Exhibit
4.1


 


NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES 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.
THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT SECURED BY SUCH SECURITIES.


 


CROWN
ELECTROKINETICS CORP.


 


WARRANT


 


	Warrant
    No.	 	Original
    Issue Date: [        ], 2020


 


Crown
Electrokinetics Corp., a Delaware corporation (the “Company”), hereby certifies that, as partial compensation
for its services as an underwriter to the Company, Roth Capital Partners, LLC or its registered assigns (the “Holder”),
is entitled to purchase from the Company up to a total of [        ] shares of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”), at any time and from time to time from and after 180 days following the effective date
of the Registration Statement on Form S-1 (File No. 333-249833), and through and including [         ], 2025, the fifth anniversary
of such effective date (the “Expiration Date”), in accordance with FINRA Rule 5110, and subject to the following
terms and conditions:


 


1. Definitions.
As used in this Warrant, the following terms shall have the respective definitions set forth in this Section 1.


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under
common control with a Person, as such terms are used in and construed under Rule 144.


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed
to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential
employee”  or any other similar orders or restrictions or the closure of any physical branch locations at the direction
of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks
in The City of New York generally are open for use by customers on such day.


 


“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any securities into which such common
stock may hereafter be reclassified or for which it may be exchanged as a class.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Exercise
Price” means $[        ],1 subject to adjustment in accordance with Section 9.


 


“Fundamental
Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with
or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of
related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant
to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) 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.


 





 






		1	[Public offering price]



 



     


     


    

 


“New
York Courts” means the state and federal courts sitting in the State of New York.


 


“Original
Issue Date” means the Original Issue Date first set forth on the first page of this Warrant.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Prospectus”
means the prospectus, dated [          ], 2020, filed with the Securities and Exchange Commission pursuant to Rule 424 promulgated
under the Securities Act.


 


“Rule 144”
means Rule 144 promulgated by the Securities and Exchange Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission
having substantially the same effect as such Rule.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Subsidiary”
means any “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities
and Exchange Commission under the Exchange Act.


 


“Trading
Day” means (i) a day on which the Common Stock is traded on a Trading Market, or (ii) if the Common Stock is
not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the
Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the
event that the Common Stock is not listed or quoted as set forth in (i) or (ii) hereof, then Trading Day shall mean
a Business Day.


 


“Trading
Market” means whichever of the New York Stock Exchange, the NYSE American, the NASDAQ Global Select Market, the NASDAQ
Global Market, the NASDAQ Capital Market or OTC Markets Group electronic quotation system on which the Common Stock is listed
or quoted for trading on the date in question.


 


“Underlying
Shares” means the shares of Common Stock issuable upon exercise of this Warrant.


 


2. Registration
of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.


 


3. Registration
of Transfers. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified
herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant
(any such new Warrant, 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 transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a Warrant.


 


4. Exercise
and Duration of Warrants. This Warrant shall be exercisable by the registered Holder at any time and from time to time from
and after 180 days following the effective date of the Registration Statement on Form S-1 (File No. 333-249833) (the
“Effective Date”), through and including the Expiration Date, in accordance with FINRA Rule 5110. At 6:30
p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void
and of no value. The Company may not call or redeem any portion of this Warrant without the prior written consent of the affected
Holder. Neither this Warrant nor any shares of Common Stock issuable upon exercise of this Warrant, shall be sold, transferred,
assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would
result in the effective economic disposition of this Warrant, or any security issuable upon exercise of this Warrant, by any person
for a period of 180 days immediately following the effective date of the Registration Statement on Form S-1 (File No. 333-249833),
except as provided in FINRA Rule 5110(g)(2).


 






    2


     


    

 


5. Delivery
of Common Stock.


 


(a)
To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless all of the
Warrant Shares represented by this Warrant are being exercised. Upon delivery of the Exercise Notice (in the form attached
hereto) to the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon
payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the
Company shall promptly (but in no event later than two Trading Days after the Date of Exercise (as defined herein)) issue and
deliver to the Holder, a certificate for the Warrant Shares issuable upon such exercise. The Company shall, upon request of
the Holder and subsequent to the date on which a registration statement covering the resale of the Warrant Shares has been
declared effective by the Securities and Exchange Commission, use its reasonable best efforts to deliver Warrant Shares
hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing
similar functions, if available, provided, that, the Company may, but will not be required to change its transfer
agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust Corporation. A “Date
of Exercise” means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice
(with the Warrant Shares Exercise Log attached to it), appropriately completed and duly signed and (ii) if applicable,
payment of the Exercise Price for the number of Warrant Shares so indicated by the Holder to be purchased.


 


(b) If
by the second Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), then the Holder will have the right to rescind such exercise.


 


(c) If
by the second Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), and if after such second Trading Day and prior to the receipt of such Warrant Shares,
the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale
by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then
the Company shall (1)  reimburse the Holder the amount by which (x) the Holder’s total purchase price (including brokerage
commissions, if any) for the shares of Common Stock or Warrants so purchased exceeds (y) the amount obtained by multiplying
(A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at
issue by (B) the closing bid price of the shares of Common Stock, on the Date of Exercise and (2) at the option of the
Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored
or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with
its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable
to the Holder in respect of the Buy-In.


 


(d) The
Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision
hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment,
limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company
or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which
might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Units. Nothing herein
shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 


6. Charges,
Taxes and Expenses. Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge to
the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of
the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company
shall not be required to pay any tax which 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.


 






    3


     


    

 


7. 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 customary and reasonable indemnity
(which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply
with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.
If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant
to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 


8 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 and otherwise unreserved shares of Common Stock, solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other
than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant
Shares 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.


 


9. 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 9.


 


(a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its
Common Stock or otherwise makes a distribution on any class of capital stock that is 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, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be
the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of
this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive
such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective
immediately after the effective date of such subdivision or combination.


 


(b) Fundamental
Transactions. If, at any time while this Warrant is outstanding there is a Fundamental Transaction, then the Holder shall
have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property
as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior
to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant
(the “Alternate Consideration”). 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. At the Holder’s option and request, any successor to the Company or surviving
entity in such Fundamental Transaction shall issue to the Holder a new warrant substantially in the form of this Warrant and consistent
with the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise
Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include
terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (b) and insuring that
the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.


 






    4


     


    

 


(c) Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number of
Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after
such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as
the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(d) Calculations.
All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share,
as applicable. 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.


 


(e) Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly
compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment,
including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable
upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail
the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate
to the Holder and to the Company’s Transfer Agent.


 


(f) Notice
of Corporate Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other property
in respect of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe for or purchase
any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating
or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation
or winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms
and conditions of such transaction (but only to the extent such disclosure would not result in the dissemination of material,
non-public information to the Holder) at least 10 calendar days prior to the applicable record or effective date on which a Person
would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take
all steps reasonably necessary in order to insure that the Holder is given the practical opportunity to exercise this Warrant
prior to such time so as to participate in or vote with respect to such transaction; provided, however, that the failure to deliver
such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.


 


10.
Payment of Exercise Price. The Holder may pay the Exercise Price in one of the following manners:


 


(a)      Cash
Exercise. The Holder may deliver immediately available funds; or


 


(b)      Cashless
Exercise. The Holder may notify the Company in an Exercise Notice of its election to utilize cashless exercise, in which event
the Company shall issue to the Holder the number of Warrant Units determined as follows:


 


X
= Y [(A-B)/A]


 


where:


 


X
= the number of Warrant Shares to be issued to the Holder.


 


Y
= the number of Warrant Shares with respect to which this Warrant is being exercised.


 


A
= the average of the daily volume weighted average price for the Common Stock for the five Trading Days immediately prior to (but
not including) the Exercise Date.


 


B
= the Exercise Price.


 






    5


     


    

 


For
purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares
issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the
Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued.


 


11. Limitations
on Exercise. Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired
by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure
that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such
Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s
for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of issued and outstanding
shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes,
beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may
receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive
in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. This restriction may not be waived.
Notwithstanding anything to the contrary contained in this Warrant, (a) no term of this Section may be waived by any
party, nor amended such that the threshold percentage of ownership would be directly or indirectly increased, (b) this restriction
runs with the Warrant and may not be modified or waived by any subsequent holder hereof and (c) any attempted waiver, modification
or amendment of this Section will be void ab initio.


 


12. No
Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of
any fractional shares which would, otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied
by the closing price of one share of Common Stock as reported by the applicable Trading Market on the date of exercise, or round
up to the nearest whole share of Common Stock.


 


13. Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) 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 number specified in this Section prior to 6:30 p.m. (New York
City time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number specified in this Section on a day that is not a Trading Day or later than
6:30 p.m. (New York City time) on any Trading Day, (iii) the Trading 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: (i) if to the Company, to Crown Electrokinetics Corp., Attn: Chief Executive
Officer, Facsimile No.: [     ] (or such other address
as the Company shall indicate in writing in accordance with this Section), or (ii) if to the Holder, to the address or facsimile
number appearing on the Warrant Register or such other address or facsimile number as the Holder may provide to the Company in
accordance with this Section.


 


14. Warrant
Agent. The Company shall serve as warrant agent under this Warrant. Upon 10 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 act. 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.


 


15. Miscellaneous.


 


(a) No
Rights as a Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 5 except as expressly
set forth in Section 9. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise”
pursuant to Section 10(b) or to receive cash payments pursuant to Section 5(c) and 9(b), in no event shall the Company be required
to net cash settle an exercise of this Warrant.


 






    6


     


    

 


(b) This
Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder
any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed
by the Company and the Holder and their successors and assigns. The foregoing sentence shall be subject to the restrictions on
waivers and amendments set forth in Section 11 of this Warrant.


 


(c) All
questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law
thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant
and the transactions herein contemplated (“Proceedings”) (whether brought against a party hereto or its respective
Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits
to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding,
any claim that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced
in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to
process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this
Warrant or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this
Warrant, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other
costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.


 


(d) 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.


 


(e) 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.


 


(f) Prior
to exercise of this Warrant, the Holder hereof shall not, by reason of being a Holder, be entitled to any rights of a stockholder
with respect to the Common Stock.


 



    7


     


    

 


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


 


	 	CROWN
    ELECTROKINETICS CORP.
	 	 
	 	 
	 	By:	         
	 	Name:
	 	Title:


  






    8


     


    

 


EXERCISE
NOTICE


CROWN
ELECTROKINETICS CORP.


WARRANT
DATED [          ], 2020


 


The
undersigned Holder hereby irrevocably elects to purchase    shares of Common Stock pursuant to the
above referenced Warrant. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the
Warrant.


 


	(1)	The
    undersigned Holder hereby exercises its right to purchase


 


__________
shares of Common Stock pursuant to the Warrant.


 


	(2)	The
    holder shall pay the sum of $______________to the Company in accordance with the terms of the Warrant.


 


	(3)	Pursuant
    to this Exercise Notice, the Company shall deliver to the holder Common Stock in accordance with the terms of the Warrant.


 


	(4)	By
    its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the
    exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (determined
    in accordance with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 11
    of the Warrant to which this notice relates.


  


	Dated:	 	 	Name
    of Holder: 
	 	 	 	 
	 	 	 	(Print)	 


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


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


  






    9


     


    

 


Warrant
Shares Exercise Log


 


	Date	 	Number
    of Warrant Shares

 Available to be Exercised	 	Number
    of Warrant Shares

 Exercised	 	Number
    of Warrant

 Shares Remaining to

 be Exercised
	 	 	 	 	 	 	 


  



    10


     


    

 


CROWN
ELECTROKINETICS CORP.


WARRANT
DATED [         ], 2020


WARRANT
NO.


 


FORM OF
ASSIGNMENT


 


[To
be completed and signed only upon transfer of Warrant]


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto       
the right represented by the above-captioned Warrant to purchase______shares of Common Stock to which such Warrant relates
and appoints       
attorney to transfer said right on the books of the Company with full power of substitution in the premises.


 


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


 


	In
    the presence of:	 	 
	 	 	 
	 	 	 


 


 


 


11