Exhibit
4.1


 


THIS
WARRANT AND THE SHARES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


Dated:
May 31, 2020


 


WARRANT
TO PURCHASE


SHARES
OF CLASS A COMMON STOCK OF


NANO
MAGIC INC.


 


This
certifies that Magic Research LLC (the “Holder”), for value received, is entitled to purchase, at the Stock
Purchase Price (as defined below), from Nano Magic Inc., a Delaware corporation (the “Company”), up to 410,000
fully paid and nonassessable shares (the “Warrant Shares”) of Class A Common Stock, $0.0001 par value per share
(the “Class A Stock”) (subject to adjustment under Section 4).


 


This
Warrant will be exercisable at one time in its entirely from and after the date that an increase in the number of the Company’s
authorized shares of Class A common stock becomes effective (the “Initial Exercise Date”) up to and including
5:00 p.m. (Eastern Time) until May 31, 2024 (the “Expiration Time”), upon delivery to the Company of (i) the
Form of Exercise Notice attached as Appendix A duly completed and executed, (ii) payment of the aggregate Stock Purchase
Price for the number of shares for which this Warrant is being exercised. The “Stock Purchase Price” equals
$1.50 per share of the Warrant Shares (subject to adjustment under Section 4).


 


1.
Exercise; Delivery; Acknowledgement.


 


(a)
Exercise. This Warrant is exercisable at the option of the Holder, at one time in its entirety from or after the Initial
Exercise Date up to the Expiration Time for all or any part of the Warrant Shares. The Holder will be treated as the record owner
of Warrant Shares as of the close of business on the date on which (i) the completed, executed form of Exercise Notice is delivered,
and (ii) payment is made for the shares.


 


(b)
Delivery. Upon exercise of this Warrant, the Company will deliver the Warrant Shares by book entry, confirmed by the
Company’s transfer agent.


 


“Business
Day” means any day, other than a Saturday, Sunday and any day that is a legal holiday on which banking institutions
are authorized or required by law or other governmental action to close.


 


2.
Payment for Shares. The aggregate purchase price for Warrant Shares being purchased hereunder may be paid by (i) cash
or wire transfer of immediately available funds to a bank account specified by the Company, or (ii) certified or bank cashier’s
check.


 


3.
Shares to be Fully Paid. All Warrant Shares which may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable. The Company will take all action
as may be reasonably necessary to assure that the shares of Class A Stock may be issued as provided herein without violation of
any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system, if applicable,
upon which the Class A Stock may be listed.


 




    	 



     


    

 


4.
Adjustment of Stock Purchase Price and Number of Shares. The Stock Purchase Price and the number of shares purchasable
upon the exercise of this Warrant shall be subject to adjustment as described in this Section 4. Upon each adjustment of the Stock
Purchase Price, the Holder shall thereafter be entitled to purchase, at the Stock Purchase Price resulting from the adjustment,
the number of shares obtained by multiplying the Stock Purchase Price in effect immediately prior to the adjustment by the number
of shares purchasable pursuant hereto immediately prior to the adjustment, and dividing the product by the Stock Purchase Price
resulting from the adjustment.


 


(a)
Subdivisions, Combinations and Dividends. If the Company (x) pays a dividend or makes a distribution, in shares of
Class A Stock, on any all or substantially all shares of Class A Stock, (y) splits or subdivides its outstanding Class A Stock
into a greater number of shares, or (z) combines its outstanding Class A Stock into a smaller number of shares, then in each case
the Stock Purchase Price in effect immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive
the number of shares of Class A Stock that the Holder would have owned or would have been entitled to receive after the occurrence
of any of the events described above had this Warrant been exercised immediately prior to the event. An adjustment made under
this Section 4(a) shall become effective immediately after the close of business on the dividend or distribution date in the case
of a dividend or distribution and shall become effective immediately after the close of business on the effective date in the
case of a subdivision, split or combination, as the case may be. If as a result of an adjustment under this Section 4(a), the
Holder is entitled to receive any shares of the Company other than shares of Class A Stock, thereafter the number of other shares
receivable upon exercise of this Warrant shall be subject to adjustment on terms as nearly equivalent as practicable to the provisions
of this Section 4 with respect to the Class A Stock.


 


(b)
Reclassification. If any reclassification of the capital stock of the Company, by merger, consolidation, reorganization
or otherwise, is effected so that holders of Class A Stock are entitled to receive stock, securities, or other assets or property,
then, as a condition of the reclassification, lawful and adequate provisions shall be made whereby the Holder shall thereafter
have the right to purchase and receive (in lieu of the shares of Class A Stock purchasable and receivable upon the exercise of
this Warrant immediately prior to the reclassification) the 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 Class A Stock equal to the number of shares
of Class A Stock purchasable and receivable upon the exercise of this Warrant immediately prior to the reclassification. If the
Company is acquired in an all cash transaction, the Holder shall have the right to receive cash equal to the value of the Warrant
Shares issuable upon exercise of this Warrant immediately prior to the closing of the transaction reduced by the aggregate Stock
Purchase Price. In any reclassification described above, appropriate provision shall be made with respect to the rights and interests
of the Holder so that the provisions hereof (including, without limitation, provisions for adjustments of the Stock Purchase Price
and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall continue to apply in relation
to any shares of stock, or other securities or assets thereafter deliverable upon the exercise hereof.


 


(c)
Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of
Class A Stock for no consideration (w) evidences of its indebtedness, (x) any security (other than a distribution of Class A Stock
covered by the preceding paragraphs), (y) rights or warrants to subscribe for or purchase any security, or (z) any other asset,
including cash (in each case, “Distributed Property”), then, upon any exercise of this Warrant that occurs
after the record date for determination of stockholders entitled to receive the distribution, the Holder shall be entitled to
receive, in addition to the Warrant Shares, the Distributed Property that the Holder would have been entitled to receive if the
Holder been the record holder of the Warrant Shares immediately prior to the record date.


 


(d)
Notice of Adjustment. Upon any adjustment of the Stock Purchase Price or any increase or decrease in the number of
shares purchasable upon the exercise of this Warrant, the Company shall give notice to the Holder. The notice shall state the
Stock Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable
upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which the calculation
is based.


 




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(e)
Other Notices. If at any time: (1) the Company declares any cash dividend upon its shares of Class A Stock; (2) there
is any capital reorganization or reclassification of the capital stock of the Company; (3) the Company is acquired in an all cash
transaction; or (4) there is a voluntary or involuntary dissolution, liquidation or winding-up of the Company, then the Company
notice to the Holder (a) at least ten days prior to the date on which the books of the Company will close, or the record date
for the dividend, cash payment or for determining rights to vote in respect of any the reorganization or reclassification, and
(b) if a reorganization or reclassification, at least ten days prior to the date when the same shall take place.


 


5.
No Voting or Dividend Rights. Nothing contained in this Warrant shall be construed as conferring upon the Holder the
right to vote or to consent to receive notice as a stockholder of the Company or any other matters or any rights whatsoever as
a stockholder of the Company prior to the exercise of this Warrant. No dividends or interest shall be payable or accrued in respect
of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this
Warrant is exercised.


 


6.
Transfer. Subject to compliance with applicable federal and state securities laws, this Warrant and all rights hereunder
may only be transferred with the consent of the Company. The Company consents to a subdivision and transfer of this warrant into
26 warrants to purchase 15,000 shares, and two warrants for 25,000 shares respectively to the members of the initial Holder if
the person receiving the new warrant from the initial Holder is an accredited investor as defined by the rules of the SEC.


 


7.
Transfer Taxes. The issuance of any shares or other securities upon the exercise of this Warrant, and the delivery
of certificates or other instruments representing the shares or other securities, shall be made without charge to the Holder for
any transfer taxes. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer
of this Warrant or involved in the issuance and delivery of any certificate in a name other than that of the Holder and the Company
shall not be required to issue or deliver any certificate unless and until the person or persons requesting the issuance thereof
shall have paid to the Company the amount of the tax or shall have established to the satisfaction of the Company that the tax
has been paid.


 


8.
Lost or Mutilated Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction,
or mutilation of this Warrant and, in the case of any loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory
to the Company, or in the case of any mutilation upon surrender and cancellation of the Warrant, the Company, at its expense,
will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.


 


9.
Modification and Waiver. Any term of this Warrant may be amended by a writing signed by the Company and the Holder.
The observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively
or prospectively) only by a writing signed by the party against whom the waiver is to be enforced.


 


10.
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 of the Company and the successors and permitted assigns
of the Holder.


 


12.
Severability. Wherever possible, each provision of this Warrant shall be interpreted to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, the provision shall
be ineffective to the extent of the prohibition or invalidity, without invalidating the remainder of the provisions or the remaining
provisions of this Warrant.


 


13.
Notices. All notices, requests and other communications hereunder shall be in writing and shall be given and shall
be delivered personally or via a messenger service (notice given upon receipt), or mailed with confirming e-mail (notice deemed
given upon earlier of e-mail receipt or receipt of hard copy) to the party’s corporate address or other address on record
with the other parties.


 


14.
Governing Law. This Warrant is to be construed in accordance with and governed by the laws of the State of Delaware
without regard to its principles of conflicts of laws.


 


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


 


	 	NANO
    MAGIC INC.
	 	 
	 	 	/s/
    Tom J Berman
	 	By:	Tom
    J. Berman
	 	Its:	President
    & CEO


 




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	TO:
    	Nano
    Magic Inc.
	 	750
    Denison Court
	 	Bloomfield
    Hills, MI 48302
	 	Attn:
    Secretary
	 	via
    e-mail: j.rickert@nanomagic.com


 


The
undersigned hereby irrevocably elects to purchase shares of Class A common stock of Nano Magic Inc. under the terms of that Warrant
originally issued to _____________ on _________________, 2020 (the “Warrant”) and tenders payment under the
Warrant as follows:


 


Number
of shares being purchased: ___________


 


Payment
of $____________


 


Capitalized
terms not defined in this notice have the meanings set forth in the Warrant. This notice is being sent by facsimile to the number
and officer identified above and by e-mail to the address noted above.


 


If
this notice represents the full exercise of the outstanding balance of the Warrant, either the Holder has previously surrendered
the Warrant to the Company or will surrender the Warrant to the Company within ten trading days after delivery of the shares.


 


The
address of the Holder to be shown on the records of the Company is:


 


_______________________________________________________


 


The
Tax ID number of the Holder is: _______________________


E-mail
address for notices: _____________________________


Date
of notice _________________________


 


Name
of Holder: ____________________________


 


By:
___________________________


 




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