Exhibit 10.3


  


WARRANT NO. _________


 


Dated: _________________


 


EXHIBIT B


 


WARRANT


 


THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, A "NO-ACTION" LETTER FROM THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION” OR THE “SEC”) WITH RESPECT TO SUCH TRANSFER, A TRANSFER MEETING THE REQUIREMENTS
OF RULE 144 OF THE COMMISSION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT
FROM SUCH REGISTRATION.


 


Zero Gravity Solutions, Inc.


 


Zero Gravity Solutions, Inc., a
corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies that, for value
received from ________________________, a _____________________________ __ __   (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company up to a total of ________ shares of the common
stock (equal to the amount of Units the Holder subscribed to under the Company’s offering of Units, of even date (the “Offering”)),
$0.001 par value per share (the “Common Stock”), of the Company (the “Warrant Shares”), at
an exercise price equal to two dollars ($2.00) per share (the “Exercise Price”). This Warrant may be exercised
at any time after issuance through and including the Fifth (5th) anniversary of its original issuance as noted above (the “Expiration
Date”), subject to the following terms and conditions:


 


1.            Registration
of Warrant. The Company shall, from time to time and whenever requested by the Holder, register this Warrant in conformity
with records to be maintained by the Company for such purpose (the “Warrant Register”) in the name of the Holder.
The Company shall treat the registered Holder of this Warrant as the absolute owner hereof for any and all purposes, including
the exercise hereof or any distribution to the Holder, and the Company shall not be affected by notice to the contrary.


 




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2.            Registration
of Transfers and Exchanges.


 


(a)          The
Company or the transfer agent shall enter or record the transfer of all or any portion of this Warrant in the Warrant Register,
upon surrender of this Warrant to the Company at the office specified herein or pursuant to Section 11 hereof. Upon any
such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new
warrant hereinafter referred to as a “New Warrant”), evidencing the portion of this Warrant so transferred shall
be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall
be issued to the Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee
of all of the rights and obligations of a holder of a Warrant.


 


(b)          This
Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified herein or pursuant to Section
3(b) hereof for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which
may then be purchased hereunder. Any such New Warrant shall be dated as of the date of such exchange.


 


3.            Duration
and Exercise of Warrants.


 


(a)          This
Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M., New York time, at any time and from
time to time on or after the date hereof to and including the Expiration Date. At 5:00 P.M., New York time on the Expiration Date,
the portion of this Warrant not exercised prior thereto shall be and become void and of no value. Prior to the Expiration Date,
the Company may not call or otherwise redeem this Warrant without the prior written consent of the Holder, which consent shall
be given or withheld at the sole and absolute discretion of the Holder.


 


(b)          Subject
to Section 2(b), Section 6 and Section 10 hereof, upon: (x) surrender of this Warrant, together with the Form
of Election to Purchase attached hereto duly completed and signed, to the Company at its address for notice set forth in Section
11 hereof; and (y) payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase
hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall
promptly (but in no event later than ten (10) business days after the Date of Exercise (as defined below)) issue or cause to be
issued and cause to be delivered to the Holder in such name(s) as the Holder may designate, a certificate for the Warrant Shares
issuable upon such exercise and free of restrictive legends unless a registration statement covering the resale of the Warrant
Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable
without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act then the Warrant Shares will bear a Securities
Act restrictive legend. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder
of record of such Warrant Shares as of the Date of Exercise of this Warrant. A “Date of Exercise” means the
date on which the Company shall have received (I) this Warrant (or any New Warrant, as applicable), together with the Form of Election
to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed; and (II) payment of the
Exercise Price for the number of Warrant Shares so indicated by the holder hereof to be purchased.


 




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(c)          This
Warrant shall be exercisable in its entirety or, from time to time, for a portion of the number of Warrant Shares. If less than
all of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause
to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares for which no
exercise has been evidenced by this Warrant.


 


4.          Piggyback
Registration Rights. The Holder shall be granted certain Piggyback Registration Rights as more fully described in that certain
Piggyback Registration Rights Agreement entered into in connection with the Offering.


 


5.          Payment
of Taxes. Upon the exercise of this Warrant, the Company will pay all documentary stamp taxes attributable to the issuance
of Warrant Shares; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any
transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder.
The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant
or receiving Warrant Shares upon exercise hereof.


 


6.          Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and indemnity, if requested, satisfactory
to it. Applicants for a New Warrant under such circumstances shall comply with such other reasonable regulations and procedures
and pay such other reasonable charges as the Company may prescribe.


 


7.          Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized
but unissued Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein
provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from
preemptive rights or any other actual contingent purchase rights of persons other than the Holder (taking into account the adjustments
and restrictions of Section 8 hereof). The Company covenants that all Warrant Shares that shall be so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable. If the Company does not have a sufficient amount of Common Stock authorized
to reserve for the Warrant Shares, it shall, as soon as reasonably practicable, use its best efforts to increase the number of
its authorized shares such that the Company will have a sufficient amount of Common Stock authorized to reserve for the Warrant
Shares.


 




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8.          Certain
Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 8. Upon each such adjustment of the Exercise Price pursuant to this Section
8, the Holder shall thereafter but prior to the Expiration Date be entitled to purchase, at the Exercise Price resulting from
such adjustment, the number of Warrant Shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment
by the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product
thereof by the Exercise Price resulting from such adjustment.


 


(a)          An
adjustment shall be made, if the Company, at any time while this Warrant is outstanding (i) pays a stock dividend (except scheduled
dividends paid on outstanding preferred stock as of the date hereof which contain a stated dividend rate) or otherwise make distribution(s)
on shares of its Common Stock or on any other class of capital stock and not the Common Stock payable in shares of Common Stock;
(ii) subdivides outstanding shares of Common Stock into a larger number of shares; or (iii) combines outstanding shares of Common
Stock into a smaller number of shares. If either (i), (ii) or (iii) above occurs, the Exercise Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such
event and of which the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding
after such event. Any adjustment made pursuant to this Section 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, and shall apply to successive subdivisions and combinations.


 


(b)          In
case of any reclassification of the Common Stock, any consolidation or merger of the Company with or into another entity, the sale
or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange pursuant to which the Common
Stock is converted into other securities, cash or property, then the Holder shall have the right thereafter to exercise this Warrant
only into the shares of stock and other securities and property receivable upon or deemed to be held by holders of Common Stock
following such reclassification, consolidation, merger, sale, transfer or share exchange, and the Holder shall be entitled upon
such event to receive such amount of securities or property equal to the amount of Warrant Shares such Holder would have been entitled
to had such Holder exercised this Warrant immediately prior to such reclassification, consolidation, merger, sale, transfer or
share exchange. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to
continue to give to the Holder the right to receive the securities or property set forth in this Section 8(b) upon any exercise
following any such reclassification, consolidation, merger, sale, transfer or share exchange.


 


(c)          For
the purposes of this Section 8, the following clauses shall also be applicable:


 




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(i) Record Date.
In case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them (A) to receive a dividend
or other distribution payable in Common Stock or in securities convertible or exchangeable into shares of Common Stock, or (B)
to subscribe for or purchase Common Stock or securities convertible or exchangeable into shares of Common Stock, then such record
date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon
the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription
or purchase, as the case may be.


 


(ii) Treasury Shares.
The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(d)          All
calculations under this Section 8 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.


 


9.           Payment
of Exercise Price.


 


(a)          Cash
Exercise. The Holder shall deliver to the Company at its principal offices, with the Election to Purchase form attached hereto,
duly executed by the Holder and accompanied by payment in cash, wire transfer or by check, payable to the order of the Company,
of the aggregate Exercise Price for the total aggregate number of Warrant Shares for which this Warrant is exercised.


 


(b)          Legend.
Unless the Warrant Shares have been registered under the Securities Act, upon exercise of any of the Warrants and the issuance
of any of the Warrant Shares, all certificates representing the Warrant Shares shall bear on the face thereof substantially the
following legend:


 


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE,
ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT OR UNLESS AN OPINION OF
COUNSEL TO THE CORPORATION IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.


 


10.         Fractional
Shares. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this
Warrant. The number of full Warrant Shares which shall be issuable upon the exercise of this Warrant shall be computed on the basis
of the aggregate number of Warrant Shares purchasable on exercise of this Warrant so presented. If any fraction of a Warrant Share
would, except for the provisions of this Section 10, be issuable on the exercise of this Warrant, the Company shall pay
an amount in cash equal to the Exercise Price multiplied by such fraction.


 




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11.         Notices.
Any and all notices or other communications or deliveries hereunder shall be in writing and shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone
number specified in this Section prior to 5:00 p.m. New York time on a business day, (ii) the business day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section later than
5:00 p.m. New York time on any date and earlier than 11:59 p.m. New York time on such date, (iii) the business day following the
date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such
notice is required to be given. The addresses for such communications shall be:


 


If to the Company:


 


Zero Gravity Solution, Inc.


190 NW Spanish River Boulevard


Boca Raton, Florida 33431


 


If to the Holder:


 


_______________________________


 


_______________________________


 


_______________________________


 


or if none listed above, to such Holder’s
address as set forth in the register maintained by the Company.


 


12.         Warrant
Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the
Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation
resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the
Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be
a successor warrant agent under this Warrant without any further action. Any such successor warrant agent shall promptly cause
notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.


 




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13.         Miscellaneous.


 


(a)          This
Warrant shall be binding on and inure to the benefit of the parties hereto. This Warrant may be amended only in writing signed
by the Company and the Holder.


 


(b)          Nothing
in this Warrant shall be construed to give to any person or corporation other than the Company and the Holder any legal or equitable
right, remedy or cause under this Warrant. This Warrant shall inure to the sole and exclusive benefit of the Company and the Holder.


 


(c)          The
headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.


 


(d)          In
case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(e)          The
Company hereby represent and warrants to the Holder that: (i) it is voluntarily issuing this Warrant of its own freewill, (ii)
it is not issuing this Warrant under economic duress, (iii) the terms of this Warrant are reasonable and fair to the Company, and
(iv) the Company has had independent legal counsel of its own choosing review this Warrant, advise the Company with respect to
this Warrant, and represent the Company in connection with its issuance of this Warrant.


 


(f)          Any
capitalized term used but not defined in this Warrant shall have the meaning ascribed to it in the Subscription Agreement.


 


(g)          This
Warrant may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all
of which taken together shall constitute one and the same Warrant. In the event that any signature is delivered by facsimile transmission,
such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the
same with the same force and effect as if such facsimile signature were the original thereof.


 


(h)          This
Warrant and the obligations of the Company hereunder shall not be assignable by the Company.


 




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14. Disputes Under This Agreement.


 


This Agreement shall
be construed and interpreted in accordance with the laws of the State of Nevada, without reference to such State’s conflicts
of laws principles. Any legal suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby shall be instituted exclusively in a court of competent jurisdiction located in the County of Palm Beach, Florida. The parties
hereto hereby: (i) waives any objection which they may now have or hereafter have to the venue of any such suit, action or proceeding,
and (ii) irrevocably consents to the courts of competent jurisdiction in the County of Palm Beach, Florida in any such suit, action
or proceeding. The parties further agree to accept and acknowledge service of any and all process which may be served in any such
suit, action or proceeding in a court of competent jurisdiction in the County of Palm Beach, Florida and agree that service of
process upon a party mailed by certified mail to such party’s address shall be deemed in every respect effective service
of process upon such party in any such suit, action or proceeding.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


[Signature on Following Page]


 




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IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	Zero Gravity Solutions, Inc.
	 	 
	 	By: 	 
	 	 	Harvey Kaye
	 	 	Its:  Chairman


 




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EXHIBIT A


 


FORM OF ELECTION TO PURCHASE


 


Zero Gravity Solutions, Inc.


 


Re: Intention to Exercise Right to Purchase
Shares of Common Stock Under the Warrant


 


Gentlemen:


 


In accordance with
the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to purchase ______________
shares of Common Stock, $0.001 par value per share, of Zero Gravity Solutions, Inc. encloses herewith $________ in cash,
certified or official bank check(s), which sum represents the aggregate Exercise Price for the number of shares of Common Stock
to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to
the Warrant. Any capitalized terms used but not defined in this Form of Election to Purchase shall have the meaning ascribed to
them in the accompanying Warrant.


 


The undersigned requests
that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of:


 


(Please insert SS#
or FEIN #)


 


(Please
print name and address)


 


If the number of shares
of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to
purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant evidencing the right to purchase
the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to:


 


(Please
print name and address)


 


  


	Dated: _____________, _____	Name of Holder:
	 	 	 
	 	Signed:	 
	 	Print Name:	 
	 	Title:	 


 


(Signature must conform in all respects
to name of Holder as specified on the face of the Warrant)


 




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