Exhibit 4.6


 














	WARRANT HOLDER: 	(Name)	 
	 	(Street)	 
	 	(City, State, Zip)	 







 


NUMBER OF WARRANT SHARES: _______________


 


THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (REASONABLY ACCEPTABLE
TO THE COMPANY), IN AN ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144
OR RULE 144A UNDER SAID ACT.


 


No. P-_____________


Issuance Date: _______________


 


NANOFLEX POWER
CORPORATION


 


Common Stock Purchase Warrant


 


NanoFlex Power Corporation
(currently under the name Universal Technology Systems Corp.), a Florida corporation, for value received, hereby grants to the
holder as indicated at the beginning of this Warrant, its successors and permitted assigns (collectively, the "Holder"),
this right (the "Warrant"), subject to the terms set forth below, to purchase at the purchase price per share as defined
in Section 2.1 below (the "Purchase Price"), up to that number of Shares (defined below), subject to adjustment as herein
provided (such total number of Shares that may be purchased hereunder being referred to herein as the "Warrant Shares").
This Warrant is offered to the Holder pursuant to a Subscription Agreement by and between the Holder and the Company, dated ___________,
2013 (the “Subscription Agreement”). Capitalized terms not defined herein shall have the meanings ascribed to them
in the Subscription Agreement.


 


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


 


1.1.        "Company" shall include
NanoFlex Power Corporation, a Florida corporation, and, unless otherwise noted to the contrary, any company which shall succeed
to, by merger, consolidation or similar arrangement of the Company's and assume the obligations of NanoFlex Power Corporation hereunder.


 


1.2.        "Other Securities" refers
to any stock (other than the Shares) and other securities of the Company or any other person (corporate or otherwise) that the
Holder at any time shall be entitled to receive, or shall have received, on the exercise of this Warrant, in lieu of or in addition
to Shares, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Shares.


 


1.3.        "Shares" means (a) the
Company's Common Stock, as authorized on the date of this Warrant and (b) if the class of securities described in (a) shall cease
to be issued and outstanding, securities of the same class issued in exchange for or in respect of the securities described in
(a) pursuant to a plan of merger, consolidation, recapitalization or reorganization, the sale of substantially all of the Company's
assets or a similar transaction.


 






    	 



    	 



    

 


2.        Exercise of Warrant.


 


2.1.        Purchase Price. The Warrant
may be exercised, subject to the adjustments in Section 5 hereof, at the initial purchase price of $2.50 per Share (the
"Purchase Price").


 


2.2.        Exercise Period. The Warrant
may be exercised (the "Exercise Period") at any time from the date of grant to and including the fifth anniversary of
the Issuance Date (the “Expiration Date”).


 


2.3.        Shares. The number of shares
subject to this warrant is ____________, subject to the terms specified herein.


 


2.4.        Exercise in Full. Subject
to the limitations stated above, this Warrant may be exercised in full at the option of the Holder by surrender of this Warrant,
with the form of subscription at the end hereof duly executed by the Holder, to the Company at its principal office in the United
States, accompanied by payment, in cash or by certified or official bank check payable to the order of the Company, in the amount
obtained by multiplying the number of Shares for which this Warrant may be exercised by the Purchase Price.


 


2.5.        Partial Exercise.
This Warrant may be exercised in part by surrender of this Warrant in the manner and at the place provided in subsection 2.4 along
with payment in the amount determined by multiplying (a) the number of Shares designated by the holder in the subscription at the
end hereof by (b) the Purchase Price. On any such partial exercise, the Company at its expense will forthwith issue and deliver
to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment
by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces thereof for the number
of Shares for which such Warrant or Warrants may still be exercised.


 


2.6.        Call
Right.  The Company shall have the right to call the exercise of all, or the remaining portion of this Warrant
outstanding and unexercised at the Purchase Price in the event (i) the Volume Weighted Average Price (“VWAP”) of
the Company’s Common Stock equals or exceeds Five Dollars Cents ($5.00) per share during any ten (10) consecutive
trading days, (ii) the average trading volume of the Company’s Common Stock during any ten (10) consecutive trading
days is at least $100,000 per day, and (iii) all Shares for which this Warrant is exercisable are registered for resale by
the Holder (the “Call Conditions”). For the purposes of this Warrant, the “VWAP” shall be the
volume weighted average price reported by Bloomberg for the Common Stock. In the event the Call Conditions are satisfied and
the Company desires to exercise its call rights under this section the Company shall deliver a notice to each registered
Holder of the Warrants setting for the number of Warrants held and the dollar amount due to exercise the Warrants (the
“Call Notice”). Each Holder shall have thirty (30) calendar days from the receipt of the Call Notice to exercise
the unexercised portion of the Warrants (the “Call Period”). Upon the expiration of the Call Period, any
unexercised Warrant shall automatically expire.


 


3.        Delivery of Share Certificates on
Exercise.


 


3.1.        As soon as practicable
after the exercise of this Warrant in full or in part, the Company, at its expense (including the payment by it of any applicable
issue taxes) will cause to be issued in the name of and delivered to the Holder, or as the Holder (upon payment by the Holder of
any applicable transfer taxes) may direct, a certificate or certificates for the number of fully paid and non-assessable Shares
(or Other Securities) to which the Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which the
Holder would otherwise be entitled, cash equal to such fraction multiplied by the then current market value of one full share,
together with any other stock or other securities and property (including cash, where applicable) to which the Holder is entitled
upon such exercise pursuant to Section 2 or otherwise.


 






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4.        Covenants as to Shares.


 


4.1.        Issuance of Shares upon Exercise.
All Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued,
fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof. The Company will at
all times have authorized and reserved, free from preemptive rights, a sufficient number of its Shares to provide for the exercise
of the rights represented by this Warrant.


 


4.2.        Restrictions on Transfer.
Holder represents to the company that it is acquiring the Warrants for its own investment account and without a view to the subsequent
public distribution of the Warrants or Shares otherwise than pursuant to an effective registration statement under the Securities
Act. Each Warrant and each certificate for Shares issued to the Holder and any subsequent holder that have not been sold to the
public pursuant to an effective registration statement under the Securities Act or as to which the restrictions on transfer have
not been removed as hereinafter provided, shall bear a restrictive legend reciting that the same have not been registered pursuant
to the Securities Act and may not be transferred in the absence of an effective registration statement under the Securities Act,
the holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe
the manner of the proposed transfer and shall be accompanied by an opinion of counsel experienced in federal securities laws matters
and reasonably acceptable to the company and its counsel to the effect that the proposed transfer may be effected without registration
under the Securities Act, whereupon, the holder of such Registrable Common Stock shall be entitled to transfer such securities
in accordance with the terms of its notice and such opinion. Restrictions imposed under this Section 4 upon the transferability
of the Warrants or of Shares shall cease when:


 


(a)        a registration statement covering
such Shares becomes effective under the Securities Act, or


 


(b)        the Company receives from the holder
thereof an opinion of counsel experienced in federal securities laws matters, which counsel shall be reasonably acceptable to the
Company, that such restrictions are no longer required in order to insure compliance with the Securities Act.


 


5.        Adjustment of Purchase Price and Number
of Warrant Shares.


 


5.1.        Reorganization, Consolidation
or Merger. If at any time or from time to time, the Company shall (a) effect a plan of merger, consolidation, recapitalization
or reorganization or similar transaction with a corporation (the "Acquiror") whereby the shareholders of the Company
will exchange their shares of the Company for the shares of the parent corporation of the Acquiror, or (b) transfer all or substantially
all of its properties or assets to any other person, under any plan or arrangement contemplating the dissolution of the Company
(which along with any transactions set forth in (a) hereof shall be an "Extraordinary Transaction"), then, in each such
case, the holder of this Warrant, on the exercise hereof as provided in Section 2 at any time after the completion of any Extraordinary
Transaction shall receive, such Shares or Other Securities and property (including cash) to which such holder would have been entitled
in any Extraordinary Transaction as if such holder had so exercised this Warrant, immediately prior thereto.


 






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Upon any Extraordinary
Transaction, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the securities, Shares
and Other Securities and property receivable on the exercise of this Warrant after the consummation of reorganization, consolidation
or merger or the effective date of dissolution following any such transfer, as the case may be, any Extraordinary Transaction and
shall be binding upon the party or parties to the Extraordinary Transaction and their successors, 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 7.


 


5.2.        Subdivisions, Combinations,
Stock Dividends and other Issuances. If the Company shall, at any time while this Warrant is outstanding, (i) pay a stock dividend
or otherwise make a distribution or distributions on any equity securities (including instruments or securities convertible into
or exchangeable for such equity securities) in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock into a
larger number of shares, or (iii) combine outstanding Common Stock into a smaller number of shares, then the Purchase Price shall
be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding before such event
and the denominator of which shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant
to this Section 5 shall become effective immediately after the record date for the determination of stockholders entitled to receive
such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination.
The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Purchase Price pursuant
to this Section 5(b), so that after such adjustments the aggregate Purchase Price payable hereunder for the increased number of
shares shall be the same as the aggregate Purchase Price in effect just prior to such adjustments.


 


5.3.        Other Distributions. If
at any time after the date hereof the Company distributes to holders of its Common Stock, other than as part of its dissolution,
liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness or any of its assets
(other than Common Stock), then the number of Warrant Shares for which this Warrant is exercisable shall be increased to equal:
(i) the number of Warrant Shares for which this Warrant is exercisable immediately prior to such event, (ii) multiplied by a fraction,
(A) the numerator of which shall be the Fair Market Value (as defined below) per share of Common Stock on the record date for the
dividend or distribution, and (B) the denominator of which shall be the Fair Market Value price per share of Common Stock on the
record date for the dividend or distribution minus the amount allocable to one share of Common Stock of the value (as jointly determined
in good faith by the Board of Directors of the Company and the Holder) of any and all such evidences of indebtedness, shares of
capital stock, other securities or property, so distributed. For purposes of this Warrant, “Fair Market Value”
shall equal the  average closing trading price of the Common Stock on the Principal Market for the five (5) Trading Days
preceding the date of determination or, if the Common Stock is not listed or admitted to trading on any Principal Market, and the
average price cannot be determined as contemplated above, the Fair Market Value of the Common Stock shall be as reasonably determined
in good faith by the Company’s Board of Directors and the Holder. If the Fair Market Value of the Common Stock cannot be
determined by the Company’s Board of Directors and the Holder after five (5) business days, such determination shall be made
by a third party appraisal firm mutually agreeable by the Board of Directors and the Holder, at the expense of the Company (the
“Independent Appraiser”). The fair market value as determined by the Independent Appraiser shall be final. The
Purchase Price shall be reduced to equal: (i) the Purchase Price in effect immediately before the occurrence of any event (ii)
multiplied by a fraction, (A) the numerator of which is the number of Warrant Shares for which this Warrant is exercisable immediately
before the adjustment, and (B) the denominator of which is the number of Warrant Shares for which this Warrant is exercisable immediately
after the adjustment.


 






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5.4.       Reclassification, etc. If
at any time after the date hereof there shall be a reorganization or reclassification of the securities as to which purchase rights
under this Warrant exist into the same or a different number of securities of any other class or classes, then the Holder shall
thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Purchase
Price then in effect, the number of shares or other securities or property resulting from such reorganization or reclassification,
which would have been received by the Holder for the shares of stock subject to this Warrant had this Warrant at such time been
exercised.


 


5.5.       Subsequent Equity Sales.
In the event that on or subsequent to the Closing Date, the Company issues or sells any Common Stock, any securities which are
convertible into or exchangeable for its Common Stock or any convertible securities, or any warrants or other rights to subscribe
for or to purchase or any options for the purchase of its Common Stock or any such convertible securities (the “Common Stock
Equivalents”) other than (i) securities which are issued pursuant to the Subscription Agreement, (ii) shares of Common Stock
or options to purchase such shares issued to employees, consultants, officers or directors in accordance with stock plans approved
by the Board of Directors and shares of Common Stock issuable under options or warrants that are outstanding as of the date of
the Subscription Agreement, or (iii) shares of Common Stock issued pursuant to a stock dividend, split or other similar transaction,
at an effective price per share which is less than the Purchase Price, then the Purchase Price in effect immediately prior to such
issue or sale shall be reduced to the lowest per share price of Common Stock in such issuance or sale or deemed issuance or sale.


 


If, at any time while this
Warrant is outstanding, the Company issues Common Stock Equivalents with a purchase price (the “Effective Price”) or
a number of underlying shares that floats or resets or otherwise varies or is subject to adjustment based (directly or indirectly)
on market prices of the Common Stock (a “Floating Price Security”), then for purposes of applying the preceding paragraph
in connection with any subsequent exercise, the Effective Price will be determined separately on each Exercise Date and will be
deemed to equal the lowest Effective Price at which any holder of such Floating Price Security is entitled to acquire Common Stock
on such Exercise Date (regardless of whether any such holder actually acquires any shares on such date).


 


Simultaneously with any adjustment
to the Purchase Price pursuant to this Section, the number of Warrant Shares that may be purchased upon exercise of this Warrant
shall be increased or decreased proportionately, so that after such adjustment the aggregate Purchase Price payable hereunder for
the increased or decreased number of Warrant Shares shall be the same as the aggregate Purchase Price in effect immediately prior
to such adjustment.


 


6.         Voluntary Adjustment by the Company.
The Company may at its option, at any time during the term of this Warrant, reduce but not increase the then current Purchase Price
to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.         


 


7.        Notices of Record Date, etc.


 


In the event of:


 


7.1.        any taking by the Company of a
record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive
any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class
or any other securities or property, or to receive any other right, or


 






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7.2.        any merger, consolidation or capital
reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company any other person, or


 


7.3.        any voluntary or involuntary dissolution,
liquidation or winding-up of the Company,


 


then and in each such event
the Company will mail or cause to be mailed to the Holder a notice specifying (a) the date on which any such record is to be taken
for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or
right, and (b) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record
of Shares (or Other Securities) shall be entitled to exchange their Shares (or Other Securities) for securities or other property
deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation
or winding-up. Such notice shall be mailed at least 10 days prior to the date specified in such notice on which any such action
is to be taken.


 


8.        Transfers.


 


8.1.        The Warrant and the Warrant Shares
are not transferable, in whole or in part, without compliance with the Securities Act of 1933, as amended (the "Securities
Act"), and any applicable state securities laws.


 


8.2.        Subject to subsection 8.1, this
Warrant, or any portion hereof, may be transferred by the Holder's execution and delivery of the form of assignment attached hereto
along with this Warrant. Any transferee shall be required, as a condition to the assignment, to deliver all such documentation
as the Company deems appropriate. However, until such assignment and such other documentation are presented to the Company at its
principal offices in the United States, the Company shall be entitled to treat the registered holder hereof as the absolute owner
hereof for all purposes.


 


8.3.        Upon a transfer of this Warrant
in accordance with this Section 8, the Company, at its expense, will issue and deliver to or on the order of the Holder a new Warrant
or Warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes)
may direct, calling in the aggregate on the face or faces thereof for the Shares called for on the face or faces of the Warrant
or Warrants so surrendered. If this Warrant is divided into more than one Warrant, or if there is more than one Holder thereof,
all references herein to "this Warrant" shall be deemed to apply to the several Warrants, and all references to "the
Holder" shall be deemed to apply to the several Holders, except in either case to the extent that the context indicates otherwise.


 


9.        Replacement of Warrants.


 


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


 


10.      Registration Rights.  


 


10.1.      Holder of this Warrant
shall be entitled to the registration rights as provided under the Subscription Agreement.


 






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11.      Notices.


 


11.1.      All notices required hereunder
shall be deemed to have been given and shall be effective only when personally delivered or sent by Federal Express, DHL or other
express delivery service or by certified or registered mail to the address of the Company's principal office in the United States
as follows:


 


NanoFlex Power Corporation


20 Trading Post Way


Medford Lakes, NJ 08055


 


in the case of any notice to the Company, and
until changed by notice to the Company, to the address of the Holder set forth above in the case of any notice to the Holder.


 


12.      Miscellaneous.


 


12.1.      This
Warrant and any term hereof may be changed, waived, discharged or terminated, other than on expiration, 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 construed and enforced in accordance with and governed by the laws of the State of Florida. 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. This Warrant embodies the
entire agreement and understanding between the Company and the other parties hereto and supersedes all prior agreements and understandings
relating to the subject matter hereof.


 






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IN WITNESS WHEREOF, the Company has caused this
Warrant to be executed by its officers thereunto duly authorized.


 





		NANOFLEX POWER CORPORATION
	 	 	 
	 	By:	
	 	 	Dean L. Ledger,
	 	 	Chief Executive Officer







 






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FORM OF SUBSCRIPTION


 


(To be signed only on exercise of Warrant)


 


TO NANOFLEX POWER CORPORATION:


 


The undersigned, the holder of the attached
Warrant, hereby irrevocably elects to exercise such Warrant for, and to purchase thereunder, __________ Shares (as defined in the
attached Warrant) and herewith makes payment of $___________ therefor, and requests that the certificates for such shares be issued
in the name of, and delivered to _____________________, whose address is ___________________________________.


 


Please issue a new Warrant for the unexercised
portion of the attached Warrant in the name of the undersigned or in such other name as is specified below:


 





	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 


	Dated: 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	(Address) 	 







 






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FORM OF ASSIGNMENT


 


(To be signed only on transfer of
Warrant)


 


For value received, the undersigned hereby
sells, assigns, and transfers unto _____________________________ whose address is
_______________________________________________the right represented by the attached Warrant to purchase
_____________ Shares (as defined in the Warrant Agreement governing the attached Warrant) to which the within Warrant
relates, and appoints __________________________ Attorney to transfer such right on the books of ____________________________
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) 	 





 


Signature Guaranteed: ___________________________________________


 


NOTE: The signature to this Assignment Form
must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing Warrant.


 


 


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