Exhibit
4.11


 


THIS
OPTION AND THE SHARES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


Dated:
March 2, 2021


 


OPTION
TO PURCHASE


SHARES
OF COMMON STOCK OF


NANO
MAGIC HOLDINGS INC.


 


This
certifies that Ronald J. Berman (the “Holder”) is entitled to purchase, at a price of $0.75 per share (the
“Exercise Price”) subject to adjustment under Section 4 below), from Nano Magic Holdings Inc., a Delaware corporation
(the “Company”), up to 100,000 fully paid and nonassessable shares (the “Option Shares”)
of Common Stock, $0.0001 par value per share (the “Stock”) (subject to vesting under Section 1).


 


	1.	Vesting;
    Exercise; Delivery & Acknowledgement. 


 


	 	1.1.	Vesting.
    This Option is subject to vesting as follows:


 


	The
    right to purchase:	Will
    vest at the conclusion of the audit of calendar year 2021 if:
	12,500
    Option Shares	Nano
    Magic LLC has 2021 revenue of $4 million or more
	12,500
    Option Shares	Nano
    Magic LLC has 2021 revenue of $5 million or more
	12,500
    Option Shares	Nano
    Magic LLC has 2021 revenue of $6 million or more
	12,500
    Option Shares	Nano
    Magic LLC has 2021 revenue of $7 million or more
	12,500
    Option Shares	Nano
    Magic LLC has 2021 revenue of $8 million or more
	12,500
    Option Shares	Nano
    Magic LLC has 2021 revenue of $9 million or more
	25,000
    Option Shares	Nano
    Magic Holdings Inc. has 2021 EBITDA of $1 million or more


 


	 	1.2.	Exercise.
    The vested Tranches of this option are exercisable from time to time, in whole or in part, from and after the date vesting
    occurs for that Tranche up to and including 5:00 p.m. (Eastern Time) on the 5th anniversary of the date of grant (the “Expiration
    Time”), upon delivery to the Company of the Form of (i) the Exercise Notice attached as Appendix A duly completed and
    executed. (ii) payment of the aggregate Exercise Price for the number of shares for which this Option is being exercised,
    and (iii) payment of the Tax Amount Due (as defined in section 2.2).


 


	 	1.3.	Delivery.
    Upon exercise and payment under Section 1.2, the Company will (x) issue and deliver to the Holder, at the Company’s
    expense, a statement for the Option Shares that were purchased or, (y) if available, and upon request and at the expense of
    the Holder, electronically deliver the Option Shares purchased to the Holder’s account at The Depository Trust Company
    (“DTC”) or similar organization. Any other securities or property to which the Holder may be entitled upon exercise
    shall be delivered to the Holder.


 






    	 	 	 



     


    

 


“Business
Day” means any day, other than a Saturday, Sunday and any day which is a legal holiday under the Laws of the State of
Michigan, or is a day on which banking institutions located in the State of Michigan are authorized or required by law or other
governmental action to close.


 


	 	1.4.	Acknowledgement.
    In the case of a purchase of less than all the Option Shares in any Tranche, the Company will execute and deliver to the
    Holder, within ten days after rights represented by this Option have been exercised, an Acknowledgement in the form of Appendix
    B indicating the number of Option Shares which remain in that Tranche, if any.


 


	2.	Payment
    of Exercise Price and Applicable Taxes.


 


	 	2.1.	Exercise
    Price. The aggregate Exercise Price for Option Shares being purchased hereunder may be paid by (i) cash or wire transfer
    of immediately available funds to a bank account specified by the Company, or (ii) certified or bank cashier’s check.
    The Holder may also, in its sole discretion, satisfy its obligation to pay the aggregate purchase price for Option Shares
    through a “cashless exercise,” in which event the Company shall issue to the Holder the number of determined as
    follows:


 


	X
    =	Y(A-B)

	 	A


 


where:


 


X
= the number of Option Shares on which withholding is due.


Y
= the total number of Option Shares with respect to which this Option is being exercised.


A
= the Closing Sale Price for the Trading Day immediately prior to the date of receipt of the Form of Exercise Notice by the Company.


B
= the Exercise Price in effect for the Option Shares at the time of exercise.


 


“Trading
Day” means a day on which (a) the OTC Market or, if the Stock is not trading on the OTC Market, the principal United
States national or regional securities exchange on which the Stock is then listed or open for trading, in each case, with a scheduled
closing time of 4:00 p.m. (New York City time ) or the then-standard closing time for regular trading on the relevant exchange
or market and (b) a Closing Sale Price for the Stock is available on such securities exchange or market. If the Stock is not so
listed, a “Trading Day” means any day on which banking institutions in the State of New York are open for business.


 


“Closing
Sale Price” of the Stock on any date means the closing per share sale price (or, if no closing sales price is reported,
the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask
prices) at 4:00 p.m. (New York City time) on such date as reported by the principal United States national or regional securities
exchange on which the Stock is listed or, if the Stock is not so listed, as reported by OTC Markets Group Inc. or a similar organization.
If the Stock is not so quoted, the “Closing Sales Price” shall be the average of the mid-point of the last bid and
ask prices for the Stock on the relevant date from each of at least three nationally recognized independent investment banking
firms selected by the Company for this purpose.


 






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2.2
Applicable Taxes. The holder shall pay to the Company a payment equal to the Employee Rate multiplied by X(A-B)( as X, A,
and B are defined above, the “Tax Amount Due”). “Employee Rate” means the sum of the rates
for applicable federal, state and local withholding taxes that would be deducted from an employee’s wages if the spread
between the option price and fair market value was paid to the employee in cash, but specifically excludes any taxes due from
the employer. The Tax Amount Due may be paid by (i) cash or wire transfer of immediately available funds to a bank account specified
by the Company, or (ii) certified or bank cashier’s check.


 


	3.	Shares
    to be Fully Paid. All Option Shares which may be issued upon the exercise of the rights represented by this Option will,
    upon issuance, be duly authorized, validly issued, fully paid and nonassessable. The Company will take all action as may be
    reasonably necessary to assure that the shares of Stock may be issued as provided herein without violation of any applicable
    law or regulation, or of any requirements of any securities exchange or automated quotation system, if applicable, upon which
    the Stock may be listed.
	 	 
	4.	Adjustment
    of Exercise Price and Number of Shares. The Exercise Price and the number of Option Shares purchasable are subject to
    adjustment as described in this Section 4. Upon each adjustment of the Exercise Price, the Holder shall thereafter be entitled
    to purchase, at the Exercise Price resulting from the adjustment, the number of shares obtained by multiplying the Exercise
    Price in effect immediately prior to the adjustment by the number of shares purchasable pursuant hereto immediately prior
    to the adjustment, and dividing the product by the Exercise Price resulting from the adjustment.


 


	 	4.1	Subdivisions,
    Combinations and Dividends. If the Company (x) pays a dividend or makes a distribution, in shares of Stock, on any all
    or substantially all shares of Stock, (y) splits or subdivides its outstanding Stock into a greater number of shares, or (z)
    combines its outstanding Stock into a smaller number of shares, then in each case the Exercise Price in effect immediately
    prior thereto shall be adjusted so that the Holder shall be entitled to receive the number of shares of Stock that the Holder
    would have owned or would have been entitled to receive after the occurrence of any of the events described above had this
    Option been exercised immediately prior to the event. An adjustment made under this Section 4.1 will be effective immediately
    after the close of business on the dividend or distribution date in the case of a dividend or distribution and will be effective
    immediately after the close of business on the effective date in the case of a subdivision, split or combination, as the case
    may be. If as a result of an adjustment under this Section 4.1, the Holder is entitled to receive any shares of the Company
    other than shares of Stock, thereafter the number of other shares receivable upon exercise of this Option shall be subject
    to adjustment on terms as nearly equivalent as practicable to the provisions of this Section 4 with respect to the Stock.
	 	4.2	Reclassification.
    If any reclassification of the capital stock of the Company, by merger, consolidation, reorganization or otherwise, is
    effected so that holders of Stock are entitled to receive stock, securities, or other assets or property, then, as a condition
    of the reclassification, lawful and adequate provisions shall be made whereby the Holder shall thereafter have the right to
    purchase and receive (in lieu of the shares of Stock purchasable and receivable upon the exercise of this Option immediately
    prior to the reclassification) the shares of stock, securities or other assets or property as may be issued or payable with
    respect to or in exchange for a number of outstanding shares of Stock equal to the number of shares of Stock purchasable and
    receivable upon the exercise of this Option immediately prior to the reclassification. If the Company is acquired in an all
    cash transaction, the Holder shall have the right to receive cash equal to the value of the Option Shares issuable upon a
    cashless exercise of this Option immediately prior to the closing of the transaction. In any reclassification described above,
    appropriate provision shall be made with respect to the rights and interests of the Holder so that the provisions hereof (including,
    without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable
    upon the exercise of this Option) shall continue to apply in relation to any shares of stock, or other securities or assets
    thereafter deliverable upon the exercise hereof.



 






    	 	3	 



    	 	 	 



    

 


	 	4.3	Pro
    Rata Distributions. If the Company, at any time while this Option is outstanding, distributes to all holders of Stock
    for no consideration (w) evidences of its indebtedness, (x) any security (other than a distribution of Stock covered by the
    preceding paragraphs), (y) rights or options to subscribe for or purchase any security, or (z) any other asset, including
    cash (in each case, “Distributed Property”), then, upon any exercise of this Option that occurs after the
    record date for determination of stockholders entitled to receive the distribution, the Holder shall be entitled to receive,
    in addition to the Option Shares, the Distributed Property that the Holder would have been entitled to receive if the Holder
    been the record holder of the Option Shares immediately prior to the record date.
	 	4.4	Notice
    of Adjustment. Upon any adjustment of the Exercise Price or any increase or decrease in the number of Options Shares purchasable,
    the Company shall give notice to the Holder. The notice shall state the Exercise Price resulting from such adjustment and
    the increase or decrease, if any, in the number of Option Shares purchasable setting forth in reasonable detail the method
    of calculation and the facts upon which the calculation is based.
	 	4.5	Other
    Notices. If at any time: (1) the Company declares any cash dividend upon its shares of Stock; (2) there is any capital
    reorganization or reclassification of the capital stock of the Company; (3) the Company is acquired in an all cash transaction;
    or (4) there is a voluntary or involuntary dissolution, liquidation or winding-up of the Company, then the Company notice
    to the Holder (a) at least ten days prior to the date on which the books of the Company will close, or the record date for
    the dividend, cash payment or for determining rights to vote in respect of any the reorganization or reclassification, and
    (b) if a reorganization or reclassification, at least ten days prior to the date when the same shall take place.


 


	5.	No
    Voting or Dividend Rights. Nothing contained in this Option shall be construed as conferring upon the Holder the right
    to vote or to consent to receive notice as a stockholder of the Company or any other matters or any rights whatsoever as a
    stockholder of the Company prior to the purchase of Option Shares and then only as to the shares purchased in accordance with
    its terms. No dividends or interest shall be payable or accrued in respect of this Option or the interest represented hereby
    or the shares purchasable hereunder until, and only to the extent that, Option Shares are purchased hereunder.


 


	6.	Transfer.
    This Option and the rights granted to Holder are not transferable by the Holder and may not be transferred, in whole or
    in part, except that vested Tranches may be exercised by the legal representative of the Holder for a period of 30 days after
    his death or disability.



 






    	 	4	 



    	 	 	 



    




 


	7.	Lost
    or Mutilated Options. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction,
    or mutilation of this Option and, in the case of any loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory
    to the Company, or in the case of any mutilation upon surrender and cancellation of the Option, the Company, at its expense,
    will make and deliver a new Option, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Option.
	 	 
	8.	Modification
    and Waiver. Any term of this Option may be amended by a writing signed by the Company and the Holder. The observance of
    any term of this Option may be waived (either generally or in a particular instance and either retroactively or prospectively)
    only by a writing signed by the party against whom the waiver is to be enforced.
	 	 
	9.	Successors
    and Assigns. Subject to applicable securities laws, this Option and the rights and obligations evidenced hereby shall
    inure to the benefit of and be binding upon the successors of the Company and of the Holder.
	 	 
	10.	Severability.
    Wherever possible, each provision of this Option shall be interpreted to be effective and valid under applicable law,
    but if any provision of this Option shall be prohibited by or invalid under applicable law, the provision shall be ineffective
    to the extent of the prohibition or invalidity, without invalidating the remainder of the provisions or the remaining provisions
    of this Option.
	 	 
	11.	Notices.
    All notices, requests and other communications hereunder shall be in writing and shall be given and shall be delivered
    personally or via a messenger service (notice given upon receipt), or mailed with confirming e-mail (notice deemed given upon
    earlier of e-mail receipt or receipt of hard copy) to the party’s corporate address or other address on record with
    the other parties.
	 	 
	12.	Governing
    Law. This Option is to be construed in accordance with and governed by the laws of the State of Delaware without regard
    to its principles of conflicts of laws.


 






    	 	5	 



    	 	 	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Option to be duly executed as of the date first above written.


 


Nano
Magic Holdings Inc.


 


	By:	/s/
    Tom J Berman	 
	 	Tom
J. Berman, CEO & President	 


 


	Accepted:	/s/
    Ronald J. Berman	 
	 	Ronald
    J. Berman	 


 






    	 	6	 



    	 	 	 



    

 


APPENDIX
A


 


NOTICE
OF OPTION EXERCISE


 


	TO:
    	Nano
    Magic Holdings Inc.
	 	31601
    Research Park Drive
	 	Madison
    Heights MI 48071
	 	Attn:
    Secretary


 


Via
e-mail: j.rickert@nanomagic.com with a copy to tom@nanomagic.com


 


The
undersigned hereby irrevocably elects to purchase shares of Class A common stock of Nano Magic Holdings Inc under the terms of
that Option issued to Ronald J. Berman on March 2, 2021 (the “Option”) and tenders payment under the Option as follows:


 


Number
of shares being purchased: ___________, payment by wire transfer of $____________OR Cashless exercise, net number of shares to
be delivered: ____________*


 


	X
    =	Y(A-B)

	 	A


 


where:


 


X
= the number of Option Shares on which withholding is due.


Y
= the total number of Option Shares with respect to which this Option is being exercised.


A
= the Closing Sale Price for the Trading Day immediately prior to the date of receipt of the Form of Exercise Notice by the Company.


B
= the Exercise Price in effect for the Option Shares at the time of exercise.


 


Capitalized
terms not defined in this notice have the meanings set forth in the Option. This notice is being sent by facsimile to the number
and officer identified above and by e-mail to the address noted above.


 


Plus
payment of the Tax Amount Due being $________ paid herewith.


 


If
this notice represents the full exercise of the outstanding balance of the Option, either the Holder has previously surrendered
the Option to the Company or will surrender the Option to the Company within ten trading days after delivery of the statement
for the shares.


 


The
address of the Holder to be shown on the records of the Company is:


 


The
Tax ID number of the Holder is: _______________________


E-mail
address for notices: _____________________________


Date
of notice _________________________


Name
of Holder: ____________________________


 


By:
____________________________


 






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APPENDIX
B





 


ACKNOWLEGEMENT


 


Of
Remaining Option Shares


 


TO:
[Holder]


 


Under
the terms of that Option originally issued to Ronald J. Berman on March 2, 2021 (the “Option”) the Company hereby
confirms that the remaining Option Shares under Tranche __ following the Notice of Option Exercise dated _______________ are:





 


	Nano
    Magic Holdings Inc.	 
	 	 	 
	By:	                              	 


 






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