Exhibit 10.3


 


NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON STOCK PURCHASE WARRANT


 


NANOFLEX
POWER CORPORATION


 


Warrant Shares: 97,500


 


Date of Issuance: January 23, 2018 (“Issuance Date”)


 


This COMMON STOCK
PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of purchase
price of $58,500.00, for the first tranche of $65,000.00 under the $130,000.00 convertible promissory note issued to the Holder
(as defined below) on January 23, 2018) (the “Note”), Crown Bridge Partners, LLC (including any permitted and
registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and
the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Nanoflex Power Corporation,
a Florida corporation (the “Company”), 97,500 shares of Common Stock (as defined below) (the “Warrant
Shares”) at the Exercise Price per share then in effect (whereby such number may be adjusted from time to time pursuant
to the terms and conditions of this Warrant).


 


Capitalized terms
used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this
Warrant or in Section 13 below. For purposes of this Warrant, the term “Exercise Price” shall mean $1.00 subject
to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period”
shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the three-year anniversary
thereof.


 


1. EXERCISE OF WARRANT.


 


(a) Mechanics of
Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or
in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit
A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required
to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases
of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number
of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before
the third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have
received the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise
Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate
Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or
by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price
provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified
in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for
the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise
Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such
Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this
Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company
shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a
new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately
prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.


 






     


     


    

 


If the Company fails
to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery
Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed
an event of default under the Note.


 


If the Market Price
of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless
exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion
thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to
Holder a number of Common Stock computed using the following formula:


 


X = Y (A-B)


      A


 


	 	Where	X =	the number of Warrant Shares to be issued to Holder.
	 	 	 	 
				
			Y =	the number of Warrant Shares that the Holder
elects to purchase under this Warrant (at the date of such calculation).
	 	 	 	 
	 	 	A =	the Market
Price (at the date of such calculation).
	 	 	 	 
	 	 	B =	Exercise
Price (as adjusted to the date of such calculation).




 


(b) No Fractional
Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant
hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in
the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled
to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant
Share by such fraction.


 






    2


     


    

 


(c) Holder’s Exercise
Limitations. The Company 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 Warrant Shares upon exercise 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 Company (including without limitation
any other Common Stock Equivalents) 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
paragraph (d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged
by the Holder that the Company 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 Company
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 Company’s most recent periodic or annual report filed with the Commission, as the case
may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer
agent setting forth the number of shares of Common Stock outstanding. Upon the request of a Holder, the Company shall within two
Trading Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, 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 4.99% 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 Company, a Holder may increase or decrease the Beneficial Ownership Limitation provisions of
this paragraph, provided that the Beneficial Ownership Limitation in no event exceeds 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 Company 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. The Company covenants that this Warrant
is outstanding, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from
preemptive rights, to provide for the issuance of Common Stock upon the full exercise of this Warrant. The Company is required
at all times to have authorized and reserved five times the number of shares that is actually issuable upon full exercise of the
Warrant (based on the Exercise Price in effect at that time)(the “Reserved Amount”). The Reserved Amount shall be increased
from time to time in accordance with the Company’s obligations hereunder.


 






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2. ADJUSTMENTS.
The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a) Distribution
of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution
of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement
or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each
such case:


 


(i)
any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of
holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of
business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of
which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date
minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share
of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the
Trading Day immediately preceding such record date; and


 


(ii)  
the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable
immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock
entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause
(i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company)
whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares
of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of
an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such
warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder
pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate
exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the
Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance
with the first part of this clause (ii).


 


(b) Anti-Dilution Adjustments to
Exercise Price. If the Company, at any time from and after the Issuance Date, shall sell or grant any option to purchase,
or sell or grant any right to reprice, or otherwise dispose of, sell or issue (or announce any offer, sale, grant or any
option to purchase or other disposition of) any Common Stock or Common Stock Equivalents entitling any person, firm,
association or entity to acquire shares of Common Stock at an effective price per share less than the then-current Exercise
Price (including but not limited to under the Note), as adjusted hereunder (any such issuance being referred to as a
“Dilutive Issuance,” subject, however, to the proviso contained in the further definition of the term
“Dilutive Issuance” contained in Section 13 below), then (a) the Exercise Price shall be adjusted to match the
lowest price per share at which such Common Stock was issued or may be acquired pursuant to such Common Stock Equivalents in
the Dilutive Issuance, and (b) the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to
an amount equal to the number of Warrant Shares Holder could purchase hereunder for the aggregate Exercise Price, as reduced
pursuant to this Section 2(b), equal to the aggregate Exercise Price payable immediately prior to such reduction in Exercise
Price. Additionally, following the occurrence of a Dilutive Issuance, all references in this Warrant to “Warrant
Shares” shall be a reference to the Warrant Shares as increased pursuant to this Section 2(b), and all references in
this Warrant to “Exercise Price” shall be a reference to the Exercise Price as reduced pursuant to this Section
2(b), as the same may occur from time to time hereunder.


 






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3. FUNDAMENTAL
TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or
into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”),
(ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii)
any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is
completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other
securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects
any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of
Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant,
the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and
any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which
this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for
the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share
of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following
such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental
Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right
to exercise such warrant into Alternate Consideration.


 


4. NON-CIRCUMVENTION.
The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good
faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder.
Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may
be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common
Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved,
free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented
by this Warrant (without regard to any limitations on exercise).


 


5. WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not
entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant
or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the
Company.


 


6. REISSUANCE.


 


(a)
Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms
as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


(b) Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which
is the same as the Issuance Date.


 






    5


     


    

     


7. TRANSFER.


 


(a) Notice
of Transfer. The Holder agrees to give written notice to the Company before transferring this Warrant or transferring any
Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. Promptly upon receiving
such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer may be effected
without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall
notify the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received
upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company;
provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting
restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent
further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided
further that the prospective transferee or purchaser shall execute the Assignment of Warrant attached hereto as Exhibit B
and such other documents and make such representations, warranties, and agreements as may be required solely to comply with the
exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.


 


(b) If the proposed
transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to this Section
7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will limit its
activities in respect to such transfer or disposition as are permitted by law.


 


(c)
Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this
Warrant under Sections 4.1 and 4.3 (subject, however, to the limitations set forth in Section 4.2), 4.4 and 4.5 of the
Purchase Agreement (registration rights, expenses, and indemnity).


 


8. NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice
(i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment
and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend
or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities
directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata
to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution
or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with
such notice being provided to the Holder.


 


9. AMENDMENT
AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively
or prospectively) only with the written consent of the Company and the Holder.


 


10. GOVERNING
LAW. This Warrant and all rights, obligations and liabilities hereunder shall be governed by, and construed in accordance
with, the internal laws of the State of Nevada, without giving effect to the conflicts-of-law principles thereof.


 


11. ACCEPTANCE.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions
contained herein.


 






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12.CERTAIN DEFINITIONS. For purposes
of this Warrant, the following terms shall have the following meanings:


 


(a) “Nasdaq” means www.Nasdaq.com.


 


(b) “Closing
Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal
Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate
the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq,
or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security
as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask
prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for
a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the
fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for
any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


(c) “Common
Stock” means the Company’s common stock, and any other class of securities into which such securities may hereafter be
reclassified or changed.


 


(d) “Common
Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common
Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time
convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


(e) “Dilutive
Issuance” is any issuance of Common Stock or Common Stock Equivalents described in Section 2(c) above; provided, however,
that a Dilutive Issuance shall not include any Exempt Issuance.


 


(f) “Exempt
Issuance” means the issuance of (i) shares of Common Stock or options to officers or directors of the Company pursuant
to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or
a majority of the members of a committee of non-employee directors established for such purpose, (ii) securities issued pursuant
to acquisitions approved by a majority of the disinterested directors of the Company, (iii) shares of Common Stock issued in connection
with regularly scheduled dividend payments on any preferred stock of the Company, and (iv) shares of Common Stock issued pursuant
to any real property leasing arrangement or financing from a national bank approved by the Board of Directors of the Company.


 


(g) “Principal
Market” means the primary national securities exchange on which the Common Stock is then traded.


 


(h) “Market
Price” means the highest traded price of the Common Stock during the twenty (20) Trading Days prior to the date of the
respective Exercise Notice.


 


(i) “Trading
Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the
Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on
any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.


 






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* * * * * * *


 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.


 


		NANOFLEX POWER CORPORATION
	 	 
	 	/s/ Dean Ledger
	 	Name: Dean Ledger
	 	Title: Chief Executive Officer




 






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EXHIBIT A


 


EXERCISE NOTICE


 


(To be executed by the registered holder
to exercise this Common Stock Purchase Warrant)


 


THE UNDERSIGNED holder hereby exercises the
right to purchase _________________of the shares of Common Stock (“Warrant Shares”) of Nanoflex Power
Corporation, a Florida corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase
Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.


 


	1.	Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):




 


☐  a cash exercise with respect to_________________Warrant
Shares; or


 


☐  by cashless exercise pursuant to the
Warrant. 


 


	2.	Payment of Exercise Price. If cash exercise is selected above, the holder shall
    pay the applicable Aggregate Exercise Price in the sum of $                        to
    the Company in accordance with the terms of the Warrant.







 


	3.	Delivery of Warrant Shares. The Company shall deliver to
    the holder                                           Warrant
    Shares in accordance with the terms of the Warrant.








 


Date: ___________


 


	 	 
	 	(Print Name of Registered Holder)
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 





 






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EXHIBIT B


 


ASSIGNMENT OF WARRANT


 


(To be signed only upon authorized transfer
of the Warrant)


 


For
Value Received, the undersigned hereby sells, assigns, and transfers
unto                                             
the right to purchase ___________________shares of common stock of Nanoflex Power Corporation, to which the within
Common Stock Purchase Warrant relates and
appoints                                   ,
as attorney-in-fact, to transfer said right on the books of Nanoflex Power Corporation with full power of substitution and
re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the
terms and conditions of the within Warrant.


 


Dated:                                            


 





	 	 
	 	(Signature) *
	 	 
	 	 
	 	(Name)
	 	 
		
	 	 
	 	(Address)
	 	 
	 	 
	 	(Social Security or Tax Identification No.)
	 		 


* The signature on this Assignment
of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without
alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity,
please indicate your position(s) and title(s) with such entity.


 


 


10