Exhibit 10.18


 


Warrant Certificate No.  ___


 


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:  June 22, 2015	Void After:  June 22, 2018


 


GROWBLOX SCIENCES, INC.


 


WARRANT TO PURCHASE COMMON STOCK


 


GROWBLOX SCIENCES,
INC., a Delaware corporation (the “Company”), for value received on June 22, 2015 (the “Effective Date”),
hereby issues to CRAIG ELLINS, an individual (“Ellins”) and/or his assignees, heirs, executors or successors-in-interest
(together with Ellins, the “Holder” or “Warrant Holder”) this Warrant (the “Warrant”)
to purchase, five million (5,000,000) 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 June 22, 2018
(the “Expiration Date”), all subject to the following terms and conditions. This Warrant has been issued in
connection with an amended and restated employment agreement dated the Effective Date between the Company and the Executive ( the
“Restated Employment Agreement”) and in connection with the Executive’s agreement to relinquish and forfeit
his right to receive as additional “compensation” up to 3,000,000 shares of Company Common in accordance with, and
subject to, the terms and conditions described in the amended employment agreement dated June 19, 2014 (the “Prior Agreement”)
which has been superseded in its entirety by the Restated Employment Agreement..


 


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 Las Vegas, Nevada, are authorized or required by law or executive order to close; (ii) “Common Stock”
means the common stock of the Company, par value $0.001 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 forty-five cents ($0.45) 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), in addition to the manner set forth in Section
1(b)(ii) below, 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)         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 or in the form of a Cashless Exercise to the extent
permitted in Section 1(b)(ii) below.


 


(ii)         In
addition to the provisions of Section 1(b)(i) above, the Holder may, in his or its sole discretion, exercise all or any part of
the Warrant in a “cashless” or “net-issue” exercise (a “Cashless Exercise”)
by delivering to the Company (1) the Notice of Exercise and (2) the original Warrant, pursuant to which the Holder shall surrender
the right to receive upon exercise of this Warrant, a number of Warrant Shares having a value (as determined below) equal to the
Aggregate Exercise Price, in which case, the number of Warrant Shares to be issued to the Holder upon such exercise shall be calculated
using the following formula:


 


	X     	=	Y * (A - B)	 
	 	 	A	 


 


with:


 


X =       the
number of Warrant Shares to be issued to the Holder


 


Y =       the
number of Warrant Shares with respect to which the Warrant is being exercised


 


A =       the
fair value per share of Common Stock on the date of exercise of this Warrant


 


B =       the
then-current Exercise Price of the Warrant


 




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Solely for the purposes
of this paragraph, “fair value” per share of Common Stock shall mean the average Closing Price (as defined below)
per share of Common Stock for the twenty (20) trading days immediately preceding the date on which the Notice of Exercise is deemed
to have been sent to the Company. “Closing Price” means, for any date, the price determined by the first of
the following clauses that applies: (a) if the Common Stock is then listed or quoted on the New York Stock Exchange, the American
Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market or any other national securities
exchange, the closing price per share of the Common Stock for such date (or the nearest preceding date) on the primary eligible
market or exchange on which the Common Stock is then listed or quoted; (b) if prices for the Common Stock are then quoted on the
OTC Bulletin Board or any tier of OTC Markets Group, Inc., the closing bid price per share of the Common Stock for such date (or
the nearest preceding date) so quoted; or (c) if prices for the Common Stock are then reported in the “Pink Sheets”
published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent closing bid price per share of the Common Stock so reported. If the Common Stock is not publicly traded
as set forth above, the “fair value” per share of Common Stock shall be reasonably and in good faith determined
by the Board of Directors of the Company as of the date which the Notice of Exercise is deemed to have been sent to the Company.


 


For purposes of Rule
144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for such shares shall be deemed
to have commenced, on the date this Warrant was originally issued.


 


(iii)        Upon
the exercise of this Warrant in compliance with the provisions of this Section 1(b), and except as limited pursuant to the last
paragraph of Section 1(b)(ii), the Company shall promptly issue and cause to be delivered to the Holder a certificate for the Warrant
Shares purchased by the Holder. Each exercise of this Warrant shall be effective immediately prior to the close of business on
the date (the “Date of Exercise”) that the conditions set forth in Section 1(b) have been satisfied, as the
case may be. On or before the third Business Day following the date on which the Company has received each of the Notice of Exercise
and the Aggregate Exercise Price (or notice of a Cashless Exercise in accordance with Section 1(b)(ii)) (the “Exercise
Delivery Documents”), the Company shall transmit an acknowledgment of receipt of the Exercise Delivery Documents to the
Company’s transfer agent (the “Transfer Agent”). On or before the fifth Business Day following the date
on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company
shall (X) provided that the Warrant Shares have been registered or that the Warrant Shares are eligible for sale under Rule 144
without restriction and that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast
Automated Securities Transfer Program, upon the request of the Holder and to the extent applicable, Holder’s supplying the
Company with required Rule 144 documentation, credit such aggregate number of shares of Common Stock to which the Holder is entitled
pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal
Agent Commission system, or (Y) if the Warrant Shares have not been registered and are not eligible for sale under Rule 144 without
restriction or if Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch
by overnight courier to the address as specified in the Notice of Exercise, a certificate, registered in the Company’s share
register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant
to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have
become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date
of delivery of the certificates evidencing such Warrant Shares.


 






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(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 16.


 


		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 shall 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.


 


(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.


 






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(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 therefor:


 


(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


 


(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).


 






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(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 and registration
rights) 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.


 


(iv)        Adjustment
of Exercise Price upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time prior to the
Expiration Date issue Additional Shares of Common Stock, as defined below, without consideration or for a consideration per share
less than the Exercise Price in effect immediately prior to such issue, then the Exercise Price shall be reduced, concurrently
with such issue, to a price (calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction, (A) the
numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue plus (2) the number
of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional
Shares of Common Stock so issued would purchase at such Exercise Price; and (B) the denominator of which shall be the number of
shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common Stock so
issued; provided that, (i) for the purpose of this Section 3(a)(iv), all shares of Common Stock issuable upon conversion
or exchange of convertible securities outstanding immediately prior to such issue shall be deemed to be outstanding, and (ii) the
number of shares of Common Stock deemed issuable upon conversion or exchange of such outstanding convertible securities shall be
determined without giving effect to any adjustments to the conversion or exchange price or conversion or exchange rate of such
convertible securities resulting from the issuance of Additional Shares of Common Stock that is the subject of this calculation.
For purposes of this Warrant, “Additional Shares of Common Stock” shall mean all shares of Common Stock issued
by the Company after the Effective Date (including without limitation any shares of Common Stock issuable upon conversion or exchange
of any convertible securities or upon exercise of any option or warrant, on an as-converted basis), other than: (i) shares
of Common Stock issued or issuable upon conversion or exchange of any convertible securities or exercise of any options outstanding
on the Effective Date; (ii) shares of Common Stock issued or issuable upon exercise of the Warrants; (iii) shares of Common
Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is
covered by Sections 3(a)(i) through 3(a)(iii) above; (iv) shares of Common Stock issued in a registered public offering under the
Securities Act; (v) shares of Common Stock issued or issuable pursuant to the acquisition of another entity or business by the
Company by merger, purchase of substantially all of the assets or other reorganization or pursuant to a joint venture agreement,
but not including a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an
entity whose primary business is investing in securities; or (vi) securities issued to financial institutions, institutional investors
or lessors in connection with credit arrangements, equipment financings, lease arrangements or similar transactions, in each case
approved by a majority of disinterested directors of the Company. The provisions of this Section 3(b) shall not operate
to increase the Exercise Price.


 






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Upon each adjustment
of the Exercise Price pursuant to the provisions of this Section 3(a)(iv), the number of Warrant Shares issuable upon exercise
of this Warrant shall be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment
by the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product
so obtained by the adjusted Exercise Price.


 


(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.


 


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.


 






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(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.


 


(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), and additionally, to each of the members of the Holder and each of the members
and/or equityholders of the members of the Holder, 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.


 






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		8.	NO STOCK RIGHTS AND LEGEND



 


Until this Warrant
is exercised, 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).


 


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.	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), if to the Company or the Holder at the addresses set forth in the Restated Employment
(or to such other address, facsimile number, or e-mail address as the Holder or the Company as a party may designate by notice
the other party) with a copy to CKR Law LLP, 1330 Avenue of the Americas, 35th Floor, New York, New York 10019, Attention: Stephen
A. Weiss, Esq.


 


		10.	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.


 






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		11.	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.


 


		12.	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.


 


		13.	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.


 


		14.	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 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 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.


 


		15.	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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		16.	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.


 


		17.	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.


 


[signature
page follows]


 




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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.


 


	 	GROWBLOX SCIENCES, INC.
	 	 	 
	 	By:	 
	 	Name:  Cathryn Kennedy
	 	Title:  Chief Financial 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 __________:


 


The undersigned hereby irrevocably elects
to exercise this Warrant and to purchase thereunder, ___________________ shares of common stock issuable upon exercise of the Warrant
and delivery of:


 


(1)         $_________
(in cash as provided for in the foregoing Warrant) and any applicable taxes payable by the undersigned pursuant to such Warrant;
and


 


(2)         __________
shares of Common Stock (pursuant to a Cashless Exercise in accordance with Section 1(b)(ii) of the Warrant) (check here if the
undersigned desires to deliver an unspecified number of shares equal to the number sufficient to effect a Cashless Exercise [___]).


 


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:	 




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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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