Exhibit 10.9


 


WARRANT AGREEMENT


 


THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED. 


 


	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Void after: _____ __, 2021	 



 


Warrant
No.:      1       



 


WARRANT TO PURCHASE SHARES


 


This Warrant is issued to _______________. (XXXX”) by
Odyssey Group International, a Nevada corporation (the “Company”).


 


1. Purchase of Shares. Subject
to the terms and conditions hereinafter set forth, the holder of this Warrant is entitled, upon surrender of this Warrant at the
principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase
from the Company up to ___________ fully paid and nonassessable shares of the Company’s Common Stock (each a “Share”
and collectively the “Shares”) at an exercise price of $ ____ per Share (such price is herein referred
to as the “Exercise Price”).


 


2. Exercise Period. This Warrant
shall be exercisable, in whole or in part, during the term commencing on the issuance date of this Warrant and ending at 5 p.m.
California time on __________ __, 2021(the “Exercise Period”).


 


3. Method of Exercise. While
this Warrant remains outstanding and exercisable in accordance with Section 2 above, the holder may exercise from time to
time, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:


 


(i) the surrender of the Warrant,
together with a notice of exercise to the Secretary of the Company at its principal offices; and


 


(ii) the payment to the Company
of an amount equal to the aggregate Exercise Price for the number of Shares being purchased.


 


4. Certificates for Shares; Amendments
of Warrants. Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the number of
Shares so purchased shall be issued as soon as practicable thereafter, and in any event within thirty (30) days of the delivery
of the subscription notice. Upon partial exercise, the Company shall promptly issue an amended Warrant representing the remaining
number of Shares purchasable thereunder. All other terms and conditions of such amended Warrant shall be identical to those contained
herein.


 


5. Issuance of Shares. The
Company covenants that (i) the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued,
fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof, (ii) during
the Exercise Period the Company will reserve from its authorized and unissued Common Stock sufficient Shares in order to perform
its obligations under this warrant.


 


6. Adjustment of Exercise Price
and Number of Shares. The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price
shall be subject to adjustment from time to time as follows:


 


(a) Subdivisions, Combinations
and Other Issuances. If the Company shall at any time before the expiration of this Warrant subdivide the Shares, by split-up
or otherwise, or combine its Shares, or issue additional shares of its Shares as a dividend, the number of Shares issuable on the
exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately
decreased in the case of a combination. Appropriate adjustments shall also be made to the purchase price payable per share, but
the aggregate purchase price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the
same. Any adjustment under this Section 6(a) shall become effective at the close of business on the date the subdivision or
combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the
making of such dividend.


 


 


 






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(b) Reclassification,
Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock (including
because of a change of control) of the Company (other than as a result of a subdivision, combination, or stock dividend provided
for in Section 6(a) above), then the Company shall make appropriate provision so that the holder of this Warrant shall have
the right at any time before the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise
of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification,
reorganization, or change by a holder of the same number of Shares as were purchasable by the holder of this Warrant immediately
before such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to
the rights and interest of the holder of this Warrant so that the provisions hereof shall thereafter be applicable with respect
to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be
made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.


 


(c) Notice of Adjustment.
When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant, or in the
Exercise Price, the Company shall promptly notify the holder of such event and of the number of Shares or other securities or property
thereafter purchasable upon exercise of this Warrant.


 


7. No Fractional Shares or Scrip.
No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of
such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect.


 


8. Representations of the Company.
The Company represents that all corporate actions on the part of the Company, its officers, directors and stockholders necessary
for the sale and issuance of this Warrant have been taken.


 


9. Representations and Warranties
by the Holder. The Holder represents and warrants to the Company as follows:


 


(a) This Warrant and the Shares
issuable upon exercise thereof are being acquired for its own account, for investment and not with a view to, or for resale in
connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended
(the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing,
in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment
and not with a view toward distribution or resale.


 


(b) The Holder understands that
the Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the
registration and prospectus delivery requirements of the Act pursuant to Section 4(2) thereof, and that they must be held
by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment indefinitely, unless a
subsequent disposition thereof is registered under the Act or is exempted from such registration. The Holder further understands
that the Warrant Shares have not been qualified under the California Securities Law of 1968 (the “California Law”)
by reason of their issuance in a transaction exempt from the qualification requirements of the California Law pursuant to Section 25102(f)
thereof, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent expressed
above.


 


(c) The Holder has such knowledge
and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this
Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith. 


 


(d) The Holder is able to bear
the economic risk of the purchase of the Shares pursuant to the terms of this Warrant.


 


(e) The Holder is an “accredited
investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act. 


 


10. Restrictive Legend. 


 


The Shares (unless registered under the
Act) shall be stamped or imprinted with a legend in substantially the following form:


 


(i) THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY
NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE
PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR
SUCH TRANSFER TO COMPLY WITH THE ACT.


 


 


 






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(ii) THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND RESTATED VOTING AGREEMENT AND
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH
IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONS ARE BINDING UPON ALL TRANSFEREES OF THE SECURITIES. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE
EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING IF REQUESTED BY THE UNDERWRITERS
IN ACCORDANCE WITH SUCH AGREEMENT.


 


11. Warrants Transferable.
Subject to compliance with the terms and conditions of this Section 11, this Warrant and all rights hereunder are transferable,
without charge to the holder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsed or accompanied
by written instructions of transfer. With respect to any offer, sale or other disposition of this Warrant or any Shares acquired
pursuant to the exercise of this Warrant before registration of such Warrant or Shares, the holder hereof agrees to give written
notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such holder’s
counsel, or other evidence, if requested by the Company, to the effect that such offer, sale or other disposition may be effected
without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of
this Warrant or the Shares and indicating whether or not under the Act certificates for this Warrant or the Shares to be sold or
otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance
with such law. Upon receiving such written notice and reasonably satisfactory opinion or other evidence, if so requested, the Company,
as promptly as practicable, shall notify such holder that such holder may sell or otherwise dispose of this Warrant or such Shares,
all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this Section 11
that the opinion of counsel for the holder or other evidence is not reasonably satisfactory to the Company, the Company shall so
notify the holder promptly with details thereof after such determination has been made. Each certificate representing this Warrant
or the Shares transferred in accordance with this Section 11 shall bear a legend as to the applicable restrictions on transferability
in order to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the holder, such legend is not required.
In order to ensure compliance with such laws, the Company may issue stop transfer instructions to its transfer agent in connection
with such restrictions.


 


12. Rights of
Stockholders. No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed
the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for
any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the
rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or
otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant
shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided
herein. 


 


13. Notices. All notices and
other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event
be deemed to be given upon receipt or, if earlier, (a) five (5) days after deposit with the U.S. Postal Service or other
applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one
business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid or (d) one
business day after the business day of facsimile transmission, or email to the Odyssey President or CFO.


 


14. Governing Law. This Warrant
and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws
of California, without regard to the conflicts of law provisions of California or of any other state.


 


15. Rights and Obligations Survive
Exercise of Warrant. Unless otherwise provided herein, the rights and obligations of the Company, of the holder of this
Warrant and of the holder of the Shares issued upon exercise of this Warrant, shall survive the exercise of this Warrant.


 


	 	 	 
	Odyssey Group International
	 
	 
	 	 
	By:	 	 
	Its:	 	 


 


 






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EXHIBIT A 


 


NOTICE OF EXERCISE 


 


 


 


	TO:	Odyssey Group International 

2372 Morse Rd.

Irvine, CA 92614

Attention: J. Michael Redmond





 


 


1. The undersigned hereby elects to purchase                      shares
of Common Stock of Odyssey Group International (the “Shares”) pursuant to the terms of the attached Warrant.


 


2. The undersigned elects to exercise the
attached Warrant by means of a cash payment, and tenders herewith payment in full for the purchase price of the shares being purchased,
together with all applicable transfer taxes, if any. 


 


3. Please issue a certificate or certificates
representing said Shares in the name of the undersigned or in such other name as is specified below: 


 


	 
	 
	(Name)
	 
	 
	 
	 
	(Address)


 


4. The undersigned hereby represents and
warrants that the aforesaid Shares are being acquired for the account of the undersigned for investment and not with a view to,
or for resale, in connection with the distribution thereof, and that the undersigned has no present intention of distributing or
reselling such shares and all representations and warranties of the undersigned set forth in Section 9 of the attached Warrant
(including Section 9(e) thereof) are true and correct as of the date hereof. 


 


	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	(Signature)
	 	 	 
	 	 	 	 	 
	 	 	 	 	(Name)
	 	 	 
	 	 	 	 	 
	(Date)	 	 	 	(Title)


 


 






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EXHIBIT B


 


FORM OF TRANSFER


 


(To be signed only upon transfer of Warrant)


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto                                        
                              the
right represented by the attached Warrant to purchase                          shares
of Common Stock of Odyssey Group International, Inc. to which the attached Warrant relates, and appoints                                          Attorney
to transfer such right on the books of Odyssey Group International, 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:	 	 
	 	 
	 	 	 
	 	 
	 	 	 


 


 


	 
	Signed in the presence of:
	 
	 


 


 


 


 






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