Exhibit 4.1


 


NEITHER THIS WARRANT NOR THE SHARES OF
COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE
“ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER,
AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH ACTS.


 


INNOVATIVE PAYMENT SOLUTIONS, INC.

WARRANT AGREEMENT


 


VOID AFTER 5:00 P.M. NEW YORK TIME, FEBRUARY
21, 2026


 


Issue Date: February 22, 2021


 


1. Basic
Terms. This Warrant Agreement (the “Warrant”) certifies that, for value received, the registered holder specified
below or its registered assigns (“Holder”) is the owner of a warrant of Innovative Payment Solutions, Inc., a Nevada
corporation having its principal place of business at 19355 Business Center Drive, #9, Northridge, California 91324 (the “Corporation”),
subject to adjustments as provided herein, to purchase twenty million (20,000,000) shares of the Common Stock, $0.0001 par value,
of the Corporation (the “Common Stock”), from the Corporation at the price per share shown below (the “Exercise
Price”).


 


	Holder:	William D. Corbett
	 	 
	Exercise Price per share:	$0.24


 


Except as specifically provided otherwise,
all references in this Warrant to the Exercise Price and the number of shares of Common Stock purchasable hereunder shall be to
the Exercise Price and number of shares after any adjustments are made thereto pursuant to this Warrant.


 


2. Corporation’s
Representations/Covenants. The Corporation represents and covenants that the shares of Common Stock issuable upon the exercise
of this Warrant shall at delivery be fully paid and non-assessable and free from taxes, liens, encumbrances and charges with respect
to their purchase. The Corporation shall take any necessary actions to assure that the par value per share of the Common Stock
is at all times equal to or less than the then current Exercise Price per share of Common Stock issuable pursuant to this Warrant.
The Corporation shall at all times reserve and hold available sufficient shares of Common Stock to satisfy all conversion and purchase
rights of outstanding convertible securities, options and warrants of the Corporation, including this Warrant.


 




    


     


    

 


3. Method
of Exercise; Fractional Shares.


 


(a) This
Warrant is exercisable at the option of the Holder at any time by surrendering this Warrant, on any business day during the period
(the “Exercise Period”) beginning the business day after the issue date of this Warrant specified above and ending
at 5:00 p.m. (New York time) five (5) years after the issue date. To exercise this Warrant, the Holder shall surrender this Warrant
at the principal office of the Corporation or that of the duly authorized and acting transfer agent for its Common Stock, together
with the executed exercise form (substantially in the form of that attached hereto) and together with payment for the Common Stock
purchased under this Warrant. The principal office of the Corporation is located at the address specified in Section 1 of this
Warrant; provided, however, that the Corporation may change its principal office upon notice to the Holder. Payment
shall be made by check payable to the order of the Corporation or by wire transfer. This Warrant is not exercisable with respect
to a fraction of a share of Common Stock. In lieu of issuing a fraction of a share remaining after exercise of this Warrant as
to all full shares covered by this Warrant, the Corporation shall either at its option (a) pay for the fractional share cash equal
to the same fraction at the fair market price for such share; or (b) issue scrip for the fraction in the registered or bearer form
which shall entitle the Holder to receive a certificate for a full share of Common Stock on surrender of scrip aggregating a full
share.


 


(b) In
lieu of cash exercising this Warrant, the Holder may elect to receive Common Stock equal to the value of this Warrant (or the portion
thereof being canceled) by surrender of this Warrant at the principal office of the Corporation together with notice of such election,
in which event the Corporation shall issue to the Holder a number of shares of Common Stock computed using the following formula:


 


	 	Y (A - B)
	X =     	A


 


Where:


 


X --The number
of shares of Common Stock to be issued to the Holder under this Section 3(b).


 


Y --The number
of shares of Common Stock purchasable under this Warrant (at the date of such calculation).


 


A --The fair market
value of a share of Common Stock on the business day immediately preceding the date of exercise.


 


B --The Exercise
Price (as adjusted to the date of such calculations).


 


For purposes of this
Section 3(b), the fair market value of a share of Common Stock shall mean the average of the closing price of the Common Stock
(or equivalent shares of capital stock for which this Warrant is exercisable (“Capital Stock”) underlying the
Common Stock) quoted on OTC Market or other primary market in which the Common Stock (or equivalent shares of Capital Stock underlying
the Common Stock) are traded or the closing price quoted on any exchange or electronic securities market on which the Common Stock
(or equivalent shares of Capital Stock underlying the Common Stock) are listed, whichever is applicable, as published in The Wall
Street Journal for the thirty (30) trading days prior to the date of determination of fair market value (or such shorter period
of time during which such Common Stock were traded over-the-counter or on such exchange).


 




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4. Protection
Against Dilution. If the Corporation, with respect to the Common Stock, (1) pays a dividend or makes a distribution on shares
of Common Stock that is paid in shares of Common Stock or in securities convertible into or exchangeable for Common Stock (in which
latter event the number of shares of Common Stock initially issuable upon the conversion or exchange of such securities shall be
deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3) combines outstanding shares of Common
Stock into a smaller number of shares, or (4) issues by reclassification of Common Stock any shares of capital stock of the Corporation,
the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately
prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common
Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant
immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening
of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under
this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after
the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision,
combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled
to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation,
the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between
or among shares of such classes of capital stock or shares of Common Stock and other capital stock.


 


5. Adjustment
for Reorganization, Consolidation, Merger. In the event of any consolidation or merger to which the Corporation is a party
other than a consolidation or merger in which the Corporation is the continuing corporation, or the sale or conveyance to another
corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities
with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation)
(each such transaction referred to herein as “Reorganization”), no adjustment of exercise rights or the Exercise Price
shall be made; provided, however, the Holder shall thereupon be entitled to receive if the Holder chooses to exercise
the Warrant within ten days of the notice of the Reorganization and provision shall be made therefor in any agreement relating
to a Reorganization, the kind and number of securities or property (including cash) of the corporation resulting from such consolidation
or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities
have been exchanged, which the Holder would have owned or been entitled to receive as a result of such Reorganization had this
Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an election, if any was
available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that
if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of Common
Stock in respect of which such rights of election shall not have been exercised (“non electing share”) then for the
purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non electing
share shall be deemed to be the kind and amount so receivable per share by a plurality of the non electing shares). In any case,
appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests
thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments
to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities
or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly apply to successive Reorganizations.


 




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6. Notice
of Adjustment. On the happening of an event requiring an adjustment of the Exercise Price or the shares purchasable under this
Warrant, the Corporation shall, within thirty (30) business days, give written notice to the Holder stating the adjusted Exercise
Price and the adjusted number and kind of securities or other property purchasable under this Warrant resulting from the event
and setting forth in reasonable detail the method of calculation and the facts upon which the calculation is based.


 


7. Dissolution,
Liquidation. In case of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation (other than
in connection with reorganization, consolidation, merger, or other transaction covered by paragraph 5 above) is at any time proposed;
the Corporation shall give at least thirty days prior written notice to the Holder. Such notice shall contain: (a) the date on
which the transaction is to take place; (b) the record date (which shall be at least thirty (30) days after the giving of the notice)
as of which holders of Common Stock will be entitled to receive distributions as a result of the transaction; (c) a brief description
of the transaction, (d) a brief description of the distributions to be made to holders of Common Stock as a result of the transaction;
and (e) an estimate of the fair value of the distributions. On the date of the transaction, if it actually occurs, this Warrant
and all rights under this Warrant shall terminate.


 


8. Rights
of Holder. The Corporation shall deliver to the Holder all notices and other information provided to its holders of shares
of Common Stock or other securities which may be issuable hereunder concurrently with the delivery of such information to the holders.
This Warrant does not entitle the Holder to any voting rights or, except for the foregoing notice provisions, any other rights
as a shareholder of the Corporation. No dividends are payable or will accrue on this Warrant or the shares of Common Stock purchasable
under this Warrant until, and except to the extent that, this Warrant is exercised. Upon the surrender of this Warrant and payment
of the Exercise Price as provided above, the person or entity entitled to receive the shares of Common Stock issuable upon such
exercise shall be treated for all purposes as the record holder of such shares as of the close of business on the date of the surrender
of this Warrant for exercise as provided above. Upon the exercise of this Warrant, the Holder shall have all of the rights of a
shareholder in the Corporation.


 


9. Exchange
for Other Denominations. This Warrant is exchangeable, on its surrender by the Holder to the Corporation, for a new Warrant
of like tenor and date representing in the aggregate the right to purchase the balance of the number of shares purchasable under
this Warrant in denominations and subject to restrictions on transfer contained herein, in the names designated by the Holder at
the time of surrender.


 




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10. Substitution.
Upon receipt by the Corporation of evidence satisfactory (in the exercise of reasonable discretion) to it of the ownership of and
the loss, theft or destruction or mutilation of the Warrant, and (in the case or loss, theft or destruction) of indemnity satisfactory
(in the exercise of reasonable discretion) to it, and (in the case of mutilation) upon the surrender and cancellation thereof,
the Corporation will issue and deliver, in lieu thereof, a new Warrant of like tenor.


 


11.Restrictions
on Transfer. Neither this Warrant nor the shares of Common Stock issuable on exercise of this Warrant have been registered
under the Securities Act or any other securities laws (the “Acts”). Neither this Warrant nor the shares of Common Stock
purchasable hereunder may be sold, transferred, pledged or hypothecated in the absence of (a) an effective registration statement
for this Warrant or Common Stock purchasable hereunder, as applicable, under the Acts, or (b) an opinion of counsel reasonably
satisfactory to the Corporation that registration is not required under such Acts. If the Holder seeks an opinion as to transfer
without registration from Holder’s counsel, the Corporation shall provide such factual information to Holder’s counsel
as Holder’s counsel reasonably requests for the purpose of rendering such opinion. Each certificate evidencing shares of
Common Stock purchased hereunder will bear a legend describing the restrictions on transfer contained in this paragraph unless,
in the opinion of counsel reasonably acceptable to the Corporation, the shares need no longer to be subject to the transfer restrictions.


 


12. Transfer.
Except as otherwise provided in this Warrant, this Warrant is transferable only on the books of the Corporation by the Holder in
person or by attorney, on surrender of this Warrant, properly endorsed.


 


13. Recognition
of Holder. Prior to due presentment for registration of transfer of this Warrant, the Corporation shall treat the Holder as
the person exclusively entitled to receive notices and otherwise to exercise rights under this Warrant. All notices required or
permitted to be given to the Holder shall be in writing and shall be given by first class mail, postage prepaid, addressed to the
Holder at the address of the Holder appearing in the records of the Corporation.


 


14. Payment
of Taxes. The Corporation shall pay all taxes and other governmental charges, other than applicable income taxes, that may
be imposed with respect to the issuance of shares of Common Stock pursuant to the exercise of this Warrant.


 


15. Headings.
The headings in this Warrant are for purposes of convenience in reference only, shall not be deemed to constitute a part of this
Warrant and shall not affect the meaning or construction of any of the provisions of this Warrant.


 


16. Miscellaneous.
This Warrant may not be changed, waived, discharged or terminated except by an instrument in writing signed by the Corporation
and the Holder. This Warrant shall inure to the benefit of and shall be binding upon the successors and assigns of the Corporation.
Under no circumstances may this Warrant be assigned by the Holder.


 


17. Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect
to its principles governing conflicts of law.


 




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18. Holder’s
Exercise Limitations. The Corporation shall not effect any exercise of this Warrant, and a Holder shall not have the right
to exercise any portion of this Warrant, to the extent that after giving effect to issuance of the shares of Common Stock issuable
upon exercise of this Warrant as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates,
and any other persons acting as a group together with the Holder or any of the Holder’s affiliates), would beneficially own
in excess of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence, the number of shares
of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of
Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned
by the Holder or any of its affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other
securities of the Corporation (including without limitation any other Common Stock Equivalents securities convertible into shares
of Common Stock) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned
by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 18, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the
Corporation is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and
the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this paragraph applies, the determination of whether this Warrant is exercisable (in relation to other securities
owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion
of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion
of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Corporation shall have no
obligation to verify or confirm the accuracy of such determination.


 


For purposes of this
paragraph, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares
of Common Stock as reflected in (A) the Corporation’s most recent periodic or annual report filed with the Securities and
Exchange Commission, as the case may be, (B) a more recent public announcement by the Corporation or (C) a more recent written
notice by the Corporation or its transfer agent setting forth the number of shares of Common Stock outstanding. The number of outstanding
shares of Common Stock shall further be determined after giving effect to the conversion or exercise of securities of the Corporation,
including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common
Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. Upon
no fewer than 61 days’ prior notice to the Corporation, a Holder may increase or decrease the Beneficial Ownership Limitation
provisions of this paragraph, provided that the Beneficial Ownership Limitation may in no event exceed 9.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this
Warrant held by the Holder and the provisions of this paragraph shall continue to apply. Any such increase or decrease will not
be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other
Holder. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.


 


	 	INNOVATIVE PAYMENT SOLUTIONS, INC.


 


	 	By:	/s/ Andrey Novikov
	 	Name: 	Andrey Novikov
	 	Title:	Chief Technology Officer


 




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INNOVATIVE PAYMENT SOLUTIONS, INC.

Form of Transfer


 


(To be executed by the Holder to transfer
the Warrant)


 


For value received
the undersigned registered holder of the attached Warrant hereby sells, assigns, and transfers the Warrant to the Assignee(s) named
below:


 


	Names of Assignee	 	Address	 	Taxpayer ID No.	 	Number of Shares subject to transferred Warrant
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


The undersigned registered holder further
irrevocably appoints ____________________ _______________________________ attorney (with full power of substitution) to transfer
this Warrant as aforesaid on the books of the Corporation.


 


	 	Date:	 	 	Signature	 


 




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INNOVATIVE PAYMENT SOLUTIONS, INC.

Exercise Form


 


(To be executed by the Holder to purchase
Common Stock pursuant to the Warrant)


 


The undersigned holder of the attached
Warrant hereby irrevocably elects to exercise purchase rights represented by such Warrant for, and to purchase, ___________ shares
of Common Stock of Innovative Payment Solutions, Inc., a Nevada corporation, for the cash payment for those shares.


 


The undersigned requests that (1) a certificate
for the shares be issued in the name of the undersigned and (2) if the number of shares with respect to which the undersigned holder
has exercised purchase rights is not all of the shares purchasable under this Warrant, that a new Warrant of like tenor for the
balance of the remaining shares purchasable under this Warrant be issued.


 


	 	Date:	 	 	Signature	 


 


 


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