Exhibit 4.3


 





NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON
STOCK PURCHASE WARRANT


 


NANOFLEX
POWER CORPORATION


 


Warrant
Shares: 600,000


Date
of Issuance: November 19, 2018 (“Issuance Date”)


 


This
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance
of the $210,000.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Auctus Fund,
LLC, a Delaware limited liability company (including any permitted and registered assigns, the “Holder”), is
entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or
after the date of issuance hereof, to purchase from Nanoflex Power Corporation, a Florida corporation (the “Company”),
up to 600,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be
adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect.
This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated
November 19, 2018, by and among the Company and the Holder (the “Purchase Agreement”).


 


Capitalized
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of
this Warrant or in Section 13 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.10,
subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period”
shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the five-year anniversary
thereof.


 


1. EXERCISE
OF WARRANT.


 


(a)Mechanics of Exercise.
Subject to the terms and conditions hereof, the rights represented by
this Warrant may be exercised in whole or in part at ally time or times during the Exercise Period by delivery of a written notice,
in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise
this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial
exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall
have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable
number of Warrant Shares purchased. On or before the third Trading Day (the “Warrant Share Delivery Date”) following
the date on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company
of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of
this Warrant is being exercised (the “Aegrecaate Exercise Price” and together with the Exercise Notice, the “Exercise
Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case
there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by
overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register
in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to
such exercise. Upon delivery of the Exercise Delivery Documents, the Holder 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, irrespective of the date
of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and
the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being
acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after
any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the
number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares
with respect to which this Warrant is exercised.





 



     


     


    




 


If
the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective
Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such
failure shall be deemed an event of default under the Note.


 


If
the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares
pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described
below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event
the Company shall issue to Holder a number of Common Stock computed using the following formula:


 


X
= Y (A-B)


 


A


 





	Where	X =	the number of Shares
    to be issued to Holder.
	 	 	 
	 	Y =	the number of Warrant
    Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).
	 	 	 
	 	A =	the Market Price
    (at the date of such calculation).
	 	 	 
	 	B =	Exercise Price (as adjusted to the date of such
    calculation).







 


(b) No
Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes
of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise
would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder
otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market
value of a Warrant Share by such fraction.


 






    2


     


    




 


(c) 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, to the extent that after giving effect to issuance of Warrant Shares upon exercise as set
forth on the applicable Notice of Exercise, 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 securities of the Company (including
without limitation any other Common Stock Equivalents) 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 paragraph (d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act,
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 paragraph 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 Notice of Exercise 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.


 


For
purposes of this paragraph, 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
its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the request of a Holder, the Company shall
within two Trading Days confirm 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. Upon no fewer than 61 days’ prior notice to the Company, a Holder may increase or decrease the Beneficial Ownership
Limitation provisions of this paragraph, 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 paragraph 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 and shall only apply to such Holder
and no other Holder. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.


 


2. ADJUSTMENTS.
The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a) 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 shares 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:


 






    3


     


    




 


(i) any
Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders
of shares 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 Exercise Price by a fraction (i) the numerator of which shall be the Closing
Sale Price of the shares of 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


 


(ii) the denominator
of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date;
and (ii) the number of Warrant Shares 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 shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction
set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of
common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national
automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to
purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical
to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock
that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior
to such record date and with an aggregate exercise price equal to the product of 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) and the number
of Warrant Shares calculated in accordance with the first part of this clause (ii).


 


(iii) For
the avoidance of doubt, no adjustment shall occur when shares of outstanding Common Stock are merged proportionally across all
stockholders to form a smaller number of outstanding shares of Common Stock.


 


(b) [Intentionally
Omitted].


 


3. FUNDAMENTAL
TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or
into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”),
(ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii)
any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is
completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other
securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) 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 (other than as a result of a subdivision or combination of shares of
Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant,
the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company 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 (disregarding any limitation on exercise contained herein solely for
the purpose of such determination). For purposes of any such exercise, the determination of the Exercise 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 Exercise 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 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.


 






    4


     


    




 


4.NON-CIRCUMVENTION.
The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any
reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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 of this Warrant, and will
at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any
shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all
such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable
shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized
and reserved, free from preemptive rights, ten times the number of shares of Common Stock that is actually issuable upon full
exercise of the Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).


 


5.WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not
entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on the 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.


 


6.REISSUANCE.


 


(a) Lost, Stolen or Mutilated Warrant. ]f this Warrant is lost, stolen, mutilated or destroyed, the Company will,
on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated
or destroyed.


 


(b) Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which
is the same as the Issuance Date.


 


7. TRANSFER.


 


(a)Notice
of Transfer. The Holder agrees to give written notice to the Company before transferring this Warrant or transferring any
Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. Promptly upon receiving
such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer may be effected
without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall
notify the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received
upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company;
provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting
restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent
further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided
further that the prospective transferee or purchaser shall execute the Assignment of Warrant attached hereto as Exhibit B
and such other documents and make such representations, warranties, and agreements as may be required solely to comply with the
exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.


 






    5


     


    




 





(b) If
the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to
this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will
limit its activities in respect to such transfer or disposition as are permitted by law.


 


(c) Any
transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant
under Sections 4.1 and 4.3 (subject, however, to the limitations set forth in Section 4.2), 4.4 and 4.5 of the Purchase Agreement
(registration rights, expenses, and indemnity).


 


8. NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in
accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written
notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such
adjustment and (ii) at least 20 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 shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock
or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other
property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental
Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to
or in conjunction with such notice being provided to the Holder.


 


9. AMENDMENT
AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively
or prospectively) only with the written consent of the Company and the Holder.


 


10. GOVERNING
LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada 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 Massachusetts or in the federal courts located in the Commonwealth
of Massachusetts. 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
BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. 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.


 


11.ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms
and conditions contained herein.


 






    6


     


    




 





12. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a) “Nasdaq”
means www.Nasdaq.com.


 


(b) “Closing
Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal
Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate
the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq,
or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security
as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask
prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for
a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the
fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for
any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


(c) “Common
Stock” means the Company’s common stock, and any other class of securities into which such securities may hereafter be
reclassified or changed.


 


(d) “Common
Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common
Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time
convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


(e) [Intentionally
Omitted].


 


(f)[Intentionally
Omitted].


 


(g) “Principal
Market” means the primary national securities exchange on which the Common Stock is then traded.


 


(h) “Market
Price” means the highest traded price of the Common Stock during the thirty (30) Trading Days prior to the date of the
respective Exercise Notice.


 


(i) “Trading
Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the
Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on
any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.


 


*    *    *
 *  *   *   *  *


 






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IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the issuance Date set forth above.


 





	 	NANOFLEX POWER CORPORATION
	 	 
	 	/s/ Dean Ledger
	 	Name:	Dean Ledger
	 	Title:	Chief Executive Officer










 






     


     


    




 


EXHIBIT
A 


 


EXERCISE
NOTICE


 


(To
be executed by the registered holder to exercise this Common Stock Purchase Warrant)


 


The
Undersigned holder hereby exercises the right
to purchase ________________ of the shares of Common Stock (“Warrant Shares”) of Nanoflex Power Corporation, a
Florida corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


		1.	Form
of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):



 


		☐	a
cash exercise with respect to_________________Warrant Shares; or



		☐	by
cashless exercise pursuant to the Warrant.



 


		2,	Payment
of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise
Price in the sum of $_________to the Company in accordance with the terms of the Warrant.



 


		3.	Delivery
of Warrant Shares. The Company shall deliver to the holder___________________Warrant Shares in
accordance with the terms of the Warrant.






 


Date:
_________________


 


	 	 
	 	(Print Name of Registered Holder)
	 	 	 
	 	By:	 
	 	Name:	
	 	Title:	



 





 






     


     


    

 





EXHIBIT B 


 


ASSIGNMENT
OF WARRANT


 


(To
be signed only upon authorized transfer of the Warrant)


 


For
Value Received, the undersigned hereby sells,
assigns, and transfers unto _________________ the right to purchase _______________ shares of common stock of Nanoflex
Power Corporation, to which the within Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact,
to transfer said right on the books of Nanoflex Power Corporation with full power of substitution and re-substitution in the premises.
By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.


 


Dated:
_________________ 


 





	 	 
	 	(Signature) *
	 	 
	 	 
	 	(Name)
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Social Security or Tax Identification No.)







 













*
The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase
Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation,
partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.