Exhibit 10.7


 


THIS WARRANT AND THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS
OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


Right to purchase 50,000 shares of Common
Stock of Odyssey Group International, Inc. (subject to adjustment as provided herein)


 


COMMON STOCK PURCHASE WARRANT


 


	WAR-XXX	Issue Date: March 5, 2021


 


Odyssey Group International,
Inc. a corporation organized under the laws of the State of Nevada hereby certifies that, for value received, the undersigned,
or their assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company
(as defined herein) at any time commencing at any time after the Issue Date of this Warrant until the one (1) year anniversary
of the above-referenced date, but subject to Section 1.4 below, up to 50,000 fully paid and non-assessable shares of Common Stock
(as hereinafter defined), $0.001 par value per share, at the applicable Exercise Price per share (as defined below). The number
and character of such shares of Common Stock and the applicable Exercise Price per share are subject to adjustment as provided
herein.


 


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


 


(a)            
The term “Common Stock” includes (i) the Company’s common stock, par value $0.001 per share; and (ii)
any other securities into which or for which any of the securities described in the preceding clause (i) may be converted or exchanged
pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


 


(b)            
The term “Company” shall include Odyssey Group International, Inc., a Nevada corporation, and any person or
entity, which shall succeed, or assume the obligations of, Odyssey Group International, Inc. hereunder.


 


(c)            
The “Exercise Price” applicable under this Warrant shall be Two Dollars ($2.00) per share.


 


(d)            
The term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company
or any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall
have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable
or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise.


 


1.              
Exercise of Warrant.


 


1.1.         
Number of Shares Issuable upon Exercise. From and after the date hereof, the Holder shall be entitled to receive,
upon exercise of this Warrant in whole or in part, by delivery of an original or fax copy of an exercise notice in the form attached
hereto as Exhibit A (the “Exercise Notice”), shares of Common Stock of the Company, subject to adjustment pursuant
to Section 4.


 


1.2.         
Company Acknowledgment. In the event the Holder elects to purchase only a portion of the Common Stock available under
the Warrants, the Company will, at the time of the exercise of this Warrant and upon the request of the Holder hereof, acknowledge
in writing the number of shares of Common Stock to which such Holder shall continue to be entitled to purchase after such exercise
and in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure shall not
affect the continuing obligation of the Company to afford to such holder any such rights.


 


1.3.         
Trustee for Warrant Holders. In the event that a bank or trust company shall have been appointed as trustee for the
Holders of this Warrant pursuant to Subsection 3.2, such bank or trust company shall have all the powers and duties of a warrant
agent (as hereinafter described) and shall accept, in its own name for the account of the Company or such successor person as may
be entitled thereto, all amounts otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant
pursuant to this Section 1.


 


 


 






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1.4.         
Termination of Warrant. In the event the Warrants are not exercised within One (1) Year and One (1) day from the
Issue Date, the right to exercise shall terminate.


 


2.              
Procedure for Exercise.


 


2.1.         
Delivery of Stock Certificates, Etc., on Exercise. The Company agrees that the shares of Common Stock purchased upon
exercise of this Warrant shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business
on the date on which this Warrant shall have been surrendered and payment made for such shares in accordance herewith. As soon
as practicable after the exercise of this Warrant in full or in part, and in any event within Three (3) business days thereafter
(“Warrant Share Delivery Date”), the Company shall, at its expense (including the payment by it of any applicable issue
taxes), cause to be issued in the name of and delivered to the Holder, or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly
and validly issued, fully paid and non-assessable shares of Common Stock to which such Holder shall be entitled on such exercise.
The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in
economic loss to the Holder. Furthermore, in addition to any other remedies which may be available to the Holder, in the event
that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may
revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company
and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of
this Warrant.


 


2.2.         
Exercise. Payment must be made by the Holder by either cash by wire transfer of immediately available funds or by
certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, and the
Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and non-assessable shares
of Common Stock (or Other Securities) determined as provided herein.


 


3.              
Effect of Reorganization, Etc.; Adjustment of Exercise Price.


 


3.1.         
Reorganization, Consolidation, Merger, Etc. If there occurs any capital reorganization or any reclassification of
the Common Stock of the Company, the consolidation or merger of the Company with or into another person (other than a merger or
consolidation of the Company in which the Company is the continuing entity and which does not result in any reorganization or reclassification
of its outstanding Common Stock) or the sale or conveyance of all or substantially all of the assets of the Company to another
person, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance,
the Holder will be entitled to receive upon surrender of the Warrant to the Company (a) to the extent there are cash proceeds resulting
from the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for such
Warrant, cash in an amount equal to the cash proceeds that would have been payable to the Holder had the Holder exercised such
Warrant immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance,
less the aggregate Exercise Price payable upon exercise of the Warrant, and (b) to the extent that the Holder would be entitled
to receive Common Stock (or Other Securities) (in addition to or in lieu of cash in connection with any such reorganization, reclassification,
consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable
or distributable to the holders of outstanding Common Stock (or Other Securities) of the Company with respect to their Common Stock
(or Other Securities) upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been
deliverable to the Holder had the Holder exercised such Warrant immediately prior to the consummation of such reorganization, reclassification,
consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate Exercise Price
payable upon exercise of the Warrant.


 


3.2.         
Dissolution. In the event of any dissolution of the Company following the transfer of all or substantially all of
its properties or assets, the Company, concurrently with any distributions made to holders of its Common Stock, shall at its expense
deliver or cause to be delivered to the Holder the stock and other securities and property (including cash, where applicable) receivable
by the Holder pursuant to Section 3.1, or, if the Holder shall so instruct the Company, to a bank or trust company specified by
the Holder and having its principal office in New York, NY as trustee for the Holder (the “Trustee”).


 


3.3.         
Continuation of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following
any transfer) referred to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be
applicable to the shares of stock and other securities and property receivable on the exercise of this Warrant after the consummation
of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may
be, and shall be binding upon the issuer of any such stock or other securities, 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 4. In the event this Warrant does not continue in full force and effect
after the consummation of the transactions described in this Section 3, then the Company’s securities and property (including
cash, where applicable) receivable by the Holder will be delivered to the Holder or the Trustee as contemplated by Section 3.2.


 


 


 






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4.              
Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the
Common Stock as a dividend or other distribution on outstanding Common Stock or any preferred stock issued by the Company (b) subdivide
its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of
shares of the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event,
be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding
immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price,
as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in
this Section 4. The number of shares of Common Stock that the Holder shall thereafter, on the exercise hereof as provided in Section
1, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would
otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the
Exercise Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise
Price in effect on the date of such exercise (taking into account the provisions of this Section 4). Notwithstanding the foregoing,
in no event shall the Exercise Price be less than the par value of the Common Stock.


 


5.              
Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other
Securities) issuable on the exercise of this Warrant, the Company at its expense will promptly cause its Chief Financial Officer
or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare
a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment
is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of
Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common
Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common
Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted
or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder and any
warrant agent of the Company (appointed pursuant to Section 10 hereof).


 


6.              
Reservation of Stock, Etc., Issuable on Exercise of Warrant. The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of this Warrant, shares of Common Stock (or Other Securities) from time to time
issuable on the exercise of this Warrant.


 


7.              
Assignment; Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights
evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”) in whole or in part. On the surrender
for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor
Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable
securities laws, which shall include, without limitation, the provision of a legal opinion from the Transferor’s counsel
(at the Company’s expense) that such transfer is exempt from the registration requirements of applicable securities laws,
the Company at its expense (but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on
the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified
in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for
the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.


 


8.              
Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this 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 this Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


9.              
Maximum Exercise. Notwithstanding anything herein to the contrary, in no event shall the Holder be entitled to exercise
any portion of this Warrant in excess of that portion of this Warrant upon exercise of which the sum of (a) the number of shares
of Common Stock beneficially owned by the Holder and its Affiliates and (b) the number of shares of Common Stock issuable upon
the exercise of the portion of this Warrant with respect to which the determination of this limitation is being made, would result
in beneficial ownership by the Holder and its Affiliates of any amount greater than 4.99% of the then outstanding shares of Common
Stock. As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through
one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are
used in and construed under Rule 144 under the Securities Act. For purposes of the second preceding sentence, beneficial ownership
shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13(d)-(g)
thereunder.


 


 


 






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10.           
Warrant Agent. The Company may, by written notice to the Holder of the Warrant, appoint an agent for the purpose
of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant
to Section 7, and replacing this Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such issuance, exchange
or replacement, as the case may be, shall be made at such office by such agent.


 


11.           
Transfer on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company
may treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 


12.           
Notices, Etc. All notices and other communications from the Company to the Holder shall be mailed by first class
registered or certified mail, postage prepaid, at such address as may have been furnished to the Company in writing by such Holder
or, until any such Holder furnishes to the Company an address, then to, and at the address of, the last Holder who has so furnished
an address to the Company.


 


13.           
Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated 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 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 CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT ONLY IN THE STATE COURTS
OF NEVADA OR IN THE FEDERAL COURTS LOCATED IN THE STATE OF NEVADA; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS
PROVISION AND BRING AN ACTION OUTSIDE THE STATE OF NEVADA. The individuals executing this Warrant on behalf of the Company agree
to submit to the jurisdiction of such courts and waive trial by jury. The prevailing party shall be entitled to recover from the
other party its reasonable attorneys’ fees and costs. In the event that any provision of this Warrant 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 this Warrant. 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 hereof.
The Company acknowledges that legal counsel participated in the preparation of this Warrant and, therefore, stipulates that the
rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation
of this Warrant to favor any party against the other party.


 


 


 


[SIGNATURE PAGE TO FOLLOW]


 


 






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IN WITNESS WHEREOF,
the Company has executed this Warrant as of the date first written above.


 


	 	Odyssey Group International, Inc.,
	 	 
	 	 
	 	/s/ J. Michael Redmond
	 	By:     J. Michael Redmond
	 	Title:  President and Chief Executive Officer



 


 


 


 


 


 


 






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EXHIBIT A


 


FORM OF SUBSCRIPTION

(To Be Signed Only On Exercise Of Warrant)


 


 


	TO:	Odyssey Group International, Inc.
	 	 
	 	 
	 	Attention:       Chief
Executive Officer




 


The undersigned, pursuant
to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):


 


	_____	
        _______________ shares of the Common Stock
        covered by such Warrant; or

        (insert number)

         

	_____	the maximum number of shares of Common Stock covered by such Warrant


 


The undersigned herewith
makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which is Two Dollars
($2.00). Such payment takes the form of (check applicable box or boxes):


 


	_____	$_____________ by wire transfer of immediately available funds; and/or
	_____	$_____________ by cashier’s check
	 	 


 


The undersigned requests
that the certificates for such shares be issued in the name of, and delivered to _____________ whose address is ___________________________________________________________________________.


 


The undersigned represents
and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”)
or pursuant to an exemption from registration under the Securities Act.


 


	Dated:	_____	______________________________________
	 	 	(Signature must conform to name of Holder as specified on the face of the Warrant)
	 	 	
         

         

        Address:__________________

__________________________

         



 


 


 


 


 


 


 


 


 


 






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EXHIBIT B


 


FORM OF TRANSFEROR ENDORSEMENT

(To Be Signed Only On Transfer Of Warrant)


 


For value received,
the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees”
the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of Odyssey Group International,
Inc. into which the within Warrant relates specified under the headings “Percentage Transferred” and “Number
Transferred,” respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its
respective right on the books of Odyssey Group International, Inc. with full power of substitution in the premises.


 





	Transferees	 	Address	 	Percentage
 Transferred	 	Number 
 Transferred
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 




 


 





	Dated:	___________	__________
	 	 	(Signature must conform to name of Holder as specified on the face of the Warrant)
	 	 	
        Address: _____________________

                  _____________________

         

         

	 	 	
        SIGNED IN THE PRESENCE OF:

         

        

	 	 	 
	 	 	(Name)
	
        ACCEPTED AND AGREED:

        [TRANSFEREE]

         

         

         
	 
	 	 
	(Name)