Exhibit
4.1


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR 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 (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND
REASONABLY APPROVED BY THE COMPANY), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)
UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


—————————————


 


FORM
OF


 


COMMON
STOCK PURCHASE WARRANT


 








	Number
    of shares: [__]	Holder:
    [__]
	 	 
	Exercise
    Price per Share: $[__]	Warrant
    No. [__]
	 	 
	Expiration
    Date: [__]	Issue
    Date: [__]




 





FOR
VALUE RECEIVED, The Chron Organization, Inc., a Nevada corporation (the “Company”), hereby certifies that
[__], or its designated assigns (the “Warrant Holder”),
is entitled to purchase the securities set forth below.


 


This
Warrant entitles the Warrant Holder to purchase from the Company at any time after the Issue Date and before the Expiration Date,
[__]([__]) shares (the
“Warrant Shares”) of common stock (the “Common Stock”) of the Company at an exercise price
of $[__] per share (as adjusted from time to time as provided in Section 7
hereof, the “Exercise Price”), at any time and from time to time from and after the Issue Date and through
and including 5:00 p.m. New York time on the Expiration Date.


 


This
Warrant is being issued pursuant to that certain Loan Agreement, dated as of [__]
by and between the Company and the Warrant Holder, (the “Loan Agreement”). Capitalized terms used herein but not otherwise
defined herein, shall have the meanings given to them in the Loan Agreement.


 


This
Warrant is subject to the following terms and conditions:


 


1. 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 Warrant Holder hereof from time to time. The Company may deem and
treat the registered Warrant Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Warrant Holder, and for all other purposes, unless provided notice to the contrary in accordance
herewith.


 




    	
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2. Investment
Representation. The Warrant Holder by accepting this Warrant represents that the Warrant Holder is acquiring this
Warrant for its own account or the account of an affiliate for investment purposes and not with the view to any offering or
distribution and that the Warrant Holder will not sell or otherwise dispose of this Warrant or the underlying Warrant Shares
in violation of applicable securities laws. The Warrant Holder acknowledges that the certificates representing any Warrant
Shares will bear a legend indicating that they have not been registered under the United States Securities Act of 1933, as
amended (the “1933 Act”) and may not be sold by the Warrant Holder except pursuant to an effective registration
statement or pursuant to an exemption from registration requirements of the 1933 Act and in accordance with federal and state
securities laws. If this Warrant was acquired by the Warrant Holder pursuant to the exemption from the registration
requirements of the 1933 Act afforded by Regulation S thereunder, the Warrant Holder acknowledges and covenants that this
Warrant may not be exercised by or on behalf of a Person during the one year distribution compliance period (as defined in
Regulation S) following the date hereof. “Person” means an individual, partnership, firm, limited liability
company, trust, joint venture, association, corporation, or any other legal entity.


 


3.
Validity of Warrant and Issue of Shares. The Company represents and warrants that this Warrant has been duly authorized
and validly issued and warrants and agrees that all of Warrant Shares that may be issued upon the due exercise of the rights represented
by this Warrant will, when issued upon such exercise, be duly authorized, validly issued, fully paid and nonassessable and free
from all taxes, liens and charges with respect to the issue thereof. The Company further warrants and agrees that during the period
within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved
a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.


 


4.
Registration of Transfers and Exchange of Warrants.


 


a.
Subject to compliance with the legend set forth on the face of this Warrant, the Company shall register the transfer of this
Warrant, or any portion of this Warrant, in the Warrant Register, upon delivery by the Warrant Holder to the Company,
pursuant to Section 10 of (i) this Warrant, and (ii) a duly completed and executed written assignment. 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 Warrant Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance
of such transferee of all of the rights and obligations of a Warrant Holder of a Warrant.


 


b.
This Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to the office of the Company specified in or
pursuant to Section 10 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange, and will have the
same Expiration Date as the original Warrant for which the New Warrant was exchanged.


 




    	
Initials: _______




     


    




 


5.
Exercise of Warrants.


 


a.
Exercise of this Warrant shall be made upon delivery to the Company pursuant to Section 10, of (i) this Warrant; (ii) a duly completed
and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise
Price. Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified
or official bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise
multiplied by the number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise provided in Section
5(b) below, however, this cashless features shall be removed when this Warrant is registered in an effective Form S-1 registration
statement. The Company shall promptly (but in no event later than five (5) business days after the “Date of Exercise,”
as defined herein) issue or cause to be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant
Holder may designate in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive
legend as required by the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall
be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares
delivered to the Warrant Holder the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued,
fully paid and non-assessable.


 


b.
If the closing price per share of the Common Stock (as quoted by the OTC Markets or other principal trading market, if
applicable) reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share
of Common Stock is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in
lieu of exercising this Warrant for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed
using the following formula:


 


X=Y
(A-B)


A


 


Where
X= the number of shares of Common Stock to be issued to the Warrant Holder


 


Y=
the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised,
the portion of this Warrant being exercised (at the date of such calculation)


 


A=
Fair Market Value


 


B=
Exercise Price (as adjusted to the date of such calculation)


 


For
purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued
in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder,
and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued.


 


c.
A “Date of Exercise” means the date on which the Company shall have received (i) this Warrant (or any New Warrant,
as applicable), (ii) the Election Notice (or attached to such New Warrant) appropriately completed and duly signed, and (iii)
payment of the Exercise Price (if this Warrant is exercised on a cash basis) for the number of Warrant Shares so indicated by
the Warrant Holder to be purchased.





 




    	
Initials: _______




     


    




 


d.
This Warrant shall be exercisable at any time and from time to time for such number of Warrant Shares as is indicated in the
attached Form of Election to Purchase. If less than all of the Warrant Shares which may be purchased under this Warrant are
exercised at any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to
purchase the remaining number of Warrant Shares for which no exercise has been evidenced by this Warrant.


 


e.
Notwithstanding any other provision of this Warrant, the Warrant Holder may not exercise this Warrant if such exercise would
cause Warrant Holder’s beneficial ownership (as defined by Section 13(d) of the Securities Exchange Act of 1934, as
amended) of the Common Stock of the Company to exceed 4.9% of its total issued and outstanding Common Stock or voting shares.
Upon not less than sixty-one (61) days advance written notice, at any time or from time to time, the Warrant Holder at its
sole discretion, may waive this provision of this Warrant.


 


f.
Notwithstanding any other provision of this Warrant, the Warrant Holder may not exercise this Warrant if such exercise would
cause Warrant Holder’s beneficial ownership (as defined by Section 13(d) of the Securities Exchange Act of 1934, as
amended) of the Common Stock of the Company to exceed 9.9% of its total issued and outstanding Common Stock or voting shares.
Any common shares exercised under this Warrant need to be delivered to the Warrant Holder within five (5) business days of
the receipt of Exercise Notice.


 


6.
Common Share Issuance. Upon receipt by the Company of a written request from Warrant Holder to exercise any portion of
any Warrant, subject to any limitations on exercise contained in any Warrant, the Company shall have five (5) business days (“Delivery
Date”) to issue the shares of Common Stock rightfully listed in such request. If the Company fails to timely deliver the
shares through willful failure or deliberate hindrance, the Company shall pay to Warrant Holder in immediately available funds
$1,000.00 per day past the Delivery Date that the shares are actually issued. Any amounts due under this Section shall be paid
by the fifth (5th) day of the month following the month in which they accrued. The Company agrees that the right to exercise its
Warrants is a valuable right to Warrant Holder and a material consideration of it entering this Agreement. The parties agree that
it would be impracticable and extremely difficult to ascertain the amount of actual damages caused by a failure of the Company
to timely deliver shares as required hereby. Therefore, the parties agree that the foregoing liquidated damages provision represents
reasonable compensation for the loss which would be incurred by the Warrant Holder due to any such breach. The parties agree that
this Section is not intended to in any way limit Warrant Holder’s right to pursue other remedies, including actual damages
and/or equitable relief.


 


7.
Adjustment of Exercise Price and Number of Shares. The character of the shares of stock or other securities at the time
issuable upon exercise of this Warrant and the Exercise Price therefor, are subject to adjustment upon the occurrence of the following
events:


 


a.
Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any consolidation or merger of the Company with or
into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing
or surviving entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a “Reorganization”),
then, in each case, the Holder of this Warrant, on exercise hereof at any time after the consummation or effective date of such
Reorganization (the “Effective Date”), shall receive, in lieu of the shares of stock or other securities at
any time issuable upon the exercise of the Warrant issuable on such exercise prior to the Effective Date, the stock and other
securities and property (including cash) to which such Holder would have been entitled upon the Effective Date if such holder
had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant). The Company
shall ensure that the surviving entity in any Reorganization specifically assumes the Company’s obligations under this Warrant.


 




    	
Initials: _______




     


    




 


b. Exercise
Price Adjustment. If at any time the Company grants, issues or sells any Common Stock, options to purchase Common Stock,
securities convertible into Common Stock or rights relating to Common Stock (the “Purchase Rights”) to any
person, entity, association, or other organization other than the Holder, at a price per share less than the Exercise Price,
then the Exercise Price hereof shall be proportionately reduced to match the price per share of the Purchase Rights. For
purposes of clarification, if the exercise price of the Warrant Shares is $0.20 per share, and if the Company sells Common
Stock at $0.08 per share at any time after the date hereof, then the Exercise Price of Holder’s Warrant Shares would be
adjusted to $0.08 per share. Notwithstanding, the Exercise Price may not exceed $[___] per share in any case.


 


c. 
Adjustments for Stock Dividends; Combinations, Etc. In case the Company shall do any of the following (an
“Event”):


 


(i)
declare a dividend or other distribution on its Common Stock payable in Common Stock of the Company,


 


(ii)
subdivide the outstanding Common Stock pursuant to a stock split or otherwise, or


 


(iii)
reclassify its Common Stock,


 


then
the number of shares of Common Stock or other securities at the time issuable upon exercise of this Warrant shall be appropriately
adjusted to reflect any such Event; however, there shall be no adjustment to the Exercise Price or issuable Warrant Shares in
the event of a reverse stock split or other reduction in the authorized Common Stock of the Company. Not-with-standing the above,
the adjustment to the Exercise Number of issuable Warrant Shares in the event of a reverse stock split or other reduction in the
authorized Common Stock of the Company shall not exceed a reduction of greater than 1 for [__] regardless of the amount of the
reduction of Common Stock of the Company.


 


d. Certificate
as to Adjustments. In case of any adjustment or readjustment in the price or kind of securities issuable on the exercise
of this Warrant, the Company will promptly give written notice thereof to the holder of this Warrant in the form of a
certificate, certified and confirmed by the Board of Directors of the Company, setting forth such adjustment or readjustment
and showing in reasonable detail the facts upon which such adjustment or readjustment is based.


 


8.
Registration Rights. This Warrant will have registration rights. The Company shall prepare and file with the United States
Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (the “Form S-1”)
within 30 days of Effective Date to cover this Warrant. The Form S-1 Should be effective within 75 days of Effective Date. The
legal fees associated with filing the Form S-1 shall be paid by Company. Further, all of the terms, representations, warranties,
agreements, covenants and conditions set forth in the Registration Rights Agreement are incorporated herein by reference. To the
extent that there is a conflict between any condition, term or provision of this Warrants Agreement and the Registration Rights
Agreement, the conditions, terms, and provisions set forth herein shall specifically supersede the conflicting conditions, provisions
and/or terms in the Registration Rights Agreement.


 


9. Fractional
Shares. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of
this Warrant. The number of full Warrant Shares that shall be issuable upon the exercise of this Warrant shall be computed on
the basis of the aggregate number of Warrants Shares purchasable on exercise of this Warrant so presented. If any fraction of
a Warrant Share would, except for the provisions of this Section 9, be issuable on the exercise of this Warrant, the Company
shall, at its option, (i) pay an amount in cash equal to the Exercise Price multiplied by such fraction or (ii) round the
number of Warrant Shares issuable, up to the next whole number.


 




    	
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10. Notice.
All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date
they are (a) delivered if delivered in person or (b) sent, if sent by email; (ii) on the date initially received if delivered
by facsimile transmission followed by registered or certified mail confirmation; (iii) on the date delivered by an overnight
courier service; or (iv) on the third business day after it is mailed by registered or certified mail, return receipt
requested with postage and other fees prepaid as follows:


 


If
to the Company:


The
Chron Organization Inc.




5851 Legacy Circle, Suite 600


Plano,
Texas 75024


Email
Address: arod@nautilitypartners.com


Attn: Alex Rodriguez


 


If
to the Warrant Holder: 


[__]


 


11.
Miscellaneous.


 


a.
This Warrants is being granted pursuant to the terms of that certain Loan Agreement, dated as of [_______]
by and between the Company and the Warrant Holder (the “Loan Agreement”). If not otherwise defined herein, all
capitalized terms herein shall have the meanings given to them in the Loan Agreement. Further, all of the terms,
representations, warranties, agreements, covenants and conditions set forth in the Loan Agreement are incorporated herein by
reference. To the extent that there is a conflict between any condition, term or provision of this Warrant and the Loan
Agreement, the conditions, terms, and provisions set forth herein shall specifically supersede the conflicting conditions,
provisions and/or terms in the Loan Agreement.


 


b.
This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted
assigns. This Warrant may be amended only in writing and signed by the Company and the Warrant Holder. Warrant Holder may
assign this Warrant without consent from the Company but in accordance with the restrictions herein.


 


C.
Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder
any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit
of the Company and the Warrant Holder.


 


d.
This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to
conflict of laws provisions. All disputes arising out of or in connection with this Warrant, or in respect of any legal
relationship associated with or derived from this Warrant, shall only be heard in any competent court residing in Clark
County, Nevada. The Company agrees that a final judgment in
any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by
suit on the judgment or in any manner
provided by law. The Company further waives any objection to venue in any such action or proceeding on the basis of inconvenient
forum. The Company agrees that any action on or proceeding brought
against the Warrant Holder shall only be brought in such courts.


 




    	
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e.
In the event the Warrant Holder hereof shall refer this Warrant Agreement to an attorney to enforce the terms hereof, the Company
agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement of the Warrant Holder’s rights,
including reasonable attorney’s fees, whether or not suit is instituted.


 


f.
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.


 


g.
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 reasonably substitute therefore,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


h.
The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either
at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant.


 





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


 





	 	The
    Chron Organization, Inc
	 	 
	 	By:	/s/
    Alex Rodriguez
	 	Name:	Alex
    Rodriguez
	 	Title:	Presidet


 




    	
Initials: _______




     


    

 


FORM
OF ELECTION TO PURCHASE


 


(To
be executed by the Warrant Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant)


 


To:
The Chron Organization, Inc.


 


The
undersigned, pursuant to the provisions set forth in the attached Warrant, hereby irrevocably elects to purchase (check applicable
box):


 


	[  ]
    	_________shares
    of the Common Stock covered by such Warrant; or
	 	 
	[  ]	the
    maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth therein.


 


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


 


	[  ]	$_________in lawful money of the United States; and/or
	 	 
	[  ]	the
    cancellation of such portion of the attached Warrant as is exercisable for a total of ________ shares
    of Common Stock (using a Fair Market Value of $          per share
    for purposes of this calculation); and/or
	 	 
	[  ]	the
    cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section
    5 of the Warrant, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant
    to the cashless exercise procedure set forth in Section 5.


 


After
application of the cashless exercise feature as described above,               shares
of Common Stock are required to be delivered pursuant to the instructions below.


 


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





 


	 	Name
    of Warrant Holder:
	 	 	 
	 	(Print)	 
	 	 	 
	 	(By:)	 
	 	 	 
	 	(Name:)	 
	 	 	 
	 	(Title:)	 
	 	 	 
	 	Signatures
    must conform in all respects to the name of the Warrant Holder on the face of the Warrant.


 




    	
Initials: _______