Exhibit 10.7


 


No. 2017-C-O-XX


 


ARKADOS GROUP, INC.


       


COMMON STOCK PURCHASE WARRANT


 


THE WARRANT REPRESENTED BY THIS CERTIFICATE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AS SET FORTH IN THIS CERTIFICATE. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT
THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT.


 


WARRANT CERTIFICATE


 


THIS WARRANT CERTIFICATE
(the "Warrant Certificate") certifies that for value received, ___________________ (the "Holder"), is
the owner of this warrant (the "Warrant"), which entitles the Holder to purchase at any time on or before the Expiration
Date (as defined below) ____________________________________ (_______________) shares (the "Warrant Shares") of fully
paid non-assessable shares of the common stock (the "Common Stock") of ARKADOS GROUP, INC., a Delaware corporation (the
"Company"), at a purchase price per Warrant Share of One Dollar and No Cents ($1.00) (the "Purchase Price"),
in lawful money of the United States of America by bank or certified check, subject to adjustment as hereinafter provided or by
cashless exercise as provided in Section 2(a). This Warrant is issued for services rendered by Holder to Company.


 


		1.	WARRANT; PURCHASE PRICE.



 


This Warrant shall entitle
the Holder to purchase the Warrant Shares at the Purchase Price. The Purchase Price and the number of Warrant Shares evidenced
by this Warrant Certificate are subject to adjustment as provided in Article 6.


 






    	 	 	 



     


    

 


		2.	EXERCISE; EXPIRATION DATE.



 


(a)            This Warrant is
exercisable, at the option of the Holder, at any time after the date of issuance and on or before the Expiration Date (as defined
below) by (i) delivering to the Company written notice of exercise (the "Exercise Notice"), stating the number of Warrant
Shares to be purchased thereby, accompanied by bank or certified check payable to the order of the Company for the Warrant Shares
being purchased or (ii) presentation and surrender of this Warrant to the Company at its principal executive offices with a written
notice of the holder's intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock
to be issued upon such exercise in accordance with the terms hereof (a "Cashless Exercise. In the event of a Cashless Exercise,
in lieu of paying the Exercise Price in cash, the holder shall surrender this Warrant for that number of shares of Common Stock
determined by multiplying the number of Warrant Shares to which it would otherwise be entitled by a fraction, (x) the numerator
of which shall be the difference between the closing market price per share of the Common Stock on the last business day prior
to the date the exercise is delivered to the Company (the “Current Market Price”) and the Purchase Price and (y) the
denominator of which shall be the Current Market Price per share of Common Stock. Within ten (10) business days of the Company's
receipt of the Exercise Notice accompanied by the consideration for the Warrant Shares being purchased, or a Cashless Exercise,
the Company shall instruct its transfer agent to issue and deliver to the Holder a certificate representing the Warrant Shares
being purchased. In the case of exercise for less than all of the Warrant Shares represented by this Warrant Certificate, the Company
shall cancel this Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate for the
balance of such Warrant Shares.


 


(b)            Expiration.
The term "Expiration Date" shall mean 5:00 p.m., New York time, on the third (3rd) anniversary of the date
set forth in the signature block of this Warrant or if such date in the State of New York shall be a holiday or a day on which
banks are authorized to close, then 5:00 p.m., New York time, the next following day which in the State of New York is not a holiday
or a day on which banks are authorized to close.


 


		3.	RESTRICTIONS ON TRANSFER.



 


(a)            Restrictions.
This Warrant, and the Warrant Shares or any other security issuable upon exercise of this Warrant may not be assigned, transferred,
sold, or otherwise disposed of unless (i) there is in effect a registration statement under the Act covering such sale, transfer,
or other disposition or (ii) the Holder furnishes to the Company an opinion of counsel, reasonably acceptable to counsel for the
Company, to the effect that the proposed sale, transfer, or other disposition may be effected without registration under the Act,
as well as such other documentation incident to such sale, transfer, or other disposition as the Company's counsel shall reasonably
request.


 


(b)            Legend. Any
Warrant Shares issued upon the exercise of this Warrant shall bear substantially the following legend:


 






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“The shares
represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares have been acquired
for investment and may not be offered, sold or otherwise transferred in the absence of an effective registration statement and
with respect to the shares or an exemption from the registration requirements of said act that is then applicable to the shares,
as to which a prior opinion of counsel acceptable to the issuer or transfer agent may be required.”


 


		4.	RESERVATION OF SHARES.



 


The Company covenants that
it will at all time reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon exercise
of this Warrant, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company
covenants that all shares of Common Stock which shall be issuable upon exercise of this Warrant shall be duly and validly issued
and fully paid and non-assessable and free from all taxes, liens, and charges with respect to the issue thereof.


 


		5.	LOSS OR MUTILATION.



 


If the Holder loses this
Warrant, or if this Warrant is stolen, destroyed or mutilated, the Company shall issue an identical replacement Warrant upon the
Holder's delivery to the Company of a customary agreement to indemnify the Company for any losses resulting from the issuance of
the replacement Warrant.


 


		6.	PROVISIONS REGARDING ADJUSTMENTS TO STOCK.



 


		(a)	Stock Dividends, Subdivisions and Combinations. If at any time the Company shall:



 


(i)            take a record
of the holders of its Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of,
additional shares of Common Stock,


 


(ii)           subdivide its outstanding
shares of Common Stock into a larger number of shares of Common Stock, or


 


(iii)          combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock,


 


then (A) the number of shares of Common Stock
for which this Warrant is exercisable into immediately after the occurrence of any such event shall be adjusted to equal the number
of shares of Common Stock which a record holder of the same number of shares of Common Stock for which this Warrant is exercisable
into immediately prior to the occurrence of such event would own or be entitled to receive after the happening of such event, and
(B) the Purchase Price shall be adjusted to equal (x) the current Purchase Price immediately prior to the adjustment multiplied
by the number of shares of Common Stock for which this Warrant is exercisable into immediately prior to the adjustment divided
by (y) the number of shares of Common Stock for which this Warrant is exercisable into immediately after such adjustment.


 






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(b)            Certificate as
to Adjustments. Upon the occurrence of each adjustment or readjustment of the Purchase Price, the Company, at its expense,
shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to the Holder
a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment
is based. The Company shall, upon the written request at any time of the Holder, furnish or cause to be furnished to such holder
a like certificate setting forth (i) such adjustments and readjustments, (ii) the Purchase Price at the time in effect for this
Warrant and (iii) the number of shares of Common Stock and the amount, if any, or other property which at the time would be received
upon the exercise of this Warrant.


 


(c)            Notices of Record
Date. In the event of any fixing by the Company of a record date for the holders of any class of securities for the purpose
of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution,
any shares of Common Stock or other securities, or any right to subscribe for, purchase or otherwise acquire, or any option for
the purchase of, any shares of stock of any class or any other securities or property, or to receive any other right, the Company
shall mail to the Holder at least thirty (30) days prior to the date specified therein, a notice specifying the date on which any
such record is to be taken for the purpose of such dividend, distribution or rights, and the amount and character of such dividend,
distribution or right.


 


(d)            Merger, Consolidation,
etc. In case of any capital reorganization or any reclassification of the capital stock of the Company or in case of the consolidation
or merger of the Company with another corporation (or in the case of any sale, transfer, or other disposition to another corporation
of all or substantially all the property, assets, business, and goodwill of the Company), the Holder of this Warrant shall thereafter
be entitled to purchase the kind and amount of shares of capital stock which this Warrant entitled the Holder to purchase immediately
prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, transfer, or other disposition;
and in any such case appropriate adjustments shall be made in the application of the provisions of this Section 6 with respect
to rights and interests thereafter of the Holder of this Warrant to the end that the provisions of this Section 6 shall thereafter
be applicable, as near as reasonably may be, in relation to any shares or other property thereafter purchasable upon the exercise
of this Warrant.


 


(e)            Fractional Shares.
No certificate for fractional shares shall be issued upon the exercise of this Warrant, but in lieu thereof the Company shall purchase
any such fractional shares calculated to the nearest cent or round up the fraction to the next whole share.


 


(f)            Rights of the
Holder. The Holder of this Warrant shall not be entitled to any rights of a shareholder of the Company in respect of any Warrant
Shares purchasable upon the exercise hereof until such Warrant Shares have been paid for in full and issued to it. As soon as practicable
after such exercise, the Company shall deliver a certificate or certificates for the number of full shares of Common Stock issuable
upon such exercise, to the person or persons entitled to receive the same.


 


		7.	RepResentations
and Warranties.



 


The Holder, by acceptance
of this Warrant, represents and warrants to, and covenants and agrees with, the Company as follows:


 






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(a)            The Warrant is being
acquired for the Holder's own account for investment and not with a view toward resale or distribution of any part thereof, and
the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same.


 


(b)            The Holder is aware
that the Warrant is not registered under the Act or any state securities or blue sky laws and, as a result, substantial restrictions
exist with respect to the transferability of the Warrant and the Warrant Shares to be acquired upon exercise of the Warrant.


 


(c)            The Holder is an
accredited investor as defined in Rule 501(a) of Regulation D under the Act and is a sophisticated investor familiar with the type
of risks inherent in the acquisition of securities such as the Warrant, and its financial position is such that it can afford to
retain the Warrant and the Warrant Shares for an indefinite period of time without realizing any direct or indirect cash return
on this investment.


 


		8.	NO IMPAIRMENT.



 


The Company shall not by
any action including, without limitation, amending 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 of this Warrant, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against
impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the amount payable therefore upon such exercise immediately prior
to such increase in par value, (b) 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 (c) use its best
efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as
may be necessary to enable the Company to perform its obligations under this Warrant. Upon the request of Holder, the Company will
at any time during the period this Warrant is outstanding acknowledge in writing, in form satisfactory to Holder, the continuing
validity of this Warrant and the obligations of the Company hereunder.


 


		9.	NO REGISTRATION RIGHTS.



 


There are no registration
rights associated with this Warrant or the underlying Warrant Shares when issued.


 


		10.	SUPPLYING INFORMATION.



 


The Company shall cooperate
with Holder and each holder of Warrant Shares in supplying such information pertaining to the Company as may be reasonable necessary
for such Holder and each holder of Warrant Shares to complete and file any information reporting forms presently or hereafter required
by the Securities and Exchange Commission as a condition to the availability of an exemption from the Act for the sale of Warrant
Shares.


 






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		11	LIMITATION OF LIABILITY.



 


No provision hereof, in
the absence of affirmative action by Holder to purchase shares of Common Stock, and no enumeration herein of the rights or privileges
of Holder hereof, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of
the Company, whether such liability is asserted by the Company or by creditors of the Company.


 


		12	MISCELLANEOUS.



 


(a)            Transfer Taxes;
Expenses. The Holder shall pay any and all underwriters' discounts, brokerage fees, and transfer taxes incident to the sale
or exercise of this Warrant or the sale of the underlying shares issuable hereunder, and shall pay the fees and expenses of any
special attorneys or accountants retained by it.


 


(b)            Successors and
Assigns. Subject to compliance with the provisions of Section 3, this Warrant and the rights evidenced hereby shall inure to
the benefit of and be binding upon the successors of the Company and the successors and assigns of Holder. The provisions of this
Warrant are intended to be for the benefit of all Holders from time to time of this Warrant, and shall be enforceable by any such
Holder.


 


(c)            Notice. Any notice or other communication
required or permitted to be given to the Company shall be in writing and shall be delivered by certified mail with return receipt
or delivered in person against receipt, addressed to the Company at 211 Warren Street, Suite 320, Newark, New Jersey 07103.


 


(d)            Governing Law. This Warrant Certificate
shall be governed by, and construed in accordance with, the internal laws of the State of New Jersey, without reference to the
conflicts of laws provisions thereof.


 


IN WITNESS WHEREOF, the Company
has caused this Warrant Certificate to be duly executed as of the date set forth below.


 


	 	Arkados Group, Inc.
	 	 	 	 
	 	By:	/s/ Terrence DeFranco
	 	 	Name:	Terrence DeFranco
	 	 	Title:	CEO


 


Issuance Date: May 1, 2017


 




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ARKADOS GROUP, INC.


 


FORM OF EXERCISE OF WARRANT


 


No. 2017-C-O-XX


 


 ̈
The undersigned hereby elects to exercise this Warrant as to _____________ shares of the Common Stock of Arkados Group,
Inc., a Delaware corporation, covered thereby. Enclosed herewith is a bank or certified check in the amount of $_____________ payable
to the Company.


 


Delivery of exercise notice
requiring a payment by check must be by national courier (Fedex, UPS, etc.) to:


Arkados Group,
Inc.


211 Warren Street,
Suite 320,


Newark, NJ 07103


Attn: Terrence
DeFranco


 ̈
The undersigned hereby elects to effect a cashless exercise of this Warrant as to _____________ shares. The Company is authorized
to deduct from the requested number exercised and to issue me that number of shares of its Common Stock determined by the formula
set forth in Section 2(a) of the Warrant.


 


Please note: if the exercise involves a
cashless exercise for the entire amount (i.e. no cash due the Company), please execute this notice in blue ink, scan and email
to the Company’s general counsel via email at generalcounsel@arkadosgroup.com.


 


The shares should be sent to me at the address
provided below.


 


	Date:	 	 	 
	 	 	 	(Signature)





 


	 	Name (Printed):	 


 


	 	Address:	 


 


	 	 
	 	 
	 	Social Security Number (for individual holder) or Employer Identification Number (Tax ID) (for entity):
	 	 
	 	      


 








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