Exhibit 10.2


 


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


 


Right to purchase 833,333 shares of Common Stock
of Odyssey Group International, Inc. (subject to adjustment as provided herein)


 


COMMON STOCK PURCHASE WARRANT


 


	833,333	Issue Date: October 22, 2021


 


Odyssey Group International,
Inc. a corporation organized under the laws of the State of Nevada hereby certifies that, for value received, the undersigned, or their
assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company (as defined
herein) at any time commencing at any time after the Issue Date of this Warrant until the five (5) year anniversary of the above-referenced
date, but subject to Section 1.4 below, up to 833,333 fully paid and non-assessable shares of Common Stock (as hereinafter defined), $0.001
par value per share, at the applicable Exercise Price per share (as defined below). The number and character of such shares of Common
Stock and the applicable Exercise Price per share are subject to adjustment as provided herein.


 


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


 


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


 


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


 


(c)              
The “Exercise Price” applicable under this Warrant shall be fifty cents ($0.50) per share.


 


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


 


Exercise of Warrant.


 


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


 


 


 






    	 	1	 



     


    

 


Cashless Exercise. If
at any time, after April 18, 2022, if there is no effective Registration Statement registering, or no current prospectus available for,
the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of
a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained
by dividing [(A-B) (X)] by (A), where:


 


(A) = the
highest Closing Share Price in the five trading days immediately preceding the date on which Holder elects to exercise this Warrant by
means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;


 


(B) = the Exercise Price of this Warrant, as adjusted hereunder;
and


 


(X) = the
number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise
were by means of a cash exercise rather than a cashless exercise.


 


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


 


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


 


Termination of Warrant.
In the event the Warrants are not exercised within five (5) Year and One (1) day from the Issue Date, the right to exercise shall terminate.


 


Procedure for Exercise.


 


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


 


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


 


 


 






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


 


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


 


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


 


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


 


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


 


 


 






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


 


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


 


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


 


Replacement of Warrant.
On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the
case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory
in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant, the Company at
its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


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


 


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


 


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


 


 


 






    	 	4	 



     


    

 


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


 


Miscellaneous. This
Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against
which enforcement of such change, waiver, discharge or termination is sought. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION BROUGHT CONCERNING THE TRANSACTIONS
CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF NEVADA OR IN THE FEDERAL COURTS LOCATED IN THE STATE OF NEVADA;
PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS PROVISION AND BRING AN ACTION OUTSIDE THE STATE OF NEVADA. The individuals
executing this Warrant on behalf of the Company agree to submit to the jurisdiction of such courts and waive trial by jury. The prevailing
party shall be entitled to recover from the other party its reasonable attorneys’ fees and costs. In the event that any provision
of this Warrant is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative
to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision
which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this
Warrant. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision
hereof. The Company acknowledges that legal counsel participated in the preparation of this Warrant and, therefore, stipulates that the
rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this
Warrant to favor any party against the other party.


 


[SIGNATURE PAGE TO FOLLOW]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	5	 



     


    

 


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


 


	 	Odyssey Group International,
Inc.,
	 	 
	 	By: /s/ Joseph Michael Redmond
	 	Name: Joseph Michael Redmond
	 	Title: President


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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EXHIBIT A


 


FORM OF SUBSCRIPTION

(To Be Signed Only On Exercise Of Warrant)


 


TO:Odyssey Group International, Inc.


______________________________


______________________________


Attention:       Chief
Executive Officer


 


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


 


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

    (insert number)

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


 


The undersigned herewith makes
payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which is fifty cents ($0.50).
Such payment takes the form of (check applicable box or boxes):


 


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


 


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


 


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


 


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


 


 


 


 


 


 


 


 


 






    	 	7	 



     

    

 


EXHIBIT B


 


FORM OF TRANSFER OR ENDORSEMENT

(To Be Signed Only On Transfer Of Warrant)


 


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


 





	Transferees		Address		Percentage

  Transferred		Number

  Transferred
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 


	Dated: _______________________	 	 
	 	 	(Signature must conform to name of Holder as specified on the face of the Warrant)
	 	 	 
	 	 	Address:
	 	 	 
	 	 	 
	 	 	SIGNED IN THE PRESENCE OF:
	 	 	 
	 	 	 
	 	 	(Name)
	 	 	 







 


ACCEPTED
AND AGREED:


[TRANSFEREE]


 


 


_____________________________


                       (Name)


 


 


 






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