Exhibit 4.1


 





 



 





	Number of Shares: 2,666,667	Date of Grant: November 15, 2017


 


OPTION TO PURCHASE
SHARES

OF COMMON STOCK


 


THIS CERTIFIES
THAT, for value received, W. James Tozer, Jr., or his assignee, if any, (collectively, the "Holder") is entitled to purchase
from The Coretec Group, Inc., an Oklahoma corporation (the "Company"), Two Million Six Hundred Thousand Six Hundred Sixty
Severn (2,666,667) shares of the fully paid and nonassessable, restricted Rule 144 common stock (as adjusted from time to time
pursuant to the provisions of this Option) (the "Shares") of the Company on the following terms and conditions and for
the price set forth in this Option during the period commencing on the "Date of Grant", as shown above, and continuing
for the Option Period, as defined herein.


 


The stock
purchase right represented by this Option may be exercised by Holder from time to time, in part or in whole, and only during the
period between the Date of Grant of this Option and November 15, 2018 (the "Option Period"). The price to be paid for
the Shares to be purchased under this Option shall be $0.0375 per share (the "Option Exercise Price").


 


This Option
shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being
purchased (in whole shares only) and such other information as is set forth on the form of the "Notice of Exercise"
attached hereto as Exhibit A, (b) a check or cash in the amount of the Option Exercise Price of the Shares covered by the notice,
and (c) the written investment representation as provided for herein.


 


Holder represents
to the Company that Holder has had access to the financial statements or books and records of the Company, has had the opportunity
to ask questions of the Company concerning its business, operations and financial condition, and to obtain additional information
reasonably necessary to verify the accuracy of such information. Holder further represents that the Holder is an accredited investor
as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.


 


Unless and
until the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares and
any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any stock
split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following
form:


 


THESE SECURITIES
HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE 'SECURITIES ACT) OR UNDER THE APPLICABLE
OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT
TO EXEMPTIONS THEREFROM,


 


and such other legend or legends as the
Company and its counsel deem necessary or appropriate.


 






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Within twenty
days of the delivery to the Company of a Notice of Exercise of Option, the Company shall deliver to Holder the certificate representing
the Shares to which the Notice of exercise relates, free from all liens and charges, and duly endorsed to Holder. The Shares issued
upon the exercise of this Option will, upon issuance pursuant to the terms and conditions herein, be duly authorized, validly issued,
fully paid and nonassessable.


 


If the Company
at any time while this Option remains outstanding and unexpired shall split, subdivide or combine the securities as to which purchase
rights under this Option exist, into a different number of securities of the same class, the number of shares covered by this Option
shall be proportionately decreased or increased in the case of a split, subdivision or combination, effective at the close of business
on the date the split, subdivision or combination becomes effective.


 


The rights applicable
to the Shares purchasable hereunder are set forth in the Company's Certificate of Incorporation, as amended through the Date of
Grant. The Company shall promptly provide Holder with any restatement, amendment, modification or waiver of the Certificate of
Incorporation promptly after the same has been made.


 


No holder of this
Option, by virtue of this Option alone, shall be entitled to vote or receive dividends or be deemed the holder of the Shares for
any purpose, nor shall any provision contained herein be construed to confer upon the holder of this Option, as such, any of the
rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders
at any meeting thereof, or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until this
Option shall have been exercised as provided herein and the Shares purchasable upon the exercise hereof shall have become deliverable,
as provided herein. Each party shall bear its respective tax consequences of the grant or exercise of this Option.


 


This Option and any
provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against
which enforcement of the same is sought.


 


Any notice, request,
communication or other document required or permitted to be given or delivered to Holder or the Company shall be delivered or sent
by certified or registered mail, postage prepaid, to Holder at the address on the records of the Company on the date of same or
to the Company at 6804 South Canton Avenue; Suite 150, Tulsa, OK 74136, Tulsa, Oklahoma.


 


This Option shall
be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Oklahoma
without regard to its conflicts of law principles. Holder and the Company submit to the exclusive jurisdiction of the federal and
state courts sitting in Tulsa, Oklahoma, for any action relating to this Option.


 


In case any one or more of the covenants
and agreements contained in this Option shall have been breached, Holder (in the case of a breach by the Company), or the Company
(in the case of a breach by Holder), may proceed to protect and enforce its rights by suit in equity and by action at law, including,
but not limited to, an action for damages as a result of any such breach and an action for specific performance of any such covenant
or agreement contained in this Option. In the event an action or proceeding is brought to enforce any provision of this Option,
the prevailing party shall be entitled to recover its reasonable attorney's fees and costs from the other party.


 


This Option constitutes the entire
agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements,
representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. There are no third
party beneficiaries of this Option.


 






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IN WITNESS WHEREOF,
the undersigned caused this Option to be executed as of the date first indicated above.


 


	COMPANY:	 
	

                                                                            The
Cortec Group, Inc.
	 
	 	 	 
	 	 	 
	By:		 
	Name:  	Michael Kraft	 
	Title: 	Chief Executive Officer	 


 





HOLDER:


W.
James Tozer, Jr.


 


__________________________


 




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Exhibit A


 


NOTICE OF EXERCISE





 






 



 


The Coretec Group,
Inc.


 


Re: Stock Option


 


1)              
Notice is hereby given pursuant to my Stock Option issued on November 15, 2017, that I elect to purchase the number of shares
set forth below at the exercise price set forth in my Option:


 


Stock
Option Agreement dated: November 15, 2017.


 


Number
of shares being purchased:_________


 


Exercise
Price: $0.0375/share


 


A
check in the amount of the aggregate price of the shares being purchased is attached.


 


I
hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or
for resale in connection with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities
Act of 1933, as amended, or any applicable federal or state securities laws. Further, I understand that the exemption from taxable
income at the time of exercise is dependent upon my holding such stock for the periods prescribed by the laws of the United States
and of any applicable State.


 


I
understand that the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the
Securities Act and as required by such other state or federal law or regulation applicable to the issuance or delivery of the
Option Shares.


 


I
agree to provide to the Company such additional documents or information as may be required by the Company in connection with
this exercise of my Option.


 


	 	By:	 
	 		(signature)
	 	 	 
	 	Name:	 


 








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