Exhibit 4.10


 


	WARRANT
    HOLDER:	(Name)	 
	 	(Street)	 
	 	(City,
    State, Zip)	 




 


NUMBER
OF WARRANT SHARES: _______________


 


THE
ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I)
IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
(B) AN OPINION OF COUNSEL (REASONABLY ACCEPTABLE TO THE COMPANY), IN AN ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.


 


No.
N- ________


Issuance
Date: _______________


 


NANOFLEX
POWER CORPORATION


 


Common
Stock Purchase Warrant


 


NanoFlex
Power Corporation, a Florida corporation, for value received, hereby grants to the holder as indicated at the beginning of
this Warrant, its successors and permitted assigns (collectively, the "Holder"), this right (the
"Warrant"), subject to the terms set forth below, to purchase at the exercise price per share as defined in Section
2.1 below (the "Exercise Price"), up to that number of Shares (defined below), subject to adjustment as herein
provided (such total number of Shares that may be purchased hereunder being referred to herein as the "Warrant
Shares"). This Warrant is offered to the Holder pursuant to a Note Subscription Agreement by and between the Holder and
the Company, dated ___________, 2015 (the “Subscription Agreement”). Capitalized terms not defined herein
shall have the meanings ascribed to them in the Subscription Agreement.


 


1.
Definitions. As used herein, the following terms, unless the context otherwise requires, have the following respective
meanings:


 


1.1.
"Company" shall include NanoFlex Power Corporation, a Florida corporation, and, unless otherwise noted to
the contrary, any company which shall succeed to, by merger, consolidation or similar arrangement of the Company's and assume
the obligations of NanoFlex Power Corporation hereunder.


 


1.2.
"Other Securities" refers to any stock (other than the Shares) and other securities of the Company or any
other person (corporate or otherwise) that the Holder at any time shall be entitled to receive, or shall have received, on
the exercise of this Warrant, in lieu of or in addition to Shares, or which at any time shall be issuable or shall have been
issued in exchange for or in replacement of Shares.


 


1.3.
"Shares" means (a) the Company's Common Stock, as authorized on the date of this Warrant and (b) if the class
of securities described in (a) shall cease to be issued and outstanding, securities of the same class issued in exchange for or
in respect of the securities described in (a) pursuant to a plan of merger, consolidation, recapitalization or reorganization,
the sale of substantially all of the Company's assets or a similar transaction.


 




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2.
Exercise of Warrant.


 


2.1. Exercise
Price. The Warrant may be exercised, subject to the adjustments in Section 5 hereof, at the initial exercise price
of $2.50 per Share (the "Exercise Price").


 


2.2. Exercise
Period. The Warrant may be exercised (the "Exercise Period") at any time from the date of grant to and
including the fifth anniversary of the Issuance Date (the “Expiration Date”).


 


2.3. Shares.
The number of shares that the Holder is entitled to purchase under this warrant shall be ______________ shares.


 


2.4. Exercise
in Full. Subject to the limitations stated above, this Warrant may be exercised in full at the option of the
Holder by surrender of this Warrant, with the form of subscription at the end hereof duly executed by the Holder, to the
Company at its principal office in the United States, accompanied by payment, in cash or by certified or official bank check
payable to the order of the Company, in the amount obtained by multiplying the number of Shares for which this Warrant may be
exercised by the Exercise Price.


 


2.5. Partial
Exercise. This Warrant may be exercised in part by surrender of this Warrant in the manner and at the place provided in
subsection 2.4 along with payment in the amount determined by multiplying (a) the number of Shares designated by the
holder in the subscription at the end hereof by (b) the Exercise Price. On any such partial exercise, the Company at its
expense will forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the
name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the
aggregate on the face or faces thereof for the number of Shares for which such Warrant or Warrants may still be
exercised.


 


2.6.
Call Right. The Company shall have the right to call the exercise of all, or the remaining portion of this Warrant outstanding
and unexercised at the Exercise Price in the event (i) the Volume Weighted Average Price (“VWAP”) of the Company’s
Common Stock equals or exceeds Five Dollars Cents ($5.00) per share during any ten (10) consecutive trading days, (ii) the average
trading volume of the Company’s Common Stock during any ten (10) consecutive trading days is at least $100,000 per day,
and (iii) all Shares for which this Warrant is exercisable are registered for resale by the Holder (the “Call Conditions”).
For the purposes of this Warrant, the “VWAP” shall be the volume weighted average price reported by Bloomberg for
the Common Stock. In the event the Call Conditions are satisfied and the Company desires to exercise its call rights under this
section the Company shall deliver a notice to each registered Holder of the Warrants setting for the number of Warrants held and
the dollar amount due to exercise the Warrants (the “Call Notice”). Each Holder shall have thirty (30) calendar days
from the receipt of the Call Notice to exercise the unexercised portion of the Warrants (the “Call Period”). Upon
the expiration of the Call Period, any unexercised Warrant shall automatically expire.


 


3.
Delivery of Share Certificates on Exercise.


 


3.1.
As soon as practicable after the exercise of this Warrant in full or in part, the Company, at its expense (including
the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder, or as
the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, a certificate or certificates for the
number of fully paid and non-assessable Shares (or Other Securities) to which the Holder shall be entitled on such exercise,
plus, in lieu of any fractional share to which
the Holder would otherwise be entitled, cash equal to such fraction multiplied by the then current market value of one full
share, together with any other stock or other securities and property (including cash, where applicable) to which the Holder
is entitled upon such exercise pursuant to Section 2 or otherwise.


 






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4.
Covenants as to Shares.


 


4.1. Issuance
of Shares upon Exercise. All Shares that may be issued upon the exercise of the rights represented by this Warrant
will, upon issuance, be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect
to the issue thereof. The Company will at all times have authorized and reserved, free from preemptive rights, a
sufficient number of its Shares to provide for the exercise of the rights represented by this Warrant.


 


4.2 Restrictions
on Transfer. Holder represents to the company that it is acquiring the Warrants for its own investment account and
without a view to the subsequent public distribution of the Warrants or Shares otherwise than pursuant to an
effective registration statement under the Securities Act. Each Warrant and each certificate for Shares issued to the Holder
and any subsequent holder that have not been sold to the public pursuant to an effective registration statement under the
Securities Act or as to which the restrictions on transfer have not been removed as hereinafter provided, shall bear a
restrictive legend reciting that the same have not been registered pursuant to the Securities Act and may not be transferred
in the absence of an effective registration statement under the Securities Act, the holder thereof shall give written notice
to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer
and shall be accompanied by an opinion of counsel experienced in federal securities laws matters and reasonably acceptable to
the company and its counsel to the effect that the proposed transfer may be effected without registration under the
Securities Act, whereupon, the holder of such Registrable Common Stock shall be entitled to transfer such securities in
accordance with the terms of its notice and such opinion. Restrictions imposed under this Section 4 upon the transferability
of the Warrants or of Shares shall cease when:


 


(a)
a registration statement covering such Shares becomes effective under the Securities Act, or


 


(b)
the Company receives from the holder thereof an opinion of counsel experienced in federal securities laws matters,
which counsel shall be reasonably acceptable to the Company, that such restrictions are no longer required in order to insure
compliance with the Securities Act.


 


5.
Adjustment of Exercise Price and Number of Warrant Shares.


 


5.1. Reorganization,
Consolidation or Merger. If at any time or from time to time, the Company shall (a) effect a plan of merger,
consolidation, recapitalization or reorganization or similar transaction with a corporation (the
"Acquiror") whereby the shareholders of the Company will exchange their shares of the Company for the shares of the
parent corporation of the Acquiror, or (b) transfer all or substantially all of its properties or assets to any other person,
under any plan or arrangement contemplating the dissolution of the Company (which along with any transactions set forth in
(a) hereof shall be an "Extraordinary Transaction"), then, in each such case, the holder of this Warrant, on the
exercise hereof as provided in Section 2 at any time after the completion of any Extraordinary Transaction shall receive,
such Shares or Other Securities and property (including cash) to which such holder would have been entitled in any
Extraordinary Transaction as if such holder had so exercised this Warrant, immediately prior thereto.


 






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Upon
any Extraordinary Transaction, this Warrant shall continue in full force and effect and the terms hereof shall be
applicable to the securities, Shares and Other Securities and property receivable on the exercise of this Warrant after the
consummation of reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as
the case may be, any Extraordinary Transaction and shall be binding upon the party or parties to the Extraordinary
Transaction and their successors, 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 7.


 


5.2. Subdivisions,
Combinations, Stock Dividends and other Issuances. If the Company shall, at any time while this Warrant is
outstanding, (i) pay a stock dividend or otherwise make a distribution or distributions on any equity securities
(including instruments or securities convertible into or exchangeable for such equity securities) in shares of Common Stock,
(ii) subdivide outstanding shares of Common Stock into a larger number of shares, or (iii) combine outstanding Common Stock
into a smaller number of shares, then the Exercise Price shall be multiplied by a fraction, the numerator of which shall be
the number of shares of Common Stock outstanding before such event and the denominator of which shall be the number of shares
of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 5 shall become effective
immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and
shall become effective immediately after the effective date in the case of a subdivision or combination. The number of shares
which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this
Section 5(b), so that after such adjustments the aggregate Exercise Price payable hereunder for the increased number of
shares shall be the same as the aggregate Exercise Price in effect just prior to such adjustments.


  


5.3. Other
Distributions. If at any time after the date hereof the Company distributes to holders of its Common Stock, other
than as part of its dissolution, liquidation or the winding up of its affairs, any shares of its capital stock, any
evidence of indebtedness or any of its assets (other than Common Stock), then the number of Warrant Shares for which this
Warrant is exercisable shall be increased to equal: (i) the number of Warrant Shares for which this Warrant is exercisable
immediately prior to such event, (ii) multiplied by a fraction, (A) the numerator of which shall be the Fair Market Value (as
defined below) per share of Common Stock on the record date for the dividend or distribution, and (B) the denominator of
which shall be the Fair Market Value price per share of Common Stock on the record date for the dividend or distribution
minus the amount allocable to one share of Common Stock of the value (as jointly determined in good faith by the Board of
Directors of the Company and the Holder) of any and all such evidences of indebtedness, shares of capital stock, other
securities or property, so distributed. For purposes of this Warrant, “Fair Market Value” shall equal the average
closing trading price of the Common Stock on the Principal Market for the five (5) Trading Days preceding the date of
determination or, if the Common Stock is not listed or admitted to trading on any Principal Market, and the average price
cannot be determined as contemplated above, the Fair Market Value of the Common Stock shall be as reasonably determined in
good faith by the Company’s Board of Directors and the Holder. If the Fair Market Value of the Common Stock cannot be
determined by the Company’s Board of Directors and the Holder after five (5) business days, such determination shall be
made by a third party appraisal firm mutually agreeable by the Board of Directors and the Holder, at the expense of the
Company (the “Independent Appraiser”). The fair market value as determined by the Independent Appraiser shall be
final. The Exercise Price shall be reduced to equal: (i) the Exercise Price in effect immediately before the occurrence of
any event (ii) multiplied by a fraction, (A) the numerator of which is the number of Warrant Shares for which this Warrant is
exercisable immediately before the adjustment, and (B) the denominator of which is the number of Warrant Shares for which
this Warrant is exercisable immediately after the adjustment.


 






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5.4 Reclassification,
etc. If at any time after the date hereof there shall be a reorganization or reclassification of the securities as to
which purchase rights under this Warrant exist into the same or a different number of securities of any other class or
classes, then the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified
herein and upon payment of the Exercise Price then in effect, the number of shares or other securities or property resulting
from such reorganization or reclassification, which would have been received by the Holder for the shares of stock subject to
this Warrant had this Warrant at such time been exercised.


 


6. Voluntary
Adjustment by the Company. The Company may at its option, at any time during the term of this Warrant, reduce but not increase
the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


7.
Notices of Record Date, etc. 


 


In the event of:


 


7.1.
any taking by the Company of a record of the holders of any class of securities for the purpose of determining the
holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or


 


7.2.
any merger, consolidation or capital reorganization of the Company, any reclassification or recapitalization of
the capital stock of the Company any other person, or


 


7.3. any
voluntary or involuntary dissolution, liquidation or winding-up of the Company, then and in each such event the
Company will mail or cause to be mailed to the Holder a notice specifying (a) the date on which any such record is to be
taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend,
distribution or right, and (b) the date on which any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of
which the holders of record of Shares (or Other Securities) shall be entitled to exchange their Shares (or Other Securities)
for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up. Such notice shall be mailed at least 10 days prior to the date
specified in such notice on which any such action is to be taken.


  


8.
Transfers.


 


8.1.
The Warrant and the Warrant Shares are not transferable, in whole or in part, without compliance with the Securities
Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws.


 


8.2.
Subject to subsection 8.1, this Warrant, or any portion hereof, may be transferred by the Holder's execution and
delivery of the form of assignment attached hereto along with this Warrant. Any transferee shall be required, as a condition
to the assignment, to deliver all such documentation as the Company deems appropriate. However, until such assignment and
such other documentation are presented to the Company at its principal offices in the United States, the Company shall be
entitled to treat the registered holder hereof as the absolute owner hereof for all purposes.


 






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8.3.
Upon a transfer of this Warrant in accordance with this Section 8, the Company, at its expense, will issue and deliver
to or on the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (on
payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for
the Shares called for on the face or faces of the Warrant or Warrants so surrendered. If this Warrant is divided into more
than one Warrant, or if there is more than one Holder thereof, all references herein to "this Warrant" shall be
deemed to apply to the several Warrants, and all references to "the Holder" shall be deemed to apply to the several
Holders, except in either case to the extent that the context indicates otherwise.


 


9.
Replacement of Warrants.


 


9.1.
On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant
and, in the case of any such loss, theft or destruction of any 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 such Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like
tenor.


 


10.
Notices.


 


10.1.
All notices required hereunder shall be deemed to have been given and shall be effective only when personally
delivered or sent by Federal Express, UPS or other express delivery service or by certified or registered mail to the address
of the Company's principal office in the United States as follows:


 


NanoFlex
Power Corporation


17207
N. Perimeter Dr., Suite 210,


Scottsdale,
AZ 85255


 


in
the case of any notice to the Company, and until changed by notice to the Company, to the address of the Holder set forth above
in the case of any notice to the Holder.


 


11.
Miscellaneous.


 


11.1.
This Warrant and any term hereof may be changed, waived, discharged or terminated, other than on expiration, 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 construed and enforced in accordance with and governed by the laws of the State of Florida. 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. This Warrant embodies the entire agreement and understanding between the Company and the other parties hereto and
supersedes all prior agreements and understandings relating to the subject matter hereof.


 




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IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officers thereunto duly authorized.


 





	 	NANOFLEX
    POWER CORPORATION
	 	 	 
	 	By:	 
	 	 	Dean
    L. Ledger,
	 	 	Co-Chief
    Executive Officer







 




     


     


    

 


FORM
OF SUBSCRIPTION


 


(To
be signed only on exercise of Warrant)


  


TO
NANOFLEX POWER CORPORATION:


 


The
undersigned hereby elects to purchase, pursuant to the provisions of the Warrant, as follows:


 


	          	_________	________
    shares of Common Stock pursuant to the terms of the Warrant, and tenders herewith payment in cash of the Exercise Price for
    the Warrant Shares in full, together with all applicable transfer taxes, if any.




 


The
undersigned hereby represents and warrants that the representations and warranties in Section 2 of the Subscription Agreement,
are true and correct as of the date hereof.


 


Please
issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned or in such other name as
is specified below:


 


___________________________


 


___________________________


 


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




 


Dated
as of: __________ _____, 201_


 


Name
in which shares should be registered:__________________________________________


 


Address
at which shares should be registered: ________________________________________


 




     


     


    

  


FORM
OF ASSIGNMENT


 


(To
be signed only on transfer of Warrant)


  


For
value received, the undersigned hereby sells, assigns, and transfers unto _______________________
____________________________________________________________________________________whose address is __________________________________________________________________________the right represented by the attached Warrant to
purchase _____________ Shares (as defined in the Warrant Agreement governing the attached Warrant) to which the within
Warrant relates, and appoints __________________________ Attorney to transfer such right on the books of
____________________________ 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)





 


Signature
Guaranteed: ___________________________________________


  


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those
acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.