Exhibit 10.3


 


THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 22nd day
of June, 2015 by and between Growblox Science, Inc., a Delaware corporation (hereinafter), called the "Company”)
and Craig Ellins (hereinafter called the “Executive”).


 


A.        The
Company and the Executive entered into an employment agreement dated June 19, 2014 as amended on June 19, 2014 (collectively,
the “Prior Agreements”).


 


B.         The
Board of Directors of the Company (the "Board") and the Executive desire to amend and restate in their entirety
the Prior Agreements and to assure the Company of the Executive's continued employment in an executive capacity and to compensate
him therefore.


 


C.         The
Board has determined that this Agreement will reinforce and encourage the Executive's continued attention and dedication to the
Company.


 


D.        The
Executive is willing to make his services available to the Company on the terms and conditions hereinafter set forth.


 


NOW, THEREFORE, in consideration
of the premises and mutual covenants set forth herein, the parties agree as follows:


 


Agreement


 


		1.	Employment.



 


1.1          Employment and
Term. The Corporation hereby agrees to employ the Executive as its Chief Executive Officer, in such capacity, agrees to provide
services to the Corporation for the period which began on March 17, 2014 and shall end on June 22, 2017 (the “Termination
Date ") (or such later date as may be agreed to by the parties within 120 days prior to the Termination Date) (the
"Employment Period ").


 


1.2          Duties of Executive.
The Executive shall serve as the Chief Executive Officer of the Company and, unless otherwise specified by the Board each of the
Company’s subsidiaries. Subject to the preceding sentence, during the Employment Period, the Executive shall diligently
perform all services as may be reasonably assigned to him by the Board, and shall exercise such power and authority as may from
time to time be delegated to him by the Board. The Executive shall be required to report solely to, and shall be subject solely
to the supervision and direction of the Board at duly called meetings thereof, and no other person or group shall be given authority
to supervise or direct Executive in the performance of his duties. In addition, the Executive shall regularly consult with the
Board with respect to the Company's business and affairs. The Executive shall devote such portion of his working time and attention
as he deems appropriate to the business and affairs of the Company (excluding any vacation and sick leave to which the Executive
is entitled), render such services to the best of his ability, and use his reasonable best efforts to promote the interests of
the Company. It shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards
or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage personal
investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities
as an employee of the Company in accordance with this Agreement.






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1.3         Place of Performance.
In connection with his employment by the Company, the Executive shall be based at the Company's principal executive offices in
Las Vegas, Nevada except for travel reasonably necessary in connection with the Company's business.


 


		2.	Compensation.



 


2.1         Base Salary.
Commencing on the effective date of this Agreement, the Executive shall receive a base salary at the annual rate of not less than
$147,000 for the period ending June 22, 2015, $180,000 for the twelve month period ending June 22, 2016, and $240,000 for twelve
month period ending June 22, 2017, payable in installments consistent with the Company's normal payroll schedule, subject to applicable
withholding and other taxes. Each of the three periods ending June 22, 2015, June 22, 2016 and June 22, 2017 is referred to herein
as an “Anniversary Year.”


 


2.2         Bonuses.
The Executive shall be entitled to receive such bonuses as may from time to time be granted to the Executive by the Board (the
Executive abstaining from any such vote) in the exercise of the Board’s sole discretion.


 


2.3         Warrant.




 


(a)          The Executive hereby
waives and relinquishes all rights to the grant of s 3,000,000 shares of the common stock of the Company that was awarded under
the Prior Agreements to the Executive over three years as additional compensation (the “Stock Grant”).


 


(b)          In
lieu of the Stock Grant the Company hereby issues to the Executive a three year warrant (the “Warrant”) to purchase
5,000,000 shares of the common stock of the Company at an exercise price of $0.45 per share (100% of the closing price of the Company’s
common stock currently traded on the OTC Markets as of the Effective Date of this Agreement); which Warrant shall be in the form
of Exhibit A annexed hereto and made a part hereof. Such Warrant and the shares of common stock issuable upon exercise of
such Warrant are restricted securities within the meaning of the Securities Act of 1933, as amended.


 


(c)          The
Company shall include the shares of Company common stock issuable upon exercise of the Warrant for registration under the Securities
Act of 1933, as amended, pursuant to a Form S-1 (or post-effective amendment to an existing Form S-1) registration statement to
be filed as soon as practicable with the Securities and Exchange Commission.


 






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2.4.         Expense
Reimbursement and Other Benefits.


 


(a)          Expense
Reimbursement. During the term of Executive's employment hereunder, the Company, upon the submission of reasonable supporting
documentation by the Executive, shall reimburse the Executive for all reasonable expenses actually paid or incurred by the Executive
in the course of and pursuant to the business of the Company, including expenses for travel and entertainment.


 


(b)          Vacation.
During the Initial Term, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies,
programs and practices of the Company and its subsidiaries as in effect at any time hereafter with respect to other key executives
of the Company and its subsidiaries; provided, however, that in no event shall Executive be entitled to fewer than four
weeks paid vacation per year.


 


(c)          Benefit
Plans The Executive shall participate in all employee benefit plans and fringe benefits provided by the Company. The Company
reserves the right to amend, modify or terminate any of these plans and benefits. The Executive will be entitled to whatever benefits
may be provided to you in accordance with the terms of these plans and benefits, as amended from time to time.


 


		3.	Termination.



 


3.1          Termination
for Cause. Notwithstanding anything contained to the contrary in this Agreement, this Agreement may be terminated by the Company
for Cause. As used in this Agreement, Cause" shall only mean (i) an act or acts of personal dishonesty taken by the Executive
and intended to result in substantial personal enrichment of the Executive at the expense of the Company, (ii) subject to the following
sentences, repeated violation by the Executive of the Executive's material obligations under this Agreement which are demonstrably
willful and deliberate on the Executive's part and which are not remedied in a reasonable period of time after receipt of written
notice from the Company, or (iii) the conviction of the Executive for any criminal act which is a felony. For purposes of the preceding
sentence, criminal act shall not include any act that violates U.S. Federal law that is related in any way to cannabis. Upon any
determination by the Company's Board of Directors that Cause exists under clause (ii) of the preceding sentence, the Company shall
cause a special meeting of the Board to be called and held at a time mutually convenient to the Board and Executive, but in no
event later than ten (10) business days after Executive's receipt of the notice contemplated by clause (ii). Executive shall have
the right to appear before such special meeting of the Board with legal counsel of his choosing to refute any determination of
Cause specified in such notice, and any termination of Executive's employment by reason of such Cause determination shall not be
effective until Executive is afforded such opportunity to appear. Any termination for Cause pursuant to clause (i) or (iii) of
the first sentence of this Section 3.1 shall be made in writing to Executive, which notice shall set forth in detail all acts or
omissions upon which the Company is relying for such termination.


 


Upon any termination
pursuant to this Section 3.1, the Executive shall be entitled to be paid his Base Salary to the date of termination and the Company
shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the
date of termination).


 






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3.2          Disability.
Notwithstanding anything contained in this Agreement to the contrary, the Company, by written notice to the Executive, shall at
all times have the right to terminate this Agreement, and the Executive's employment hereunder, if the Executive shall, as the
result of mental or physical incapacity, illness or disability, fail to perform his duties and responsibilities provided for herein
for a period of more than ninety (90) consecutive days in any 12-month period. Upon any termination pursuant to this Section 4.2,
the Executive shall be entitled to be paid his Base Salary to the date of termination and the Company shall have no further liability
hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination).


 


3.3          Death. In
the event of the death of the Executive during the term of his employment hereunder, the Company shall pay to the estate of the
deceased Executive an amount equal to the sum of (x) any unpaid amounts of his Base Salary to the date of his death, plus (y) six
months of Base Salary, and the Company shall have no further liability hereunder (other than for reimbursement for reasonable business
expenses incurred prior to the date of the Executive's death).


 


3.4          Termination
Without Cause. At any time the Company shall have the right to terminate Executive's employment hereunder by written notice
to Executive; provided, however, that the Company shall (i) pay to Executive any unpaid Base Salary accrued through the effective
date of termination specified in such notice, and (ii) pay to the Executive in a lump sum, in cash within 30 days after the date
of employment termination, an amount equal to the product of (x) the sum of the Executive's then Base Salary for the applicable
Anniversary Year plus the amount of the highest annual bonus or other incentive compensation payment theretofore made by the Company
to the Executive, multiplied times (y) one. The Company shall be deemed to have terminated the Executive's employment pursuant
to this Section 3.4 if such employment is terminated (i) by the Company without Cause, or (ii) by the Executive voluntarily for
"Good Reason." For purposes of this Agreement, "Good Reason" means:


 


(a)          the
assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices,
titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 1.2 of this Agreement, or
any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding
for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Executive;


 


(b)          any
failure by the Company to comply with any of the provisions of this Agreement (including, without limitation, the provisions of
Section 2 or Section 3 hereof), other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which
is remedied by the Company promptly after receipt of notice thereof given by the Executive;


 






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(c)          any
purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; 


 


(d)          any
termination by the Executive within ninety (90) days following a “Change of Control” (hereinafter defined); 


 


For purposes of this Section 3.4, any good faith determination
of "Good Reason" made by the Executive shall be conclusive.


 


3.5         Change
of Control.


 


(a)          For
purposes of this Agreement, a "Change in Control" shall mean and include:


 


(i)          The
acquisition (other than by or from the Company) at any time following the date hereof, by any person, entity or group", within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the Exchange Act"), of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50%or more of either the then outstanding shares of common
stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election
of directors; or


 


(ii)        All or any of
the individuals who, as of the date hereof, constitute the Board (as of the date hereof the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date
hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption
of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company,
as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Agreement,
considered as though such person were a member of the Incumbent Board; or


 


(iii)        Approval
by the stockholders of the Company of (A) a reorganization, merger or consolidation with respect to which persons who were the
shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own
more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities, (B) a liquidation or dissolution of the Company, or (C) the sale of
all or substantially all of the assets of the Company, unless the approved reorganization, merger, consolidation, liquidation,
dissolution or sale is subsequently abandoned.


 


(iv)        The
approval by the Board of the sale, distribution and/or other transfer or action (and/or series of sales, distributions and/or other
transfers or actions from time to time or over a period of time), that results in the Company's ownership of less than 50% of the
Company's current assets.


 






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(b)          In
the event of a Change of Control and if the Executive shall elect to terminate his employment for Good Reason within ninety (90)
days following such change of Control, the Company or its successor in interest shall pay to the executive in a lump sum, in cash
within 30 days after the date of employment termination, an amount equal to one dollar less than the product of (x) the sum of
the Executive's then Base Salary for the applicable Anniversary Year plus the amount of the highest annual bonus or other incentive
compensation payment theretofore made by the Company to the Executive, multiplied times (y) three (the “Change
of Control Payment”).


 


3.6          No
Forfeiture of Warrant. Notwithstanding anything to the contrary, express or implied, contained in this Agreement, the
Company acknowledges that the Executive has heretofore paid valid consideration for the Warrant and notwithstanding any
termination of this Agreement pursuant to this Section 3, whether by the Company or by the Executive, the Executive may
thereafter exercise such Warrant prior to the expiration of its three (3) year term and purchase shares of common stock of
the Company in accordance with the procedures, terms and conditions of such Warrant.


 


		4.	Restrictive Covenants.



 


4.1          Nondisclosure.
During his employment and for twelve (12) months thereafter, Executive shall not divulge, communicate, use to the detriment of
the Company or for the benefit of any other person or persons, or misuse in any way, any Confidential Information (as hereinafter
defined) pertaining to the business of the Company. Any Confidential Information or data now or hereafter acquired by the Executive
with respect to the business of the Company shall be deemed a valuable, special and unique asset of the Company that is received
by the Executive in confidence and as a fiduciary, and Executive shall remain a fiduciary to the Company with respect to all of
such information.


 


For purposes of this
Agreement, "Confidential Information" means all material information about the Company's business disclosed to
the Executive or known by the Executive as a consequence of or through his employment by the Company (including information conceived,
originated, discovered or developed by the Executive) after the date hereof, and not generally known.


 


4.2          Nonsolicitation
of Employees. While employed by the Company and for a period of six (6) months thereafter, Executive shall not directly or
indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity, attempt to employ
or enter into any contractual arrangement with any employee or former employee of the Company, unless such employee or former employee
has not been employed by the Company for a period in excess of six months.


 


4.3          Assignment of
Intellectual Property. During his employment and for twelve (12) months thereafter, Executive shall assign to the Company all
patent applications, trade secrets, inventions, data, discoveries knowhow, research and development and other intellectual property
relating to the business of the Company and its subsidiaries that the Executive shall create, acquire or discover, whether alone
or in conjunction with others.


 






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4.4          Injunction.
It is recognized and hereby acknowledged by the parties hereto that a breach by the Executive of any of the covenants contained
in Section 4.1, 4.2 or 4.3 of this Agreement will cause irreparable harm and damage to the Company, the monetary amount of which
may be virtually impossible to ascertain. As a result, the Executive recognizes and hereby acknowledges that the Company shall
be entitled to an injunction from any court of competent jurisdiction enjoining and restraining any violation of any or all of
the covenants contained in this Section 4 by the Executive or any of his affiliates, associates, partners or agents, either directly
or indirectly, and that such right to injunction shall be cumulative and in addition to whatever other remedies the Company may
possess.


 


		5.	Other Matters.



 


5.1          Election
of Executive as Director. Contemporaneously herewith, the Board is appointing Executive to fill the position of Chairman of
the Board. For so long as the Executive continues to serve as the Company's Chief Executive Officer, the Company shall cause the
nomination of the Executive as Chairman of the Board of the Company at each stockholder meeting at which election of directors
is considered and otherwise use its best efforts to cause the election of the Executive as Chairman of the Board of the Company.


 


5.1          Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.


 


5.2.          Notices:
Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when
delivered by hand or when deposited in the United States mail, by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:


 


If to the Company:                Growblox
Sciences, Inc..


6450 Cameron Street, Suite
110


Las Vegas, Nevada 89118


Phone: (844) 866-721-0297


Fax: (702) 441-0324


 


If to the Executive:               Craig Ellins


6500 Bullring Lane


Las Vegas, NV 89130


 


or to such
other addresses as either party hereto may from time to time give notice of to the other in the aforesaid manner.


 


 5.3.         Successors.




 


(a)          This
Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable
by the Executive's legal representatives.


 






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(b)          This
Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.


 


(c)          The
Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement,
the term “Company” shall mean and include the Company as hereinbefore defined and any successor to its business and/or
assets which assumes and agrees to perform this Agreement by operation of law or otherwise.


 


5.4.       Severability.
The invalidity of any one or more of the words, phrases1 sentences, clauses or sections contained in this Agreement shall not affect
the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on
their being valid in law, and in the event that any one or more of the words, phrases, sentences, clauses or sections contained
in this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word or words, phrase or phrases,
sentence or sentences, clause or clauses, or section or sections had not been inserted. If such invalidity is caused by length
of time or size of area, or both, the otherwise invalid provision will be considered to be reduced to a period or area which would
cure such invalidity.


 


5.5.       Waivers.
The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate nor be
construed as a waiver of any subsequent breach or violation.


 


5.6        Damages.
Nothing contained herein shall be construed to prevent the Company or the Executive from seeking and recovering from the other
damages sustained by either or both of them as a result of its or his breach of any term or provision of this Agreement.


 


5.7        No
Third Party Beneficiary. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon
or give any person (other than the parties hereto and, in the case of Executive, his heirs, personal representative(s) and/or legal
representative) any rights or remedies under or by reason of this Agreement.


 


5.8        Full
Settlement. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company
may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement. The Company
agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result
of any contest (regardless of the outcome thereof) by the Company or others of the validity or enforceability of or liability under,
any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive
about the amount of any payment pursuant to this Agreement), plus in each case interest at the applicable Federal rate provided
for in Section 7872(f)(2) of the Code.


 






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5.9.       Certain Reduction of Payments by the Company.


 


(a)          Anything
in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the
Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of
this Agreement or otherwise (a "Payment"), would be nondeductible by the Company for Federal income tax purposes
because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit
of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred
to as "Agreement Payments") shall be reduced to the Reduced Amount. The “Reduced Amount" shall
be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment
to be nondeductible by the Company because of Section 280G of the Code. Anything to the contrary notwithstanding, if the Reduced
Amount is zero and it is determined further that any Payment which is not an Agreement Payment would nevertheless be nondeductible
by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of Payments
which are not Agreement Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes
the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G
of the Code. For purposes of this Section 5.9, present value shall be determined in accordance with Section 280G(d)(4) of the Code.
Any amount which is not paid in the taxable year in which it was originally scheduled to be paid as a result of the postponement
thereof pursuant hereto shall be payable in the next succeeding taxable year in which such payment will not result in the disallowance
of a deduction pursuant to either Section 162(m) or 280G of the Code; provided, however, that all postponed payments shall be placed
in a Rabbi trust or similar vehicle for the benefit of the Executive in such a way that the amounts so transferred are not taxable
to such person or deductible by the Company until payment from such vehicle to the Executive is made. In the event a payment has
been made to the Executive, but then disallowed as a deduction by the Internal Revenue Service and return of the payment is required
into the trust, said payment to the Executive shall be treated as a loan and said payment to the trust shall be treated as repayment
of said loan. The Company shall not pledge, hypothecate or otherwise encumber any amounts held in the trust or other similar vehicle
for the benefit of the Executive hereunder.


 






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(b)          All
determinations required to be made under this Section 16 shall be made by a firm of independent public accountants selected by
the Executive and approved by the Company, which approval shall not be unreasonably withheld or delayed (the "Accounting
Firm"), which shall provide (ii) detailed supporting calculations both to the Company and the Executive within twenty
(20) business days of the termination of Executive's employment or such earlier time as is requested by the Company, and (iii)
an opinion to the Executive that he has substantial authority not to report any excise tax on his Federal income tax return with
respect to any Payments. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. The
Executive shall determine which and how much of the Payments shall be eliminated or reduced consistent with the requirements of
this Section 5.9, provided that, if the Executive does not make such determination within ten business days of the receipt of the
calculations made by the Accounting Firm, the Company shall elect which and how much of the Payments shall be eliminated or reduced
consistent with the requirements of this Section 5.9 and shall notify the Executive promptly of such election. Within five business
days thereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to
the Executive under this Agreement. All fees and expenses of the Accounting Firm incurred in connection with the determinations
contemplated by this Section 5.9 shall be borne by the Company.


 


(c)          As
a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting
Firm hereunder, it is possible that Payments will have been made by the Company which should not have been made ("Overpayment")
or that additional Payments which will not have been made by the Company could have been made ("Underpayment"),
in each case, consistent with the calculations required to be made hereunder. In the event that the Accounting Firm, based upon
the assertion of a deficiency by the Internal Revenue Service against the Executive which the Accounting Firm believes has a high
probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to
or for the benefit of the Executive shall be treated for all purposes as a loan ab initio to the Executive which the Executive
shall repay to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code;
provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by the Employee to the Company
if and to the extent such deemed loan and payment would not either reduce the amount on which the Executive is subject to tax under
Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling
precedent or other substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly
paid by the Company to or for the benefit of the Executive together with interest at the applicable federal rate provided for in
Section 7872(f)(2) of the Code.


 


5.10.       Conflicts
With Certain Existing Arrangements. The Company agrees that (a) it shall not hereafter acquire a "Conflicting Organization"
or otherwise expand its present business activities such that Executive could reasonably be expected to be deemed in breach or
violation of such non-competition covenants, and (b) it shall indemnify and hold harmless the Executive from any and all damages
that Executive may hereafter suffer or incur by reason of any such Company acquisition or expansion of business after the date
hereof.


 






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5.11         Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement.


 


5.12         Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.


 


5.13         Entire
Agreement. This Agreement supersedes, amends and restates in their entirety, all of the Prior Agreements, constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings
of the parties, oral and written, with respect to the subject matter hereof.


 


5.14         Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Company and the controlling persons,
directors and officers of the Company, and its respective successors, legal representatives, heirs and assigns, and no other person
shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement
or any provisions herein contained.


 


5.15         Governing
Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with
the laws of the State of Delaware, without giving effect to conflict of laws principles thereof. The Company hereby agrees that
any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced
in the Supreme Court of the State of Nevada, Clark County, and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 5.2 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The
Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of
its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the
preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders
and affiliates) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any
and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.


 


5.16         Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission
shall constitute valid and sufficient delivery thereof.


 






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5,17        Waiver,
etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed
or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof
or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance
or non-fulfillment.


 


Signature pages follows


************************.


 




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IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first above written.


 


	 	COMPANY:
	 	 
	 	GROWBLOX SCIENCES, INC.
	 	 	 
	 	 	 
	 	By:	 
	 	Name:  Cathryn Kennedy
	 	Title:    Chief Financial Officer
	 	 	 
	 	EXECUTIVE:
	 	 	 
	 	 	 
	 	CRAIG ELLINS


 








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