Exhibit 4.6


 





	WARRANT HOLDER:	Mark Tobin	 
	 	 	 
	 	 	 




 


NUMBER
OF WARRANT SHARES: 200,000




 


THE
ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, NOR 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 (REASONABLY ACCEPTABLE TO THE COMPANY), IN AN ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.


 


No.
S-0002


Issuance
Date: 5-8-15


 


NANOFLEX
POWER CORPORATION 


 

Common Stock Purchase Warrant


 


NanoFlex
Power Corporation, a Florida corporation, for value received, hereby grants to the holder as indicated at the beginning of this
Warrant, its successors and permitted assigns (collectively, the "Holder"), this right (the "Warrant"), subject
to the terms set forth below, to purchase at the purchase price per share as defined in Section 2.1 below (the "Purchase
Price"), up to that number of Shares (defined below), subject to adjustment as herein provided (such total number of Shares
that may be purchased hereunder being referred to herein as the "Warrant Shares").


 


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


 


1.1."Company"
shall include NanoFlex Power Corporation, a Florida corporation, and, unless otherwise
noted to the contrary, any company which shall succeed to, by merger, consolidation or similar arrangement of the Company's and
assume the obligations of NanoFlex Power Corporation hereunder.


 


1.2."Other
Securities" refers to any stock (other than the Shares) and other securities of the Company or any other person
(corporate or otherwise) that the Holder at any time shall be entitled to receive, or shall have received, on the exercise of
this Warrant, in lieu of or in addition to Shares, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Shares.


 


1.3."Shares"
means (a) the Company's Common Stock, as authorized on the date of this Warrant
and (b) if the class of securities described in (a) shall cease to be issued and outstanding, securities of the same class
issued in exchange for or in respect of the securities described in (a) pursuant to a plan of merger, consolidation,
recapitalization or reorganization, the sale of substantially all of the Company's assets or a similar
transaction.


 






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2.   Exercise
of Warrant.


 


2.1.Purchase
Price. The Warrant may be exercised, subject to the adjustments in Section 5 hereof,
at the initial purchase price of $0.50 per Share (the "Purchase Price").


 


2.2.Exercise
Period. The Warrant may be exercised (the "Exercise Period") at any time
from the date of grant to and including the fifth anniversary of the Issuance Date (the "Expiration Date").


 


2.3.Shares.
The number of shares subject to this warrant is 200,000, subject to the terms
specified herein.


 


2.4.Exercise
in Full. Subject to the limitations stated above, this Warrant may be exercised
in full at the option of the Holder by surrender of this Warrant, with the form of subscription at the end hereof duly executed
by the Holder, to the Company at its principal office in the United States, accompanied by payment, in cash or by certified or
official bank check payable to the order of the Company, in the amount obtained by multiplying the number of Shares for which
this Warrant may be exercised by the Purchase Price.


 


2.5.Partial
Exercise. This Warrant may be exercised in part by surrender of this Warrant in
the manner and at the place provided in subsection 2.4 along with payment in the amount determined by multiplying (a) the number
of Shares designated by the holder in the subscription at the end hereof by (b) the Purchase Price. On any such partial exercise,
the Company at its expense will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like
tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling
in the aggregate on the face or faces thereof for the number of Shares for which such Warrant or Warrants may still be exercised.


 


2.6.
Cashless Exercise. The Holder of this Warrant may also exercise this Warrant as to any or all of the Warrant Shares and,
in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate
Exercise Price, elect instead to receive upon such exercise a reduced number of shares of Common Stock (the "Net Number")
determined according to the following formula (a "Cashless Exercise"):


 








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




 


For
purposes of the foregoing formula:


 


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


 


B=
the Market Price on the Trading Day immediately preceding the date of the Exercise Notice.


 


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


 


There
cannot be a Cashless Exercise unless "B" exceeds "C."


 



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For
the purpose of this Warrant, the term (a) "Trading Day" means (x) if the Common Stock is not listed on the NYSE Euronext
or NYSE AMEX but sale prices of the Common Stock are reported on Nasdaq Global Market, Nasdaq Global Select Market, Nasdaq Capital
Market or another automated quotation system, a day on which trading is reported on the principal automated quotation system on
which sales of the Common Stock are reported, (y) if the Common Stock is listed on the NYSE Euronext or NYSE AMEX, a day on which
there is trading on such stock exchange, or (z) if the foregoing provisions are inapplicable, a day on which quotations are reported
by National Quotation Bureau Incorporated and (b) "Market Price" means the fair market value of one share of Common
Stock as determined by the Company's Board of Directors in good faith; provided, however, that where there exists a public market
for the Company's Common Stock at the time of such exercise, the Market Price shall be the average of the closing bid and asked
prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or
the closing price quoted on the Nasdaq National Market or on any exchange on which the Common Stock is listed whichever is applicable,
as published in the Eastern Edition of The Wall Street Journal on the Trading Day immediately preceding the date of the Exercise
Notice.


 


3.     Delivery
of Share Certificates on Exercise.


 


3.1.As
soon as practicable after the exercise of this Warrant in full or in part, 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, or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, a
certificate or certificates for the number of fully paid and non-assessable Shares (or Other Securities) to which the Holder
shall be entitled on such exercise, plus, in lieu of any fractional share to which the Holder would otherwise be entitled,
cash equal to such fraction multiplied by the then current market value of one full share, together with any other stock or
other securities and property (including cash, where applicable) to which the Holder is entitled upon such exercise pursuant
to Section 2 or otherwise.


 


4.     Covenants
as to Shares.


 


4.1.Issuance
of Shares upon Exercise. All Shares that may be issued upon the exercise of the rights represented by this Warrant will,
upon issuance, be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to
the issue thereof. The Company will at all times have authorized and reserved, free from preemptive rights, a sufficient
number of its Shares to provide for the exercise of the rights represented by this Warrant.


 






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4.2 Restrictions
on Transfer. Holder represents to the Company that Holder is acquiring the Warrants for Holder's own investment account
and without a view to the subsequent public distribution of the Warrants or Shares otherwise than pursuant to an effective registration
statement under the Securities Act. Each Warrant and each certificate for Shares issued to the Holder and any subsequent holder
that have not been sold to the public pursuant to an effective registration statement under the Securities Act or as to which
the restrictions on transfer have not been removed as hereinafter provided, shall bear a restrictive legend reciting that the
same have not been registered pursuant to the Securities Act and may not be transferred in the absence of an effective registration
statement under the Securities Act, the holder thereof shall give written notice to the Company of its intention to effect such
transfer. Each such notice shall describe the manner of the proposed transfer and shall be accompanied by an opinion of counsel
experienced in federal securities laws matters and reasonably acceptable to the company and its counsel to the effect that the
proposed transfer may be effected without registration under the Securities Act, whereupon, the holder of such Registrable Common
Stock shall be entitled to transfer such securities in accordance with the terms of its notice and such opinion. Restrictions
imposed under this Section 4 upon the transferability of the Warrants or of Shares shall cease when:


 


(a)  a registration statement covering such Shares becomes effective under the Securities Act, or


 


(b)  the Company receives from the Holder thereof an opinion of counsel experienced in federal
securities laws matters, which counsel shall be reasonably acceptable to the Company, that such restrictions are no longer required
in order to insure compliance with the Securities Act.


 


5.    Adjustment
of Purchase Price and Number of Warrant Shares.


 


5.1.Reorganization,
Consolidation or Merger. If at any time or from time to time, the Company
shall (a) effect a plan of merger, consolidation, recapitalization or reorganization or similar transaction with a
corporation (the "Acquiror") whereby the shareholders of the Company will exchange their shares of the Company for
the shares of the parent corporation of the Acquiror, or (b) transfer all or substantially all of its properties or assets to
any other person, under any plan or arrangement contemplating the dissolution of the Company (which along with any
transactions set forth in (a) hereof shall be an "Extraordinary Transaction"), then, in each such case, the holder
of this Warrant, on the exercise hereof as provided in Section 2 at any time after the completion of any Extraordinary
Transaction shall receive, such Shares or Other Securities and property (including cash) to which such holder would have been
entitled in any Extraordinary Transaction as if such holder had so exercised this Warrant, immediately prior
thereto.


 


Upon
any Extraordinary Transaction, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to
the securities, Shares and Other Securities and property receivable on the exercise of this Warrant after the consummation of
reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be,
any Extraordinary Transaction and shall be binding upon the party or parties to the Extraordinary Transaction and their successors,
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 as provided in Section 6.


 


5.2.Subdivisions,
Combinations, Stock Dividends and other Issuances.If the Company shall,
at any time while this Warrant is outstanding, (i) pay a stock dividend or otherwise make a distribution or distributions on
any equity securities (including instruments or securities convertible into or exchangeable for such equity securities) in
shares of Common Stock, (ii) subdivide outstanding shares of Common Stock into a larger number of shares, or (iii) combine
outstanding Common Stock into a smaller number of shares, then the Purchase Price shall be multiplied by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding before such event and the denominator of
which shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this
Section 5 shall become effective immediately after the record date for the determination of stockholders entitled to receive
such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or
combination. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in
Purchase Price pursuant to this Section 5.2, so that after such adjustments the aggregate Purchase Price payable hereunder
for the increased number of shares shall be the same as the aggregate Purchase Price in effect just prior to such
adjustments.


 



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5.3Reclassification,
etc. If at any time after the date hereof there shall be a reorganization or reclassification of the securities as
to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes,
then the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and
upon payment of the Purchase Price then in effect, the number of shares or other securities or property resulting from such reorganization
or reclassification, which would have been received by the Holder for the shares of stock subject to this Warrant had this Warrant
at such time been exercised.


 


5.4Subsequent
Equity Sales. In the event that on or subsequent to the date of this Warrant, the Company sells any Common Stock, any
securities which are convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other
rights to subscribe for or to purchase or any options for the purchase of its Common Stock or any such convertible securities
(the "Common Stock Equivalents") other than shares of Common Stock or options to purchase such shares issued to employees,
consultants, officers or directors approved by the Board of Directors and shares of Common Stock issuable under options or warrants
that are outstanding as of the date of this Warrant, at a price, exercise price or conversion price less than the Purchase Price,
then the Purchase Price shall be reduced to such lower price.


 


6.     Transfers.


 


6.1.The
Warrant and the Warrant Shares are not transferable, in whole or in part, without compliance with the Securities Act of
1933, as amended (the "Securities Act"), and any applicable state securities laws.


 


6.2.Subject
to subsection 6.1, this Warrant, or any portion hereof, may be transferred by the Holder's execution and delivery of
the form of assignment attached hereto along with this Warrant. Any transferee shall be required, as a condition to the
assignment, to deliver all such documentation as the Company deems appropriate. However, until such assignment and such other
documentation are presented to the Company at its principal offices in the United States, the Company shall be entitled to
treat the registered holder hereof as the absolute owner hereof for all purposes.


 


6.3.Upon
a transfer of this Warrant in accordance with this Section 6, the Company, at its expense, will issue and deliver to
or on the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (on payment
by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the
Shares called for on the face or faces of the Warrant or Warrants so surrendered. If this Warrant is divided into more than
one Warrant, or if there is more than one Holder thereof, all references herein to "this Warrant" shall be deemed
to apply to the several Warrants, and all references to "the Holder" shall be deemed to apply to the several
Holders, except in either case to the extent that the context indicates otherwise.


 






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7.     Replacement
of Warrants.


 


7.1.On
receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction of any 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 such Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like
tenor.


 


8.     Notices.


 


8.1.All
notices required hereunder shall be deemed to have been given and shall be effective
only when personally delivered or sent by Federal Express, UPS or other express delivery service or by certified or
registered mail to the address of the Company's principal office in the United States as follows:


 


NanoFlex
Power Corporation


17207 N. Perimeter Dr., Suite


210, Scottsdale, AZ 85255


 


In
the case of any notice to the Company, and until changed by notice to the Company, to the address of the Holder set forth above
in the case of any notice to the Holder.


 


9.     Miscellaneous.


 


9.1.This
Warrant and any term hereof may be changed, waived, discharged or terminated,
other than on expiration, only by an instrument in writing signed by the party against which enforcement of such change,
waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by
the laws of the State of Florida. The headings in this Warrant are for purposes of reference only, and shall not limit or
otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provision. This Warrant embodies the entire agreement and understanding between
the Company and the other parties hereto and supersedes all prior agreements and understandings relating to the subject
matter hereof.


 






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IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officers thereunto duly authorized.


 


	 	NANOFLEX POWER CORPORATION
	 	 	 
	 	By:	 
	 	Name: Dean L. Ledger
	 	Title: Chief Executive Officer


 






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FORM
OF SUBSCRIPTION


 


(To
be signed only on exercise of Warrant)


 


TO
NANOFLEX POWER CORPORATION:


 


The
undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise such
Warrant for, and to purchase thereunder, ____________Shares (as defined in the attached Warrant) and
herewith makes payment of $_____________therefor, and requests that the certificates for such shares be issued in the name
of, and delivered to______________, whose address is                                                                         


 


Please issue a new Warrant for the unexercised portion of
the attached Warrant in the name of the undersigned or in such other name as is specified below:


 


                                                                         


                                                                        


 


Dated:                                                      


 


	 	(Signature must conform
    in all respects to name of holder as specified on the face of the Warrant)
	 	 
	 	 
	 	 
	 	 
	 	(Address)


 



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FORM
OF ASSIGNMENT


 


(To
be signed only on transfer of Warrant)


 


For
value received, the undersigned hereby sells, assigns, and transfers unto __________________________whose
address is __________________________________the right represented
by the attached Warrant to purchase_________________Shares (as defined in the Warrant Agreement governing the attached
Warrant) to which the within Warrant relates, and appoints______________________________Attorney
to transfer such right on the books of ________________________________with full power of substitution in the
premises.


 


Dated:                                                         


 


	 	 
	 	(Signature must conform
    in all respects to name of holder as specified on the face of the Warrant)
	 	 
	 	 
	 	 
	 	 
	 	(Address)


 


Signature
Guaranteed:                                                                


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those
acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.


 


 


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