Company’s assets.


 


Section 4.          Taxes.
The Company shall pay any and all taxes, except any applicable withholding, which may be payable with respect to the issuance and
delivery of Warrant Shares upon exercise of this Warrant.


 


Section 5.          Warrant
Holder Not Deemed a Stockholder. Except as otherwise specifically provided herein, no holder, as such, of this Warrant shall
be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose, nor
shall anything contained in this Warrant be construed to confer upon the holder hereof, as such, any of the rights of a stockholder
of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock,
reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription
rights, or otherwise, prior to the issuance to the holder of this Warrant of the Warrant Shares which he or she is then entitled
to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing
any liabilities on such holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the
Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 5, the
Company will provide the holder of this Warrant with copies of the same notices and other information given to the stockholders
of the Company generally, contemporaneously with the giving thereof to the stockholders.


 


Section 6.          Representations
of Holder. The holder of this Warrant, by the acceptance hereof, represents that it is acquiring this Warrant and the Warrant
Shares for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or
distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided,
however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Warrant
Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares at any time
in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant
further represents, by acceptance hereof, that, as of this date, such holder is an “accredited investor” as such term
is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act
(an “Accredited Investor”). Upon exercise of this Warrant the holder shall, if requested by the Company, confirm
in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the holder’s
own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale and that
such holder is an Accredited Investor. If such holder cannot make such representations because they would be factually incorrect,
it shall be a condition to such holder’s exercise of this Warrant that the Company receive such other representations as
the Company considers reasonably necessary to assure the Company that the issuance of its securities upon exercise of this Warrant
shall not violate any United States or state securities laws.


 




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Section 7.             Ownership
and Transfer.


 


(a)          The
Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by
notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person
in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person
in whose name any Warrant is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice
to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant.


 


Section 8.            Adjustment
of Warrant Exercise Price and Number of Shares. The Warrant Exercise Price and the number of shares of Common Stock issuable
upon exercise of this Warrant shall be adjusted from time to time as follows:


 


(a)          Adjustment
of Warrant Exercise Price upon Issuance of Common Stock. If and whenever on or after the Issuance Date of this Warrant, the
Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock excluding shares of Common Stock
underlying the Convertible Debentures sold pursuant to the Securities Purchase Agreement, for a consideration per share (the “New
Issuance Price”) less than the Warrant Exercise Price, in effect immediately prior to such issuance or sale (the “Applicable
Price” ), then immediately after such issue or sale the Warrant Exercise Price then in effect shall be reduced to an
amount equal to the New Issuance Price.


 


(b)          Effect
on Warrant Exercise Price of Certain Events. For purposes of determining the adjusted Warrant Exercise Price under Section
8(a) above, the following shall be applicable:


 


(i)          Issuance
of Options. If after the date hereof, the Company in any manner grants any Options and the lowest price per share for which
one share of Common Stock is issuable upon the exercise of any such Option or upon conversion or exchange of any convertible securities
issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to
be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price
per share. For purposes of this Section 8(b)(i), the lowest price per share for which one share of Common Stock is issuable upon
exercise of such Options or upon conversion or exchange of such Convertible Securities shall be equal to the sum of the lowest
amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the
granting or sale of the Option, upon exercise of the Option or upon conversion or exchange of any convertible security issuable
upon exercise of such Option. No further adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such
Common Stock or of such convertible securities upon the exercise of such Options or upon the actual issuance of such Common Stock
upon conversion or exchange of such convertible securities.


 




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(ii)         Issuance
of Convertible Securities. If the Company in any manner issues or sells any convertible securities and the lowest price per
share for which 1 share of Common Stock is issuable upon the conversion or exchange thereof is less than the Applicable Price,
then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of
the issuance or sale of such convertible securities for such price per share. For the purposes of this Section 8(b)(ii), the
lowest price per share for which one share of Common Stock is issuable upon such conversion or exchange shall be equal to the sum
of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock
upon the issuance or sale of the convertible security and upon conversion or exchange of such convertible security. No further
adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange
of such convertible securities, and if any such issue or sale of such convertible securities is made upon exercise of any Options
for which adjustment of the Warrant Exercise Price had been or are to be made pursuant to other provisions of this Section 8(b),
no further adjustment of the Warrant Exercise Price shall be made by reason of such issue or sale.


 


(iii)        Change
in Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration, if
any, payable upon the issue, conversion or exchange of any convertible securities, or the rate at which any convertible securities
are convertible into or exchangeable for Common Stock changes at any time, the Warrant Exercise Price in effect at the time of
such change shall be adjusted to the Warrant Exercise Price which would have been in effect at such time had such Options or convertible
securities provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at
the time initially granted, issued or sold and the number of Warrant Shares issuable upon exercise of this Warrant shall be correspondingly
readjusted. For purposes of this Section 8(b)(iii), if the terms of any Option or convertible security that was outstanding as
of the Issuance Date of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option
or convertible security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have
been issued as of the date of such change. No adjustment pursuant to this Section 8(b) shall be made if such adjustment would
result in an increase of the Warrant Exercise Price then in effect.


 


(iv)        Calculation
of Consideration Received. If any Common Stock, Options or convertible securities are issued or sold or deemed to have been
issued or sold for cash, the consideration received therefor will be deemed to be the gross amount received by the Company therefor,
less placement agent fees, brokerage commissions, finder’s fees or the like. If any Common Stock, Options or convertible
securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will
be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount
of consideration received by the Company will be the Closing Bid Price of such securities on the date of receipt thereof. If any
Common Stock, Options or convertible securities are issued to the owners of the non-surviving entity in connection with any merger
in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such
portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or convertible
securities, as the case may be. The fair value of any consideration other than cash or securities will be determined jointly by
the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an
event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within
five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser
jointly selected by the Company and the Holder. The determination of such appraiser shall be deemed binding upon the Company and
the Holder absent manifest error and the fees and expenses of such appraiser shall be borne jointly by the Company and the Holders
of Warrant


 




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(v)         Integrated
Transactions. In case any Option is issued in connection with the issue or sale of other securities of the Company, together
comprising one integrated transaction in which any specific consideration or no consideration is allocated to such Option by the
parties thereto, (1) the per-share value of the shares of Common Stock included in such integrated transaction shall be the sole
determinate as to whether the Warrant Exercise Price is to be adjusted in accordance with the provisions of Section 8(a), above,
(2) if no shares of Common Stock are included in such integrated transaction, but shares of the Company’s preferred stock
are included in such integrated transaction, then the per-share conversion price of shares of that preferred stock shall be the
sole determinate as to whether the Warrant Exercise Price is to be adjusted in accordance with the provisions of Section 8(a),
above, and (3) if no shares of Common Stock and no shares of the Company’s preferred stock are included in such integrated
transaction, but debt convertible into shares of Common Stock (whether directly or through an intermediate step, e.g.,
an initial conversion of that debt into shares of the Company’s preferred stock that, thereafter, could be converted into
shares of Common Stock), then the per-share conversion price of shares of such debt shall be the sole determinate as to whether
the Warrant Exercise Price is to be adjusted in accordance with the provisions of Section 8(a), above; provided, however,
that, if the exercise price of the Option is less than the Warrant Exercise Price (after having taken into account any adjustments
thereto in accordance with the provisions of (1), (2), or (3), immediately above), then the Option exercise price shall be utilized
in connection with the Warrant Exercise Price adjustment provisions of Section 8(a), above.


 


(vi)        Treasury
Shares. The number of shares of Common Stock outstanding at any given time does not include shares owned or held by or for
the account of the Company, and the disposition of any shares so owned or held will be considered an issue or sale of Common Stock.


 


(vii)       Record
Date. If the Company takes a record of the holders of Common Stock for the purpose of entitling them (1) to receive a
dividend or other distribution payable in Common Stock, Options or in convertible securities or (2) to subscribe for or purchase
Common Stock, Options or convertible securities, then such record date will be deemed to be the date of the issue or sale of the
shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase, as the case may be.


 


(c)          Adjustment
of Warrant Exercise Price upon Subdivision or Combination of Common Stock. If the Company at any time after the date of issuance
of this Warrant subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding
shares of Common Stock into a greater number of shares, any Warrant Exercise Price in effect immediately prior to such subdivision
will be proportionately reduced and the number of shares of Common Stock obtainable upon exercise of this Warrant will be proportionately
increased. If the Company at any time after the date of issuance of this Warrant combines (by combination, reverse stock split
or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, any Warrant Exercise
Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares issuable
upon exercise of this Warrant will be proportionately decreased. Any adjustment under this Section 8(c) shall become effective
at the close of business on the date the subdivision or combination becomes effective.


 




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(d)          Distribution
of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of
cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement
or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each
such case:


 


(i)          any
Warrant Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders
of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date,
to a price determined by multiplying such Warrant Exercise Price by a fraction of which (A) the numerator shall be the Closing
Sale Price of the Common Stock on the trading day immediately preceding such record date minus the value of the Distribution (as
determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (B) the denominator
shall be the Closing Sale Price of the Common Stock on the trading day immediately preceding such record date; and


 


(ii)         either
(A) the number of Warrant Shares obtainable upon exercise of this Warrant shall be increased to a number of shares equal to the
number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination
of holders of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately
preceding clause (i), or (B) in the event that the Distribution is of common stock of a company whose common stock is traded on
a national securities exchange or a national automated quotation system, then the holder of this Warrant shall receive an additional
warrant to purchase Common Stock, the terms of which shall be identical to those of this Warrant, except that such warrant shall
be exercisable into the amount of the assets that would have been payable to the holder of this Warrant pursuant to the Distribution
had the holder exercised this Warrant immediately prior to such record date and with an exercise price equal to the amount by which
the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding
clause (i).


 


(e)          Certain
Events. If any event occurs of the type contemplated by the provisions of this Section 8 but not expressly provided for
by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights
with equity features), then the Company’s Board of Directors will make an appropriate adjustment in the Warrant Exercise
Price and the number of shares of Common Stock obtainable upon exercise of this Warrant so as to protect the rights of the holders
of the Warrants; provided, except as set forth in section 8(c),that no such adjustment pursuant to this Section 8(e) will increase
the Warrant Exercise Price or decrease the number of shares of Common Stock obtainable as otherwise determined pursuant to this
Section 8.


 




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(f)          Voluntary
Adjustments By Company. The Company may at any time during the term of this Warrant reduce the then-current Exercise Price
to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(g)          Notices.


 


(i)          Immediately
upon any adjustment of the Warrant Exercise Price, the Company will give written notice thereof to the holder of this Warrant,
setting forth in reasonable detail, and certifying, the calculation of such adjustment.


 


(ii)         The
Company will give written notice to the holder of this Warrant at least ten (10) days prior to the date on which the Company closes
its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect
to any pro rata subscription offer to holders of Common Stock or (C) for determining rights to vote with respect to any Organic
Change (as defined below), dissolution or liquidation, provided that such information shall be made known to the public prior to
or in conjunction with such notice being provided to such holder.


 


(iii)        The
Company will also give written notice to the holder of this Warrant at least 10 days prior to the date on which any Organic Change,
dissolution or liquidation will take place, provided that such information shall be made known to the public prior to or in conjunction
with such notice being provided to such holder.


 


Section 9.            Purchase
Rights; Reorganization, Reclassification, Consolidation, Merger or Sale.


 


(a)          In
addition to any adjustments pursuant to Section 8 above, if at any time the Company grants, issues or sells any Options, convertible
securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common
Stock (the “Purchase Rights”), then the holder of this Warrant will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number
of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.


 




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(b)          Any
recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s
assets to another Person or other transaction in each case which is effected in such a way that holders of Common Stock are entitled
to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common
Stock is referred to herein as an “Organic Change.” Prior to the consummation of any (i) sale of all or substantially
all of the Company’s assets to an acquiring Person or (ii) other Organic Change following which the Company is not a surviving
entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in
each case, the “Acquiring Entity”) a written agreement (in form and substance satisfactory to the Holder) to
deliver to each holder of Warrants in exchange for such Warrants, a security of the Acquiring Entity evidenced by a written instrument
substantially similar in form and substance to this Warrant and satisfactory to the holders of the Warrants (including an adjusted
warrant exercise price equal to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and
exercisable for a corresponding number of shares of Common Stock acquirable and receivable upon exercise of the Warrants without
regard to any limitations on exercise, if the value so reflected is less than any Applicable Warrant Exercise Price immediately
prior to such consolidation, merger or sale). Prior to the consummation of any other Organic Change, the Company shall make appropriate
provision (in form and substance satisfactory to the holders of Warrants representing a majority of the Warrant Shares issuable
upon exercise of the Warrants then outstanding) to insure that each of the holders of the Warrants will thereafter have the right
to acquire and receive in lieu of or in addition to (as the case may be) the Warrant Shares immediately theretofore issuable and
receivable upon the exercise of such holder’s Warrants (without regard to any limitations on exercise), such shares
of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for
the number of Warrant Shares which would have been issuable and receivable upon the exercise of such holder’s Warrant as
of the date of such Organic Change (without taking into account any limitations or restrictions on the exercisability of this Warrant).


 


Section 10.         Lost,
Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company shall promptly,
on receipt of an indemnification undertaking (or, in the case of a mutilated Warrant, the Warrant), issue a new Warrant of like
denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


Section 11.         Notice.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered upon: (i) receipt, when delivered personally, (ii) 1 Business Day after
deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive
the same, or (iii) receipt, when sent by electronic mail (provided that the electronic mail transmission is not returned in error
or the sender is not otherwise notified of any error in transmission. The addresses and e-mail addresses for such communications
shall be:


 


	If to Holder:	
        YAII PN, Ltd.

        c/o Yorkville Advisors Global, LP

	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Attention:       Mark A. Angelo
	 	Telephone:     (201) 536-5114
	 	Email: mangelo@yorkvilleadvisors.com
	 	 
	With Copy to:	David Gonzalez, Esq.
	(which shall not constitute	1012 Springfield Avenue
	notice)	Mountainside, NJ 07092
	 	Telephone:     (201) 536-5109
	 	Email: dgonzalez@yorkvilleadvisors.com


 




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	If to the Company, to:	Kona Gold Solutions, Inc.
	 	746 North Drive STE A
	 	Melbourne, FL 32934
	 	
        Attention: Robert Clark

        Telephone: 844-714-2224

        Email: robert@konagoldhemp.com

	 	 
	 	 
	
        With a copy to:

        (which shall not constitute

        notice)
	
        Baker & Hostetler LLP

        600 Anton Blvd., Suite 900

        Costa Mesa, CA 92626

	 	
        Attention: Randolf Katz

        Telephone: 714-966-8807

        Email: rwkatz@bakerlaw.com



 


or at such other address and/or electronic
email address and/or to the attention of such other person as the recipient party has specified by written notice given to each
other party 3 Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient
of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender’s computer
containing the time, date, recipient’s electronic mail address and the text of such electronic mail or (iii) provided by
a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by electronic mail
or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


Section 12.         Date.
The date of this Warrant is set forth on page 1 hereof. This Warrant, in all events, shall be wholly void and of no effect
after the close of business on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of
Section 3(d) shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon
the exercise of this Warrant.


 


Section 13.         Amendment
and Waiver. Except as otherwise provided herein, the provisions of the Warrant may be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the holders of Warrants representing at least 2/3rds of the Warrant Shares issuable upon exercise of the Warrants
then outstanding; provided that, except for Section 8(c), no such action may increase the Warrant Exercise Price or decrease the
number of shares or class of stock obtainable upon exercise of any Warrant without the written consent of the holder of such Warrant.


 


Section 14.         Assignment.  This
Warrant may be assigned by the Holder only if such assignment is made in compliance with all applicable laws, including federal
and state securities laws. In connection with any permitted transfer, the transferee shall make such representation and warranties
to the Company, consistent with Section 6 hereof, s the Company may reasonably request.


 




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Section 15.         Descriptive
Headings; Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. The corporate laws of the State of New York shall govern all issues concerning
the relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of New Jersey. Each party hereby irrevocably submits
to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan, New York and the
Federal District Court for the Southern District of New York sitting in the Borough of Manhattan, New York, for the adjudication
of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address
for such 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 manner permitted
by law.


 


Section 16.          Remedies,
Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Warrant shall be cumulative and in addition
to all other remedies available under this Warrant, in any other agreement between the Company and the Holder, at law or in equity
(including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder
to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that
a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach
may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this
Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity
of showing economic loss and without any bond or other security being required.


 


Section 17.         Waiver
of Jury Trial. AS A MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS WARRANT, THE PARTIES HERETO HEREBY WAIVE
ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND ALL OF THE TRANSACTION DOCUMENTS
ASSOCIATED WITH THIS TRANSACTION.


 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be signed as of the date first set forth above. 


 


	 	KONA GOLD SOLUTIONS, INC.
	 	 
	 	By:	/s/ Robert Clark
	 	Name: Robert Clark
	 	Title:   CEO




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EXHIBIT A TO WARRANT


 


EXERCISE NOTICE


 


TO BE EXECUTED

BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT


 


KONA GOLD SOLUTIONS, INC.


 


The undersigned holder
hereby exercises the right to purchase ______________ of the shares of Common Stock (“Warrant Shares”) of KONA
GOLD SOLUTIONS, INC. (the “Company”), evidenced by the attached Warrant (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


Specify Method of exercise
by check mark:


 


1. ___ Cash
Exercise


 


(a) Payment
of Warrant Exercise Price. The holder shall pay the Aggregate Exercise Price of $______________ to the Company in accordance
with the terms of the Warrant.


 


(b) Delivery
of Warrant Shares. The Company shall deliver to the holder _________ Warrant Shares in accordance with the terms of
the Warrant.


 


2. ___ Cashless
Exercise


 


(a) Payment
of Warrant Exercise Price. In lieu of making payment of the Aggregate Exercise Price, if permitted by the terms of the Warrant,
the holder elects to receive upon such exercise the Net Number of shares of Common Stock determined in accordance with the terms
of the Warrant.


 


(b) Delivery
of Warrant Shares. The Company shall deliver to the holder _________ Warrant Shares in accordance with the terms of
the Warrant.


 


Date: _______________ __, ________________


 


Name of Registered Holder


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


Address:


Taxpayer ID No.:


 




     


     


    

 


EXHIBIT B TO WARRANT


 


FORM OF WARRANT POWER


 


FOR VALUE RECEIVED,
the undersigned does hereby assign and transfer to ________________, Federal Identification No. __________, a warrant to purchase
____________ shares of the capital stock of KONA GOLD SOLUTIONS, INC. represented by warrant certificate no. _____, standing
in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint
______________, attorney to transfer the warrant of said corporation, with full power of substitution in the premises.


 


	Dated:	 	 	 


 


	 	 	By:	
	 	 	Name:	 
	 	 	Title:	 


 








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