Exhibit 10.3


 


COMMON SHARE PURCHASE WARRANT


 


Cryomass
Technologies Inc


 


	Warrant Shares: _________	Initial Issuance Date:    __________, 2021
	 	Termination  Date:      ___________, 2023


 


THIS COMMON SHARE PURCHASE WARRANT
(the “Warrant”) certifies that, for value received, _________, or his/her/its assigns (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
________________, 2021 (the “Initial Issuance Date”) and on or prior to the close of business on __________, 2023 (the
“Termination Date”) but not thereafter, to subscribe for and purchase from Cryomass Technologies Inc, a Nevada corporation
(the “Company”) _________ common shares (the “Common Shares”) of the capital of the Company (subject
to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be
equal to the Exercise Price, as defined in Section 2(b).


 


Section 1. Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings
set forth in this Section 1:


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Securities
Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Shares may be listed or quoted for trading on the
date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange, the OTCQB marketplace or the OTC Bulletin Board (or any successors to any of the foregoing).


 


“Transfer
Agent” means initially the Company, and following the appointment of a transfer agent for the Company’s Common Shares,
such transfer agent and any successor transfer agent of the Company.


 


All references to
“Dollar” or “$” refer to the lawful currency of the United States.


 




      


     


    

 


Section 2.
Exercise of Warrant.


 


a) Exercise of the purchase
rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Issuance Date and on
or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice
in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy
of the Notice of Exercise Form annexed hereto as Exhibit “A”. Within three (3) Trading Days following the date of exercise
as aforesaid, the Holder shall deliver or otherwise satisfy the aggregate Exercise Price for the shares specified in the applicable Notice
of Exercise in one of the manners specified in Section 2 c). No ink-original Notice of Exercise shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to
the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all
of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant
to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial
exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the
effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant
Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such
purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice.
The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph,
following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at
any given time may be less than the amount stated on the face hereof.


 


b) Exercise Price. The
exercise price per Common Share under this Warrant shall be US$0.40, subject to adjustment hereunder (the “Exercise Price”).


  


c) Payment of Exercise
Price. Payment of the Exercise Price shall be made as in accordance with either subsection (i) or (ii) below at the option of the Holder
or subsection (iii) if mandatory:


 


(i) Cash Exercise: The Holder
may make the required payment due upon exercise of this Warrant in cash, cashier’s check, or wire transfer, equal to the applicable
Exercise Price (a “Cash Exercise”).


 


(ii) Cashless Exercise: The
Holder may make the required payment due upon exercise of this Warrant in a cashless exercise transaction pursuant to this subsection
(ii) (a “Cashless Exercise”) provided there is a Trading Market for the Common Shares. In order to effect a Cashless
Exercise, the Holder shall surrender this Warrant at the principal office of the Company together with a Notice of Exercise in the form
attached as Exhibit “A”, completed and executed, indicating Holder’s election to effect a Cashless Exercise, in which
event the Company shall issue Holder a number of Common Shares computed using the following formula: X = Y (A-B)/A


 


		where:	X = the number of Common Shares to be issued to Holder;



 


Y = the number of
Common Shares for which this Warrant is being Exercised;


 


A = the Market Price
of one (1) Common Share (for purposes of this Section 2(c), where “Market Price,” means the VWAP (as defined herein)
of one (1) Common Share during the ten (10) consecutive Trading Day period immediately preceding the date of exercise; and


 


B = the Exercise
Price.


 


For purposes of Rule 144 under
the Securities Act and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the Common Shares issued upon
exercise of this Warrant in a Cashless Exercise transaction shall be deemed to have been acquired at the time this Warrant was issued.
Moreover, it is intended, understood and acknowledged that the holding period for the Common Shares issued upon exercise of this Warrant
in a Cashless Exercise transaction shall be deemed to have commenced on the date this Warrant was issued.


 






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(iii) Mandatory Automatic
Cashless Exercise. If the Company shares of common stock close at or above $0.80 at close of market for 10 (ten) consecutive trading days,
on the day following the tenth day when the shares of common stock close at or above $0.80 (the “Automatic Exercise Date) the entire
Warrant or any portion of this Warrant which remains unexercised as of the Automatic Exercise Date shall be deemed to have been exercised
automatically immediately prior to the close of business on the Automatic Exercise Date (or, in the event that the Automatic Exercise
Date is not a business day, the immediately following business day) using the calculation mechanism in the manner provided in Section
2 (c) (ii), and the Holder (or such other person or persons as directed by the Holder, subject to compliance with applicable securities
laws) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise
Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section without any
action by the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date the Company at its expense shall
issue and deliver to the Holder (or to such other person or persons who prove(s) ownership of the Warrant before issuance of Warrant Shares
through a notarized and, if appropriate, apostilled document, subject to compliance with applicable securities laws) a certificate or
certificates for the number of Warrant Shares issuable upon such exercise, in accordance with Section 2(c) (ii).


 


d) Mechanics of Exercise.


 


i. Delivery of Warrant
Shares Upon Exercise. The Company shall use best efforts to cause the Warrant Shares purchased hereunder to be transmitted by the
Transfer Agent to the Holder. The Warrant Shares shall be deemed to have been issued, and Holder or any other Person so designated to
be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been
exercised, with payment to the Company of the Exercise Price (or by Cashless Exercise) and all taxes required to be paid by the Holder,
if any, pursuant to Section 2(d)(v) prior to the issuance of such shares, having been paid.


 


ii. Delivery of New
Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon
surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the
rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.


 


iii)  Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise. In the event of such rescission, Holder
shall promptly execute such documents and take such actions as may be necessary to promptly return to the Company any Warrant Shares that
have been issued and delivered to the Holder following the Warrant Share Delivery Date.


 


iv)  No Fractional
Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As
to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or
round up to the next whole share.


 


v)  Charges, Taxes
and Expenses. Issuance of Warrant 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 Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant
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 Warrant 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 as Exhibit “B” duly executed by the Holder and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company
shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise.


 


vi) Closing of Books.
The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant
to the terms hereof.


 






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Section 3. Certain
Adjustments.


 


a) Stock Dividends
and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution
or distributions on shares of its Common Share or any other equity or equity equivalent securities payable in Common Shares (which, for
avoidance of doubt, shall not include any Common Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding
Common Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding Common Shares into
a smaller number of shares, or (iv) issues by reclassification of the Common Shares any shares of capital stock of the Company, then in
each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares (excluding
treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Common Shares outstanding
immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that
the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective
immediately after the record date for the determination of shareholders 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.


 


b) If the Company,
at any time while this Warrant is outstanding, shall distribute to all holders of Common Shares (and not to the Holder) evidences of its
indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security, then in each
such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed
for determination of shareholders entitled to receive such distribution by a fraction of which the denominator shall be the ten-day volume-weighted
average price (“VWAP”) of the Common Shares on the Trading Market determined as of the record date mentioned above,
and of which the numerator shall be such VWAP on such record date less the fair market value at such record date of the portion of such
assets or evidence of indebtedness or rights or warrants so distributed applicable to one outstanding Common Share as determined by the
Board of Directors of the Company in good faith. In either case the adjustments shall be described in a statement provided to the Holder
of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one Common Share. Such
adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned
above.


  


c) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any
sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series
of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another
Person) is completed pursuant to which holders of Common Shares are permitted to sell, tender or exchange their shares for other securities,
cash or property and has been accepted by the holders of 50% or more of the outstanding Common Shares, (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Shares or any compulsory
share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property,
or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another
Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Common Shares (not including any
Common Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making
or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would otherwise
have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder
(without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Common Shares or other securities of
the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate
Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Common Shares for which
this Warrant has been exercised and would have been exercisable immediately prior to such Fundamental Transaction. For purposes of any
such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based
on the amount of Alternate Consideration issuable in respect of one Common Share in such Fundamental Transaction, and the Company shall
apportion the Exercise 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 Shares 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. The Company shall cause any successor entity in a Fundamental Transaction in which
the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company
under this Warrant in accordance with the provisions of this Section 3(d) and shall, at the option of the Holder, deliver to the Holder
in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance
to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)
equivalent to the Common Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise
of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the Exercise Price hereunder, adjusted
as applicable in accordance with the terms of the Fundamental Transaction, to such shares of capital stock. Upon the occurrence of any
such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may
exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same
effect as if such Successor Entity had been named as the Company herein. 


 






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d) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 3, the number of Common Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of
Common Shares (excluding treasury shares, if any) issued and outstanding.


 


e) Notice to
Holder.


 


i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant
Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Common Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Shares, (C) the
Company shall authorize the granting to all holders of the Common Shares rights or warrants to subscribe for or purchase any shares
of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection
with any reclassification of the Common Shares, any consolidation or merger to which the Company is a party, any sale or transfer of
all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Shares are converted into
other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or
winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address
as it shall appear upon the Warrant Register (as defined below) of the Company, at least 10 calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of
the Common Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or
(y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective
or close, and the date as of which it is expected that holders of the Common Shares of record shall be entitled to exchange their
Common Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer
or share exchange; 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. To the extent that any notice provided hereunder
constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall
simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to
exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such
notice except as may otherwise be expressly set forth herein.


 


Section 4. Transfer
of Warrant.


 


a) Transferability.
Subject to compliance with any applicable law, including the Securities Act and any applicable “blue sky law” (such compliance
to be demonstrated by an opinion of counsel acceptable to the Company, in form and substance satisfactory to the Company), this Warrant
and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender
of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant in
the form attached hereto as Exhibit “B” 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. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company
assigning this Warrant full. 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.


 






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b) New Warrants.
This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together
with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent
or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company
shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with
such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Issuance Date of this Warrant and shall be identical
with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


c) Warrant
Register. 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 registered Holder hereof from time to time. The Company may deem and treat the registered Holder
of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.


 


Section 5. Miscellaneous.


 


a) No Rights
as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder
of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.


 


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 Warrant 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 date of 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, 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 Shares a sufficient number
of shares to provide for the issuance of all of the Warrant Shares that may be issued 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 Warrant 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 Warrant Shares may be issued
as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the
Common Shares may be listed. The Company covenants that all Warrant 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 (or Cashless Exercise)
for such Warrant 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).


 


Except and to the
extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles
of incorporation 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 of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon exercise immediately prior to
such increase in par value, (ii) 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 (iii) use commercially reasonable efforts to obtain
all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be necessary to enable
the Company to perform its obligations under this Warrant.


 






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Before taking any
action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.


 


e) Jurisdiction.
This Warrant shall be governed by and construed in accordance with the laws of Nevada.


  


f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions
upon resale imposed by state and federal securities laws. By exercising this Warrant, the Holder consents to any restrictive legend the
Company may require to ensure compliance with state and federal securities laws, if applicable.


 


g) Notices.
All notices and other communications given or made pursuant to this Warrant shall be in writing and shall be deemed effectively given
upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or
facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s
next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid;
or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying
next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses
as set forth in the Warrant Register or another address specified by the Holder in writing given pursuant to this subparagraph (h), or,
if to the Company, attention Mr. Blair Mullin, CFO, 1001 Bannock Street, Suite 612, Denver, C) 80204. If notice is given to the Company,
a copy shall also be sent to J.P. Galda & Co., 143 Clover Hollow Road, Easton, PA, 18045.


 


h) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
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 Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the
Company.


 


i) 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.


 


j) Successors
and Assigns. Subject to 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 Warrant Shares.


 


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


 


l) 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.


 


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


 


 


********************


 


(Signature Page Follows)


 




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


 


	 	Cryomass Technologies Inc
	 	 	 
	 	By:  	 
	 	 	Name:	Philip B. Mullin
	 	 	Title:	Chief Financial Officer


 


 


 




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EXHIBIT A


 


NOTICE OF EXERCISE


        


To: Cryomass
Technologies inc 


 


(1) The undersigned
hereby elects to purchase ________ Warrant Shares pursuant to the terms of the attached Warrant (only if exercised in full), and [ ] (A)
tenders herewith payment of the Exercise Price in full or [ ] (B) elects to exercise this Warrant by means of a Cashless Exercise, in
either case, together with a cash payment of all applicable transfer taxes, if any.


 


(2) Payment shall
be in U.S..


 


(3) Please issue
said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


[SIGNATURE
OF HOLDER]


 


Name of Holder: ________________________________________________________________________


Signature of Holder: _________________________________________________


Name of Authorized Signatory of Holder (if applicable): ______________________________________


Title of Authorized Signatory of Holder (if applicable):
______________________________________________


Date: ________________________________________________________________________________________


 




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EXHIBIT B


 


ASSIGNMENT FORM


 


(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:	 	 	 
	 	 	 	(Please Print)
	 	 	 	 
	Address:	 	 	 
	 	 	 	(Please Print)
	 	 	 	 
	Dated: _______________ __, ______	 	 
	 	 	 	 
	Holder’s Signature:  	 	 	 
	 	 	 	 
	Holder’s Address:	 	 	 


 


 


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