Exhibit
4.1


Form
of Placement Agent Warrant


 


Warrant
Certificate No. PA [ ]


 


 


NEITHER
THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT
THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS
AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO
THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.


 


Effective
Date: September 13, 2019Void After: September 13, 2024


 


Odyssey
Semiconductor Technologies, Inc.


 


WARRANT
TO PURCHASE COMMON STOCK


 


Odyssey
Semiconductor Technologies, Inc., a Delaware corporation (the “Company”), for value received on September 13,
2019 (the “Effective Date”), hereby issues to [ ] (the “Holder” or “Warrant Holder”)
this Warrant (the “Warrant”) to purchase [ ] shares (each such share as from time to time adjusted as hereinafter
provided being a “Warrant Share” and all such shares being the “Warrant Shares”) of the
Company’s Common Stock (as defined below), at the Exercise Price (as defined below), as adjusted from time to time as provided
herein, on or before September 13, 2024 (the “Expiration Date”), all subject to the following terms and conditions.
This Warrant has been issued to the Holder pursuant to that certain letter agreement dated May 6, 2019 by and between the Company
and Katalyst Securities LLC.


As
used in this Warrant, (i) “Business Day” means any day other than Saturday, Sunday or any other day on which
commercial banks in the City of New York, New York, are authorized or required by law or executive order to close; (ii) “Common
Stock” means the common stock of the Company, par value $0.0001 per share, including any securities issued or issuable
with respect thereto or into which or for which such shares may be exchanged for, or converted into, pursuant to any stock dividend,
stock split, stock combination, recapitalization, reclassification, reorganization or other similar event; (iii) “Exercise
Price” means $1.50 per share of Common Stock, subject to adjustment as provided herein; (iv) “Trading Day”
means any day on which the Common Stock is traded (or available for trading) on its principal trading market; and (v) “Affiliate”
means any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common
control with, a person, as such terms are used and construed in Rule 144 promulgated under the Securities Act of 1933, as amended
(the “Securities Act”).


 






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		1.	DURATION
                                         AND EXERCISE OF WARRANTS



 


(a)       Exercise
Period. The Holder may exercise this Warrant in whole or in part on any Business Day on or before 5:00 P.M., Eastern Time,
on the Expiration Date, at which time this Warrant shall become void and of no value.


 


		(b)	Exercise
                                         Procedures.



 


(i)       While
this Warrant remains outstanding and exercisable in accordance with Section 1(a), the Holder may exercise this Warrant in whole
or in part at any time and from time to time by:


 


(A)       delivery
to the Company of a duly executed copy of the Notice of Exercise attached as Exhibit A;


 


(B)       surrender
of this Warrant to the Secretary of the Company at its principal offices or at such other office or agency as the Company may
specify in writing to the Holder; and


 


(C)       subject
to the cashless excersice method provided under Section 1(b)(i)(D), payment of the then-applicable Exercise Price per share multiplied
by the number of Warrant Shares being purchased upon exercise of the Warrant (such amount, the “Aggregate Exercise Price”)
made in the form of cash, or by certified check, bank draft or money order payable in lawful money of the United States of America.


 


(D)
       under the circumstance where the Warrant Shares are not registered in an effective registration
statement, the Holder may elect to exchange all or some of this Warrant for shares of Common Stock equal to the value of the amount
of the Warrant being exchanged on the date of exchange. If Holder elects to exchange this Warrant as provided in this Section
1(b)(i)(D), Holder shall tender to the Company the Warrant for the amount being exchanged, along with written notice of Holder’s
election to exchange some or all of the Warrant, and the Company shall issue to Holder the number of Warrant Shares computed using
the following formula:


 


	X
    =	Y
    (A-B)	 
	 	A	 
	Where:   X
    =	the
    number of Warrant Shares to be issued to Holder.
	Y
    =	the
    number of Warrant Shares purchasable under the amount of the Warrant being exchanged (as adjusted to the date of such calculation).
	A
    =	the
    Fair Market Value (as defined in Section
    1(b)(i)(E) below) of one Warrant Share.
	B
    =	Exercise
    Price (as adjusted to the date of such calculation).
	 	 	 	 







    	 	2	 



     


    

 


(E)       Fair
Market Value. For purposes of Section 1(b)(i)(D), the per share Fair Market Value of the Warrant Shares shall mean:


 


(x)
If the Company’s Common Stock is publicly traded, the per share Fair Market Value of the Warrant Shares shall be the closing
sale price of one share of the Common Stock on the market where the Common Stock is being traded or quoted as of the Business
Day prior to the date of the exercise;


 


(y)
If the Company’s Common Stock is not so publicly traded, the per share Fair Market Value of the Warrant Shares shall be
such fair market value as is determined in good faith by the Board of Directors of the Company as of the date of the exercise
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.


 


(ii)       Upon
the exercise of this Warrant in compliance with the provisions of this Section 1(b), the Company shall promptly instruct its transfer
agent to issue to the Holder the Warrant Shares purchased by the Holder.


 


(c)       Partial
Exercise. This Warrant shall be exercisable, either in its entirety or, from time to time, for part only of the number of
Warrant Shares referenced by this Warrant. If this Warrant is submitted in connection with any exercise pursuant to Section 1
and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the actual number of Warrant
Shares being acquired upon such an exercise, then the Company shall as soon as practicable and in no event later than five (5)
Business Days after any exercise and at its own expense, issue a new Warrant of like tenor representing the right to purchase
the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares
with respect to which this Warrant is exercised.


 


(d)       Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance
with Section 15.


 


		2.	ISSUANCE
                                         OF WARRANT SHARES



 


(a)       The
Company covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be (i) duly authorized,
fully paid and non-assessable, and (ii) free from all liens, charges and security interests, with the exception of claims arising
through the acts or omissions of any Holder and except as arising from applicable Federal and state securities laws.


 


(b)       The
Company shall register this Warrant upon records to be maintained by the Company for that purpose in the name of the record holder
of such Warrant from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner
thereof for the purpose of any exercise thereof, any distribution to the Holder thereof and for all other purposes.


 






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(c)       The
Company will not, by amendment of its certificate of incorporation, by-laws or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist
in the carrying out of all the provisions of this Warrant and in the taking of all action necessary or appropriate in order to
protect the rights of the Holder to exercise this Warrant, or against impairment of such rights.


 


		3.	ADJUSTMENTS
                                         OF EXERCISE PRICE, NUMBER AND TYPE OF WARRANT SHARES



 


(a)       The
Exercise Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time
to time upon the occurrence of certain events described in this Section 3; provided, that notwithstanding the provisions
of this Section 3, the Company shall not be required to make any adjustment if and to the extent that such adjustment would require
the Company to issue a number of shares of Common Stock in excess of its authorized but unissued shares of Common Stock, less
all amounts of Common Stock that have been reserved for issue upon the conversion of all outstanding securities convertible into
shares of Common Stock and the exercise of all outstanding options, warrants and other rights exercisable for shares of Common
Stock. If the Company does not have the requisite number of authorized but unissued shares of Common Stock to make any adjustment,
the Company shall use its commercially best efforts to obtain the necessary stockholder consent to increase the authorized number
of shares of Common Stock to make such an adjustment pursuant to this Section 3.


 


(i)       Subdivision
or Combination of Stock. In case the Company shall at any time subdivide (whether by way of stock dividend, stock split or
otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior
to such subdivision shall be proportionately reduced and the number of Warrant Shares shall be proportionately increased, and
conversely, in case the outstanding shares of Common Stock of the Company shall be combined (whether by way of stock combination,
reverse stock split or otherwise) into a smaller number of shares, the Exercise Price in effect immediately prior to such combination
shall be proportionately increased and the number of Warrant Shares shall be proportionately decreased. The Exercise Price and
the Warrant Shares, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events
described in this Section 3(a)(i).


 


(ii)       Dividends
in Stock, Property, Reclassification. If at any time, or from time to time, all of the holders of Common Stock (or any shares
of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled
to receive, without payment therefore:


 


(A)       any
shares of stock or other securities that are at any time directly or indirectly convertible into or exchangeable for Common Stock,
or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution,
or


 






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(B)       additional
stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, combination of shares or
similar corporate rearrangement (other than shares of Common Stock issued as a stock split or adjustments in respect of which
shall be covered by the terms of Section 3(a)(i) above), then and in each such case, the Exercise Price and the number of Warrant
Shares to be obtained upon exercise of this Warrant shall be adjusted proportionately, and the Holder hereof shall, upon the exercise
of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, and without
payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the
cases referred to above) that such Holder would hold on the date of such exercise had such Holder been the holder of record of
such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such shares or all other
additional stock and other securities and property. The Exercise Price and the Warrant Shares, as so adjusted, shall be readjusted
in the same manner upon the happening of any successive event or events described in this Section 3(a)(ii).


 


(iii)       Reorganization,
Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification or reorganization of the
capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or
substantially all of its assets or other transaction shall be effected in such a way that holders of Common Stock shall be
entitled to receive stock, securities, or other assets or property (an “Organic Change”), then, as a
condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall
thereafter have the right to purchase and receive (in lieu of the shares of the Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant) such shares of stock,
securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable
assuming the full exercise of the rights represented by this Warrant. In the event of any Organic Change, appropriate
provision shall be made by the Company with respect to the rights and interests of the Holder of this Warrant to the end that
the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of
shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any
shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect any such
consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the
Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written
instrument reasonably satisfactory in form and substance to the Holder executed and mailed or delivered to the
registered Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation to deliver
to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be
entitled to purchase. If there is an Organic Change, then the Company shall cause to be mailed to the Holder at its last
address as it shall appear on the books and records of the Company, at least 10 calendar days before the effective date of
the Organic Change, a notice stating the date on which such Organic Change is expected to become effective or close, and the
date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares for
securities, cash, or other property delivered upon such Organic Change; provided, that the failure to mail such notice or any
defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in
such notice. The Holder is entitled to exercise this Warrant during the 10-day period commencing on the date of such notice
to the effective date of the event triggering such notice. In any event, the successor corporation (if other than the
Company) resulting from such consolidation or merger or the corporation purchasing such assets shall be deemed to assume such
obligation to deliver to such Holder such shares of stock, securities or assets even in the absence of a written instrument
assuming such obligation to the extent such assumption occurs by operation of law.


 






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(b)       Certificate
as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 3, the Company at its expense
shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Holder of this
Warrant a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment
or readjustment is based. The Company shall promptly furnish or cause to be furnished to such Holder a like certificate setting
forth: (i) such adjustments and readjustments; and (ii) the number of shares and the amount, if any, of other property which at
the time would be received upon the exercise of the Warrant.


 


(c)       Certain
Events. If any event occurs as to which the other provisions of this Section 3 are not strictly applicable but the lack of
any adjustment would not fairly protect the purchase rights of the Holder under this Warrant in accordance with the basic intent
and principles of such provisions, or if strictly applicable would not fairly protect the purchase rights of the Holder under
this Warrant in accordance with the basic intent and principles of such provisions, then the Company's Board of Directors will,
in good faith, make an appropriate adjustment to protect the rights of the Holder; provided, that no such adjustment pursuant
to this Section 3(c) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant
to this Section 3.


 


		4.	TRANSFERS
                                         AND EXCHANGES OF WARRANT AND WARRANT SHARES



 


(a)       Registration
of Transfers and Exchanges. Subject to Section 4(c), upon the Holder’s surrender of this Warrant, with a duly executed
copy of the Form of Assignment attached as Exhibit B, to the Secretary of the Company at its principal offices or
at such other office or agency as the Company may specify in writing to the Holder, the Company shall register the transfer of
all or any portion of this Warrant. Upon such registration of transfer, the Company shall issue a new Warrant, in substantially
the form of this Warrant, evidencing the acquisition rights transferred to the transferee and a new Warrant, in similar form,
evidencing the remaining acquisition rights not transferred, to the Holder requesting the transfer.


 


(b)       Warrant
Exchangeable for Different Denominations. The Holder may exchange this Warrant for a new Warrant or Warrants, in substantially
the form of this Warrant, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased
hereunder, each of such new Warrants to be dated the date of such exchange and to represent the right to purchase such number
of Warrant Shares as shall be designated by the Holder. The Holder shall surrender this Warrant with duly executed instructions
regarding such re-certification of this Warrant to the Secretary of the Company at its principal offices or at such other office
or agency as the Company may specify in writing to the Holder.


 


(c)       Restrictions
on Transfers. This Warrant may not be transferred at any time without (i) registration under the Securities Act or (ii)
an exemption from such registration and a written opinion of legal counsel addressed to the Company that the proposed
transfer of the Warrant may be effected without registration under the Securities Act, which opinion will be in form and from
counsel reasonably satisfactory to the Company.


 






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(d)       Permitted
Transfers and Assignments. Notwithstanding any provision to the contrary in this Section 4, the Holder may transfer, with
or without consideration, this Warrant or any of the Warrant Shares (or a portion thereof) to the Holder’s Affiliates (as
such term is defined under Rule 144 of the Securities Act) without obtaining the opinion from counsel that may be required by
Section 4(c)(ii), provided, that the Holder delivers to the Company and its counsel certification, documentation, and other
assurances reasonably required by the Company’s counsel to enable the Company’s counsel to render an opinion to the
Company’s transfer agent that such transfer does not violate applicable securities laws.


 


		5.	MUTILATED
                                         OR MISSING WARRANT CERTIFICATE



 


If
this Warrant is mutilated, lost, stolen or destroyed, upon request by the Holder, the Company will, at its expense, issue, in
exchange for and upon cancellation of the mutilated Warrant, or in substitution for the lost, stolen or destroyed Warrant, a new
Warrant, in substantially the form of this Warrant, representing the right to acquire the equivalent number of Warrant Shares;
provided, that, as a prerequisite to the issuance of a substitute Warrant, the Company may require satisfactory evidence
of loss, theft or destruction as well as an indemnity from the Holder of a lost, stolen or destroyed Warrant.


 


		6.	PAYMENT
                                         OF TAXES



 


The
Company will pay all transfer and stock issuance taxes attributable to the preparation, issuance and delivery of this Warrant
and the Warrant Shares (and replacement Warrants) including, without limitation, all documentary and stamp taxes; provided,
however, that the Company shall not be required to pay any tax in respect of the transfer of this Warrant, or the issuance
or delivery of certificates for Warrant Shares or other securities in respect of the Warrant Shares to any person or entity other
than to the Holder.


 


7.       FRACTIONAL
WARRANT SHARES


 


No
fractional Warrant Shares shall be issued upon exercise of this Warrant. The Company, in lieu of issuing any fractional Warrant
Share, shall round up the number of Warrant Shares issuable to nearest whole share.


 


		8.	NO
                                         STOCK RIGHTS AND LEGEND



 


No
holder of this Warrant, as such, shall be entitled to vote or be deemed the holder of any other securities of the Company that
may at any time be issuable on the exercise hereof, nor shall anything contained herein be construed to confer upon the holder
of this Warrant, as such, the rights of a stockholder of the Company or the right to vote for the election of directors or upon
any matter submitted to stockholders at any meeting thereof, or give or withhold consent to any corporate action or to receive
notice of meetings or other actions affecting stockholders (except as provided herein), or to receive dividends or subscription
rights or otherwise (except as provide herein).


 






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Each
certificate for Warrant Shares initially issued upon the exercise of this Warrant, and each certificate for Warrant Shares issued
to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the
following form:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER
OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS.”


 


		9.	REGISTRATION
                                         RIGHTS



 


The
Holder shall be entitled to the registration rights as are contained in the Registration Rights Agreement of even date herewith,
by and among the Company, the Holder and the other subscribers of the Company’s securities pursuant to certain subscription
agreements, the provisions of which are deemed incorporated herein by reference.


 


10.       NOTICES


 


All
notices, consents, waivers, and other communications under this Warrant must be in writing and will be deemed given to a party
when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b)
sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment; (c) received or rejected by the addressee,
if sent by certified mail, return receipt requested, if to the registered Holder hereof; or (d) seven days after the placement
of the notice into the mails (first class postage prepaid), to the Holder at the address, facsimile number, or e-mail address
furnished by the registered Holder to the Company, or if to the Company, to it at:


 


Odyssey
Semiconductor Technologies, Inc.


950
Danby Road, Suite 125


Ithaca,
New York 14850


Attention:
Richard J. Brown, Chief Executive Officer


 


with
copy to:


 


Robinson
& Cole, LLP


1055
Washington Blvd.


Stamford,
Connecticut 06901


Attention:
Mitchell L. Lampert, Esq.


Facsimile:
(203) 462-7599


 






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		11.	SEVERABILITY



 


If
a court of competent jurisdiction holds any provision of this Warrant invalid or unenforceable, the other provisions of this Warrant
will remain in full force and effect. Any provision of this Warrant held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.


 


		12.	BINDING
                                         EFFECT



 


This
Warrant shall be binding upon and inure to the sole and exclusive benefit of the Company, its successors and assigns, the registered
Holder or Holders from time to time of this Warrant and the Warrant Shares.


 


		13.	SURVIVAL
                                         OF RIGHTS AND DUTIES



 


This
Warrant shall terminate and be of no further force and effect on the earlier of 5:00 P.M., Eastern Time, on the Expiration Date
or the date on which this Warrant has been exercised in full.


 


		14.	GOVERNING
                                         LAW



 


This
Warrant will be governed by and construed under the laws of the State of Delaware without regard to conflicts of laws principles
that would require the application of any other law.


 


		15.	DISPUTE
                                         RESOLUTION



 


In
the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall submit the disputed determinations or arithmetic calculations via facsimile within two (2) Business Days of receipt of the
Notice of Exercise giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to
agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three Business Days of such disputed
determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Business Days, submit
via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment bank selected by the
Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent,
outside accountant. The Company shall cause at its expense the investment bank or the accountant, as the case may be, to perform
the determinations or calculations and notify the Company and the Holder of the results no later than ten (10) Business Days from
the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination
or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.


 


		16.	NOTICES
                                         OF RECORD DATE



 


Upon
(a) any establishment by the Company of a record date 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 right or option to acquire
securities of the Company, or any other right, or (b) any capital reorganization, reclassification, recapitalization, merger
or consolidation of the Company with or into any other corporation, any transfer of all or substantially all the assets of
the Company, or any voluntary or involuntary dissolution, liquidation or winding up of the Company, or the sale, in a single
transaction, of a majority of the Company’s voting stock (whether newly issued, or from treasury, or previously issued
and then outstanding, or any combination thereof), the Company shall mail to the Holder at least ten (10) Business Days, or
such longer period as may be required by law, prior to the record date specified therein, a notice specifying (i) the date
established as the record date for the purpose of such dividend, distribution, option or right and a description of such
dividend, option or right, (ii) the date on which any such reorganization, reclassification, transfer, consolidation, merger,
dissolution, liquidation or winding up, or sale is expected to become effective and (iii) the date, if any, fixed as to when
the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reorganization, reclassification, transfer, consolation, merger, dissolution, liquidation or
winding up.


 






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		17.	RESERVATION
                                         OF SHARES



 


The
Company shall reserve and keep available out of its authorized but unissued shares of Common Stock for issuance upon the exercise
of this Warrant, free from pre-emptive rights, such number of shares of Common Stock for which this Warrant shall from time to
time be exercisable. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may
be issued as provided herein without violation of any applicable law or regulation. Without limiting the generality of the foregoing,
the Company covenants that it will use commercially reasonable efforts to take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this
Warrant and use commercially reasonable efforts to obtain all such authorizations, exemptions or consents, including but not limited
to consents from the Company’s stockholders or Board of Directors or any public regulatory body, as may be necessary to
enable the Company to perform its obligations under this Warrant.


 


		18.	NO
                                         THIRD PARTY RIGHTS



 


This
Warrant is not intended, and will not be construed, to create any rights in any parties other than the Company and the Holder,
and no person or entity may assert any rights as third-party beneficiary hereunder.


 


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IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date first set forth above.


 


 


Odyssey
Semiconductor Technologies, Inc.


 


 


 


By:
_____________________________


Name:Richard
J. Brown


Title:Chief
Executive Officer


 


 






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EXHIBIT
A


 


NOTICE
OF EXERCISE


 


(To
be executed by the Holder of Warrant if such Holder desires to exercise Warrant)


 


To
Odyssey Semiconductor Technologies, Inc.:


 


The
undersigned hereby irrevocably elects to exercise this Warrant and to purchase thereunder, ___________________ full shares of
GrowGeneration, Corp.’s common stock issuable upon exercise of the Warrant, and (check the applicable box):


 


	 	tenders
    herewith payment of the exercise price in full in the form of cash or a certified or official bank check in same-day funds
    in the amount of $____________ and any applicable taxes payable by the undersigned pursuant to such Warrant.
	 	elects
    the Cashless Exercise option pursuant to Section 1(b)(i)(D) of the Warrant (only applicable under the circumstance where the
    Warrant Shares are not registered in an effective registration statement).


 


The
undersigned requests that certificates for such shares be issued in the name of:


 


_________________________________________


(Please
print name, address and social security or federal employer

identification number (if applicable))


 


_________________________________________


 


_________________________________________


 


If
the shares issuable upon this exercise of the Warrant are not all of the Warrant Shares which the Holder is entitled to acquire
upon the exercise of the Warrant, the undersigned requests that a new Warrant evidencing the rights not so exercised be issued
in the name of and delivered to:


 


_________________________________________


(Please
print name, address and social security or federal employer


identification
number (if applicable))


 


_________________________________________


 


_________________________________________


 


Name
of Holder (print): ________________________


(Signature):
___________________________________


(By:)
_________________________________________


(Title:)
________________________________________


Dated:
________________________________________


 






    	 	12	 



     


    

 


EXHIBIT
B


 


FORM
OF ASSIGNMENT


 


FOR
VALUE RECEIVED, ___________________________________ hereby sells, assigns and transfers to each assignee set forth below all of
the rights of the undersigned under the Warrant (as defined in and evidenced by the attached Warrant) to acquire the number of
Warrant Shares set opposite the name of such assignee below and in and to the foregoing Warrant with respect to said acquisition
rights and the shares issuable upon exercise of the Warrant:


 


 


	Name
    of Assignee	Address	Number
    of Shares
	 

         
	 	 
	 

         
	 	 
	 

         
	 	 
	 

         
	 	 


 


 


If
the total of the Warrant Shares are not all of the Warrant Shares evidenced by the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to acquire the Warrant Shares not so assigned be issued in the name of and delivered to
the undersigned.


 


 


Name
of Holder (print): ________________________


(Signature):
___________________________________


(By:)
_________________________________________


(Title:)
________________________________________


Dated:
________________________________________


 


 


 



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