Exhibit 4.1


 


THIS WARRANT AND THE SHARES
ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS
OTHERWISE SET FORTH HEREIN NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID 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.


 


XG SCIENCES, INC.


 


COMMON STOCK PURCHASE
WARRANT


 


	Certificate No: __________	Warrants to Purchase
	 	________ Shares of Common Stock
	 	December __, 2016


 


This Common Stock Purchase Warrant (this
"Warrant") certifies that, for value received, The Dow Chemical Company or its registered assignees
(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 hereof (the "Initial Exercise Date") and on or prior to 5:00 PM Eastern
Time on December __, 2023, (the "Expiration Date") but not thereafter, to purchase from XG Sciences, Inc.,
a Michigan corporation with offices at 3101 Grand Oak Dr., Lansing, MI 48911 (the "Company"), up to ___________
shares (the "Shares" and each, a "Share") of the Company's common stock, no par value per share
(the "Common Stock"), at a price of $______ per Share, as adjusted in accordance with Section 4 below (the "Purchase
Price").


 


This Warrant is issued in connection with
the Draw Loan Note and Agreement, dated as of December 7, 2016, by and among the Company, and Holder (the "Note
Agreement"). Certain capitalized terms used herein that are not otherwise defined herein shall have the meanings set forth
in the Note Agreement.


 


Section 1.          Exercise
of Warrants.


 


(a)          Upon
presentation and surrender at the principal executive office of the Company of this Warrant prior to the Expiration Date together
with a check to the Company in the amount of the Purchase Price multiplied by the number of Shares of Common Stock being purchased,
and compliance with the other requirements of Section 1(e) and this Warrant, the Company will issue to the Holder, Shares of Common
Stock which in the aggregate represent the number of Shares of Common Stock being purchased. This Warrant may be partially exercised
and, in the case of such partial exercise, the Company, upon surrender hereof, will deliver to the Holder a new Warrant representing
the number of Shares which have not been exercised.


 




     


     


    

 


(b)          In
lieu of exercising this Warrant, the Holder may elect to receive Shares equal to the value of this Warrant (or the portion thereof
being canceled) by surrender of this Warrant at the principal office of the Company along with the other documents required by
Section 1(e) and compliance with the requirements of this Warrant, in which event the Company shall issue to the Holder a number
of Shares computed using the following formula:


 


	 	Y (A-B)
	X = 	 
	 	A


 


"X"equals
the number of Shares to be issued to the Holder.


 


"Y"equals
the number of Shares purchasable under this Warrant.


 


"A"equals
the fair market value of one Share on the date of determination.


 


"B"equals
the per share Purchase Price (as adjusted to the date of such calculation).


 


(c)          Fair
Market Value. For purposes of this Section 1, the per share fair market value of the Shares means:


 


(i)          If
the Common Stock is publicly traded, the per share fair market value of the Shares shall be (a) the daily volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on the trading market (including, without limitation, the
OTCQX and OTCQB markets maintained by the OTC Markets Group, Inc. and any successor-entities) which the Common Stock is then listed
or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City
time)), (b) if the OTC Bulletin Board is not a trading market, the volume weighted average price of the Common Stock for such date
(or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on
the OTC Bulletin Board and if prices for the Common Stock are then reported in the "Pink Sheets" published by Pink OTC
Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price
per share of the Common Stock so reported; or


 


(i)          If
the Common Stock is not so publicly traded, the per share fair market value of the Shares shall be such fair market value as is
determined in good faith by the Board of Directors of the Company after taking into consideration factors it deems appropriate,
including, without limitation, recent sale and offer prices of the capital stock of the Company in private transactions negotiated
at arm's length.


 




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(d)          If
this Warrant shall be deemed "in the money" on the Expiration Date and the Holder has not exercised his, her or its rights
hereunder, the Company shall automatically effect a cashless exercise of this Warrant on behalf of the Holder in accordance with
the formula hereinabove, provided that the Holder must promptly thereafter comply with the other requirements of Section 1(e) and
this Warrant.


 


(e)          The
rights represented by this Warrant may be exercised by the Holder, in whole or in part (with respect to Shares of Common Stock),
subject to the conditions contained herein and at any time prior to the Expiration Date, by: (i) surrender of this Warrant for
cancellation at the principal executive office of the Company (or at such other office or agency of the Company as it may designate
by notice in writing to the Holder at the address of the Holder appearing on the books of the Company); (ii) payment to the Company
of the Purchase Price for the number of Shares of Common Stock specified in the Notice of Exercise form; (iii) delivery to the
Company of a duly executed agreement signed by the person(s) designated in the Notice of Exercise form to the effect that such
person(s) agree(s) to be bound by all of the terms and conditions of this Warrant; (iv) delivery to the Company of a duly executed
Notice of Exercise form attached hereto as Exhibit A and Investment Representation Statement form attached hereto as Exhibit
D to the extent such Investment Representation Statement remains applicable; and (v) delivery to the Company of duly executed
adoption agreements for the Shareholder Agreement and the Voting Agreement (each as defined in Section 2(b)) as and to the extent
required by Section 8(g). This Warrant shall be deemed to have been exercised, in whole or in part to the extent specified, immediately
prior to the close of business on the date on which all of the applicable provisions of this Section 1(e) are reasonably satisfied,
and the person(s) designated in the Notice of Exercise form shall become the holder(s) of record of the Shares of Common Stock
issuable upon such exercise at that time and date.


 


(f)          As
soon as possible after any full or partial exercise of this Warrant, but in any event no more than ten (10) business days, the
Company, at its expense, will instruct its transfer agent to issue as soon as possible in the name of and delivered to the Holder
of this Warrant, the number of fully paid and non-assessable Shares of Common Stock to which that Holder shall be entitled on such
exercise. No fractional shares will be issued on exercise of this Warrant. If, on any exercise of this Warrant, a fractional share
results, the Company will pay the cash value of that fractional share, calculated on the basis of the Purchase Price. The Company
may issue certificates for Shares or, if consistent with the Company’s generally applicable practice, may issue uncertificated
Shares as permitted under the Michigan Business Corporation Act. Any certificates evidencing the Shares shall bear restrictive
legends to the extent required by this Warrant.


 


Section 2.          Legends.


 


(a)          Until
the date on which a registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities
Act") covering the issuance and sale or the resale of the Shares is declared effective by the U.S. Securities and Exchange
Commission (the "SEC"), any certificates evidencing the Shares shall bear a legend substantially in the following
form:


 




    	 	3	 



     


    

 


"These
securities have not been registered under the Securities Act of 1933, as amended, or registered or qualified under applicable state
securities laws and may not be offered for resale or resold unless registered pursuant to the provisions of the securities act
and registered or qualified pursuant to the provisions of applicable state securities laws, unless an exemption from such registration
or qualification is available."


 


(b)          Any
certificates evidencing the Shares shall bear legends to the extent required by the Company’s shareholder agreement dated
March 18, 2013 and amended effective as of April 13, 2016 (the “Shareholder Agreement”) and the Company’s
voting agreement dated January 15, 2014 (the “Voting Agreement”).


 


(c)          Any
certificates evidencing the Shares shall bear legends substantially in the following form to the extent reasonably required by
the Company:


 


“The
shares of stock represented by this certificate are subject to agreements set forth in the Bylaws of the Corporation among the
shareholders of the Corporation pursuant to Section 488 of the Michigan Business Corporation Act. A copy of the Bylaws is on file
with the Secretary of the Corporation. By acceptance of this certificate, the holder hereof agrees to be bound by the terms of
said agreements.”


 


(d)          The
Holder consents to the Company making a notation on its records and giving instructions to any transfer agent in order to implement
the restrictions on transfer established in this Warrant (including in the foregoing contemplated legends), the Shareholder Agreement
or the Voting Agreement. The Company will not be required to (i) transfer on its books any securities that have been transferred
in violation of any provisions of this Warrant, the Shareholder Agreement, the Voting Agreement or applicable law, or (ii) to treat
as owner of such securities, or accord the right to vote or pay dividends to any purchaser, donee or other transferee to whom such
securities may have been so transferred.


 


Section 3.          Charges,
Taxes and Expenses. Issuance of Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Shares, all of which expenses shall be paid by the Company, and such Shares shall be
issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event
certificates for Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise
shall be accompanied by the Assignment Form attached hereto duly executed by the Holder, the assignee, and the Company may require,
as a condition thereto, the payment of a sum sufficient to reimburse it for any expenses incidental thereto.


 




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Section 4.          Certain
Adjustments.


 


(a)          Stock
Dividends and Stock Splits. If the Company, at any time after the date hereof: (A) shall pay a stock dividend or otherwise
make a distribution or distributions on shares of its Common Stock in shares of Common Stock, (B) subdivide outstanding shares
of Common Stock into a larger number of shares, or (C) combine (including by way of reverse stock split) outstanding shares of
Common Stock into a smaller number of shares, then the Purchase Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding before such event and of which the denominator shall be the number of
shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately
after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or re-classification, and the number of
Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Purchase Price of this
Warrant shall remain unchanged.


 


(b)          Fundamental
Transaction. If, at any time while this Warrant is outstanding, (A) the Company effects any merger or consolidation of the
Company with or into another person, (B) the Company effects any sale of all or substantially all of its assets in one or a series
of related transactions, (C) 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 (D)
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 (in any such case, a "Fundamental Transaction"),
then upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Share of Common Stock that
would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount 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 one share of Common Stock (the "Alternate Consideration").
For purposes of any such conversion, the determination of the Purchase 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 Purchase 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 to the Company or surviving 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 for the Alternate Consideration. 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 this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a
Fundamental Transaction.


 




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Section 5.          Transfer
of Warrant. Subject to the requirements of this Warrant, compliance with the Securities Act and other federal and state law,
and the Company’s Articles of Incorporation and Bylaws, all rights hereunder are transferable, in whole or in part, upon
surrender of this Warrant at the principal executive office of the Company or its designated agent, together with a written assignment
of this Warrant substantially in the form attached hereto as Exhibit B and the Investment Representation Statement attached
hereto as Exhibit D to the extent such Investment Representation Statement remains applicable, duly executed by the Holder
or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue
to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.
The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without
having a new Warrant issued.


 


Section 6.           Representations
and Warranties.


 


(a)          Common Stock.
The Company hereby represents and warrants to the Holder that all Shares that may be issued upon the exercise of the purchase rights
represented by this Warrant, and all securities, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable,
and free of any liens and encumbrances. The Company hereby agrees that it shall at all times reserve and keep available out of
its authorized but unissued Common Stock, solely for the purpose of effecting the exercise of this Warrant, a number of shares
of Common Stock equal to the number of shares as shall from time to time be sufficient to effect the exercise of this entire Warrant
at the Purchase Price.


 


(b)          Notice of
Certain Events. If the Company proposes at any time (i) to declare any dividend or distribution upon its Common Stock, whether
in cash, property, stock, or other securities and whether or not a regular cash dividend; (ii) to offer for subscription pro rata
to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights; (iii)
to effect any reclassification or recapitalization of Common Stock; (iv) to merge or consolidate with or into any other corporation,
or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up, or to effect an
acquisition; or (v) to offer holders of registration rights the opportunity to participate in an underwritten public offering of
the company’s securities for cash, then, in connection with each such event, the Company shall give Holder (1) at least 20
days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and
specifying the date on which the holders of Common Stock will be entitled thereto) or for determining rights to vote, if any, in
respect of the matters referred to in (i) and (ii) above; (2) in the case of the matters referred to in (iii) and (iv) above at
least 20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of Common
Stock will be entitled to exchange their Common Stock for securities or other property deliverable upon the occurrence of such
event); and (3) in the case of the matter referred to in (v) above, the same notice as is given to the holders of such registration
rights.


 




    	 	6	 



     


    

 


(c)          Investment
Representation Statement. The Holder hereby makes to the Company each of the representations and warranties in the Investment
Representation Statement form attached hereto as Exhibit D.


 


Section 7.          Indemnification.
Without limitation of any other provision of this Warrant or any other agreement between the Holder and the Company, the Company
agrees to defend, indemnify and hold Holder, its respective affiliates and direct and indirect partners (including partners of
partners and stockholders and members of partners), members, stockholders, directors, officers, employees and agents and each person
who controls any of them within the meaning of Section 15 of the Securities Act, or Section 20 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (collectively, the "Holder Indemnified Parties" and, individually,
a "Holder Indemnified Party") harmless from and against any and all damages, liabilities, losses, taxes, fines,
penalties, reasonable costs and expenses (including, without limitation, reasonable fees of a single counsel representing the Holder
Indemnified Parties), as the same are incurred, of any kind or nature whatsoever (whether or not arising out of third-party claims
and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by
any such Holder Indemnified Party ("Losses"), based upon, arising out of, or by reason of (a) any breach of any
representation or warranty made by the Company in this Warrant, the Note Agreement, or any other agreement executed in connection
herewith, (b) any breach of any covenant or agreement made by the Company in this Warrant, the Note Agreement, or any other agreement
executed in connection herewith, or (c) any third party or governmental claims relating in any way to such Holder Indemnified
Party’s status as a security holder, creditor, director, agent, representative or controlling person of the Company or otherwise
relating to such Holder Indemnified Party’s involvement with the Company (including, without limitation, any and all Losses
under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, which
relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary
obligation owed with respect thereto), including, without limitation, in connection with any third party or governmental action
or claim relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any
Holder Indemnified Party as security holder, director, agent, representative or controlling person of the Company or otherwise,
alleging so-called control person liability or securities law liability. The term "Losses" shall specifically
exclude loss of profits and all punitive, incidental, consequential, special or indirect damages, except to the extent paid to
a third party, and shall include diminution of value. The rights of the parties hereunder shall be in addition to, and not in lieu
of, any other rights and remedies which may be available to it by law; provided, however, that the Company will not
be liable to the extent that such Losses arise from and are based on conduct by a Holder Indemnified Party that constitutes fraud,
gross negligence or willful misconduct.


 


Section 8.          Miscellaneous.


 


(a)          No
Rights as Stockholder Until Exercise. 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.


 




    	 	7	 



     


    

 


(b)          Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of
such Warrant or stock certificate.


 


(c)          Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a business day (because it is a Saturday, Sunday or U.S. federal holiday), then such action may be
taken or such right may be exercised on the next succeeding business day.


 


(d)          Authorized
Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued
Common Stock a sufficient number of shares of Common Stock to provide for the issuance of the Shares upon the exercise of any purchase
rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its
officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the
Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be
necessary to assure that such Shares may be issued as provided herein without violation of any applicable law or regulation, or
of any requirements of any trading market upon which the Common Stock may be listed. The Company covenants that all Shares which
may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant and payment for such Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect
of any transfer occurring contemporaneously with such issue).


 


(e)          Warrant
Shares Report. In each case of any adjustment or readjustment in the Warrant Shares issuable upon the exercise of this Warrant,
the Company at its sole expense will upon request promptly compute such adjustment or readjustment in accordance with the terms
of this Warrant and, upon request in connection with the preparation of the Company’s quarterly financial statements, prepare
a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the
facts upon which such adjustment or readjustment is based, including a statement of (i) the consideration received or to be received
by the Company for any additional shares issued or sold or deemed to have been issued, (ii) the number of shares of Common Stock
outstanding or deemed to be outstanding, and (iii) the Purchase Price in effect immediately prior to such issue or sale and as
adjusted and readjusted on account thereof. The Company will forthwith mail a copy of each such report to Holder and will, upon
the written request at any time of Holder, furnish to Holder a like report setting forth the Purchase Price at the time in effect
and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal
executive office and will cause the same to be available for inspection at such office during normal business hours by Holder or
any prospective purchaser or assignee of this Warrant designated by the Holder.


 




    	 	8	 



     


    

 


(f)          Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the laws of the State of Michigan.


 


(g)          Restrictions.
The Holder acknowledges that the Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon
resale and other matters imposed by state and federal securities laws, this Warrant, the Shareholder Agreement, and the Voting
Agreement to the extent applicable upon and following exercise of this Warrant. The Holder agrees, as a condition to exercise of
this Warrant, to become a party to and to be bound by the Shareholder Agreement and the Voting Agreement, and any subsequent amendments
to either, to the extent applicable upon and following the exercise of this Warrant. The parties acknowledge that the Shareholder
Agreement and Voting Agreement may contain provisions that terminate such documents upon the closing of a public offering of Common
Stock, among other provisions. To the extent that any such agreement is terminated or no longer applicable, the Holder shall not
be required to become a party to it or be bound by it.


 


(h)          Nonwaiver.
No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice the Holder's rights, powers or remedies.


 


(i)          Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
to the Holder at the address provided herein by Holder in Exhibit C, attached hereto. if the Holder has not provided contact
information in Exhibit C, the Company shall be entitled to use the contact information of the Holder in the Company's books
and records.


 


(j)          Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for
the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.


 


(k)          Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate.


 


(l)          Successors
and Assigns. Subject to the terms of this Warrant and applicable securities laws, this Warrant and the rights and obligations
evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the
successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from
time to time of this Warrant and shall be enforceable by the Holder or holder of Shares.


 




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(m)          Amendment.
This Warrant may only be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


(n)          Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


(o)          Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.


 


(Signature Page Follows)


 




    	 	10	 



     


    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be signed by its duly authorized officer and this Warrant to be dated as of the date first
above written.


 


	 	XG SCIENCES, INC.
	 	 	 
	 	By:	 
	 	 	Philip L. Rose, Chief Executive Officer


 




    	 	11	 



     


    

 


EXHIBIT A


 


NOTICE OF EXERCISE


 


TO: XG SCIENCES, INC.


 


(1)         The
undersigned hereby elects to purchase _____ Shares of the Company pursuant to the terms of the attached Warrant, and tenders herewith
payment of the exercise price in full, together with the other items required by the Warrant.


 


(2)         Payment
shall take the form of (check applicable box):


 


 ̈
wire transfer in lawful money of the United States;


 ̈
cashier's check drawn on a U.S. bank; or


 ̈
in accordance with the formula set forth in Section 1(b), to exercise this


Warrant with respect to the number
of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 1(b).


 


The undersigned requests that the shares
of such Common Stock be issued in the name(s) of, and delivered to, the person(s) whose name(s) and address(es) are set forth below:


 





 






 


(Please type or print name and address)


 





 






 


(Social Security or tax identification number)


 


	and delivered to:	 


(Please type or print name and address)


 


and, if such number of shares of Common
Stock shall not be all the Common Stock evidenced by this Warrant, that a new Warrant of like tenor for the balance of the shares
of Common Stock subject to the Warrant be registered in the name of, and delivered to, the Holder at the address stated below.


 


The undersigned has executed, and delivers
herewith, an Investment Representation Statement in a form substantially similar to the form attached to the Warrant as Exhibit
D.


 


[Signature page follows]


 




    	 	12	 



     


    

 


[SIGNATURE OF HOLDER]


 


	Name of Investing Entity:	 


 


	Signature of Authorized Signatory of Investing Entity:	 


 


	Name of Authorized Signatory:	 


 


	Title of Authorized Signatory:	 


 


	Date:	 


 


[Signature page to Notice of Exercise]


 




    	 	13	 



     


    

 


EXHIBIT B


 


WARRANT ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned holder
of the warrant (the “Assignor”) does hereby assign and transfer to                      , Federal Identification No.                      
(the “Assignee”), a warrant to purchase __________shares of the capital stock of XG Sciences, Inc. represented by warrant
certificate no. _________ (the “Warrant”), standing in the name of the undersigned on the books of said corporation.
The Assignor does hereby irrevocably constitute and appoint _________, attorney to transfer the warrants of said corporation, with
full power of substitution in the premises.


 


The Assignee agrees to take and hold the
Warrant and any shares of capital stock of XG Sciences, Inc. to be issued upon exercise of the rights thereunder subject to, and
to be bound by, the terms and conditions set forth in the Warrant (including the shareholder agreement and voting agreement referenced
therein) to the same extent as if Assignee were the original holder thereof.


 


Assignee has executed, and delivers herewith,
an Investment Representation Statement in a form substantially similar to the form attached to the Warrant as Exhibit D.


 


ASSIGNOR:


 


	Dated:  	 	 	[Assignor]
	 	 	 	 	 
	 	 	 	By:  	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	ASSIGNEE:	 	 	 	 
	 	 	 	 	 
	Dated:  	 	 	[Assignee]
	 	 	 	 	 
	 	 	 	By:  	 
	 	 	 	Name:	 
	 	 	 	Title:	 


 




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EXHIBIT C


 


WARRANT HOLDER'S CONTACT INFORMATION


 


	Name:	The Dow Chemical Company
	 	 
	Address:	2030 Dow Center
	 	Midland, Michigan  48674
	 	Attention:      Corporate Venture Capital
	 	 
	Telephone Number:	(989) 636-0571


 


	Email:	 	 


 




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EXHIBIT D


 


INVESTMENT REPRESENTATION STATEMENT


 


	INVESTOR:	 	 


 


	COMPANY:	XG Sciences, Inc., a Michigan corporation
	 	 
	SECURITIES:	THE WARRANT ISSUED ON _________ (THE “WARRANT”) AND THE SECURITIES ISSUED OR ISSUABLE UPON EXERCISE THEREOF


 


	DATE:	 	 


 


In connection with
the purchase or acquisition of the above-listed Securities, the undersigned Investor represents and warrants to, and agrees with,
the Company as follows:


 


1.          No
Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities
Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration
provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the
investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.


 


2.          Investment
Intent. The Investor is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with
a view to, or for resale in connection with, any distribution thereof. The Investor has no present intention of selling, granting
any participation in, or otherwise distributing the Securities, nor does it have any contract, undertaking, agreement or arrangement
for the same.


 


3.          Investment
Experience. The Investor has substantial experience in evaluating and investing in private placement transactions of securities
in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable
of evaluating the merits and risks of its investment in the Company and protecting its own interests.


 


4.          Speculative
Nature of Investment. The Investor understands and acknowledges that its investment in the Company is highly speculative and
involves substantial risks. The Investor can bear the economic risk of its investment and is able, without impairing its financial
condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.


 


5.          Access
to Data. The Investor has had an opportunity to ask questions of officers of the Company, which questions were answered to
its satisfaction. The Investor understands that any such discussions, as well as any information issued by the Company, were intended
to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive description.
The Investor acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and
that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected
that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results.


 




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6.          Accredited
Investor. The Investor is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated
by the Securities and Exchange Commission and agrees to submit to the Company such further assurances of such status as may be
reasonably requested by the Company.


 


7.          Residency.
The residency of the Investor (or, in the case of a partnership or corporation, such entity’s principal place of business)
is correctly set forth on the signature page hereto.


 


8.          Restrictions
on Resales. The Investor acknowledges that the Securities must be held indefinitely unless subsequently registered under the
Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated
under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain
conditions, which may include, among other things, the availability of certain current public information about the Company; the
resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number
of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s
transaction,” a transaction directly with a “market maker” or a “riskless principal transaction”
(as those terms are defined in the Securities Act or the Exchange Act (as defined below), as amended, and the rules and regulations
promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Investor acknowledges and understands that the
Company may not be satisfying the current public information requirement of Rule 144 at the time the Investor wishes to sell
the Securities and that, in such event, the Investor may be precluded from selling the Securities under Rule 144 even if the
other applicable requirements of Rule 144 have been satisfied. The Investor understands and acknowledges that, in the event
the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration
will be required for any disposition of the Securities. The Investor understands that, although Rule 144 is not exclusive,
the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received
in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof
in establishing that an exemption from registration is available for those offers or sales and that those persons and the brokers
who participate in the transactions do so at their own risk. The Investor acknowledges that the Securities will have restrictions
upon resale and other matters imposed by the Company’s shareholder agreement and voting agreement, to the extent applicable.
The Investor agrees to become a party to and to be bound by the Shareholder Agreement and the Voting Agreement, and any subsequent
amendments to either, to the extent applicable.


 


9.          No
Public Market. The Investor understands and acknowledges that no public market now exists for any of the securities issued
by the Company and that the Company has made no assurances that a public market will ever exist for the Company’s securities.


 




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10.         Brokers
and Finders. The Investor has not engaged any brokers, finders or agents in connection with the Securities, and the Company
has not incurred nor will incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage
or finders’ fees or agents’ commissions or any similar charges in connection with the Securities.


 


11.         Legal
Counsel. The Investor has had the opportunity to review the Warrant, the exhibits and schedules attached thereto and the transactions
contemplated by the Warrant with its own legal counsel. The Investor is not relying on any statements or representations of the
Company or its agents for legal advice with respect to this investment or the transactions contemplated by the Warrant.


 


12.         Tax
Advisors. The Investor has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences
of this investment and the transactions contemplated by the Warrant. With respect to such matters, the Investor relies solely on
such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands
that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the
transactions contemplated by the Warrant.


 


The Investor is signing this Investment
Representation Statement on the date first written above.


 


	 	INVESTOR
	 	 
	 	[_____________________]
	 	 
	 	 
	 	(Print name of the investor)
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Name and title of signatory, if applicable)
	 	 
	 	 
	 	(Street address)
	 	 
	 	 
	 	(City, state and ZIP)


 




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