Exhibit 4.1


 


THIS COMMON STOCK PURCHASE WARRANT
AND THE SHARES ISSUABLE UPON EXERCISE OF THIS COMMON STOCK PURCHASE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.


 


COMMON STOCK
PURCHASE WARRANT


D-1


 


VOID AFTER 5:00 P.M., EASTERN TIME ON
November 10, 2022


 


For the Purchase of Fifteen Percent (15%)
of the 

Issued and Outstanding Shares of Common Stock, $0.001 Value 

of 

MyDx, Inc. 

a Nevada corporation


 


THIS CERTIFIES
THAT, for value received, Mr. Cannabis, Inc., a California corporation (the “Holder”), as registered owner of this
Common Stock Purchase Warrant (“Warrant”), is, subject to the Exercise Restrictions (as defined below), entitled to,
at any time at or before the Expiration Date (as defined below), but not thereafter, to subscribe for, purchase and receive fifteen
percent (15%) of the common shares issued and outstanding at the time of the first notice of exercise given by the Holder, of the
fully paid and non assessable shares of common stock (the “Common Stock”), of MyDx, Inc., a Nevada corporation (the
“Company”), at $.001 per share (the “Exercise Price”), upon presentation and surrender of this Warrant
and upon payment by cashier’s check, wire transfer or credit of the Exercise Price for such Common Stock to the Company at
the principal office of the Company; provided, however, that upon the occurrence of any of the events specified in the Statement
of Rights of Warrant Holder, a copy of which is attached as Annex 1 hereto, and by this reference made a part hereof, the rights
granted by this Warrant shall be adjusted as therein specified.


 


Upon exercise
of this Warrant, the form of election must be duly executed and the instructions for registration of the Shares acquired by such
exercise must be completed.


 


The term
Expiration Date (the “Expiration Date”) means the earliest of (i) the third anniversary of the date hereof, (ii) immediately
prior to the sale of all of substantially all of the Company’s assets, or (iii) immediately prior to a merger or consolidation
in which securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities are
transferred to a person or persons different from the persons holding those securities immediately prior to such transaction; provided,
that the Company shall give notice to the Holder at least 30 days prior to the events set forth in clauses (i), (ii) and (iii)
above.


 


If the subscription
rights represented hereby are not exercised at or before the Expiration Date, this Warrant shall become void, and all rights represented
hereby shall cease and expire.


 




     


     


    

 


This Warrant
may be exercised in accordance with its terms in whole or in part. In the event of the exercise or assignment hereof in part
only, the Company shall cause to be delivered to the Holder a new Warrant of like tenor to this Warrant in the name of the
Holder, evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this
Warrant has not been exercised or assigned.


 


In no event
shall this Warrant (or the Shares issuable, upon full or partial exercise hereof) be offered or sold except in conformity with
the Securities Act of 1933; as amended.


 


COMMON STOCK PURCHASE WARRANT
A-1


SIGNATURE PAGE


 


IN WITNESS
WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer this November 10, 2018.


 


	 	MyDx, Inc.
	 	 	 
	 	By:	/s/ Matt Bucciero
	 	 	Matt Bucciero
	 	 	Chief Executive Officer



 



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NOTICE OF EXERCISE


 


TO:MYDX, INC.


 


(1)The
undersigned hereby elects to purchase ___________ Warrant Shares of the Company pursuant to the terms of the attached
Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable
transfer taxes, if any.


 


(2) Payment
shall take the form of (check applicable box):


 


1. ☐ in lawful money of the United States; or


 


2. ☐
 the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 3.4, to
exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in Section 3.4.


 


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


 


__________________________________


 


The Warrant Shares shall be delivered
to the following DWAC Account Number:


 


__________________________________


 


__________________________________


 


__________________________________


 


(4) Accredited Investor.
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities
Act of 1933, as amended.


 


[SIGNATURE OF HOLDER]


 


Name:______________________________________


 


Date:_______________________________________


 


NOTICE:The signature to
exercise must correspond with the name upon the face of the Warrant in every particular without alteration or enlargement or
any change whatsoever.


 




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Form to be used to transfer Warrants: 


 


TO:MyDx, Inc.


 


DATE: ________________________


 


FOR VALUE
RECEIVED, ______________________________hereby irrevocably sells, assigns and transfers
unto____________________________the attached Warrant, together with all right, title and interest therein, and does
hereby irrevocably constitute and appoint the Manager or the Secretary of the Company attorney, to transfer said Warrant
Certificate on the books of the company with the full power of substitution in the premises.


 


Name of Holder:   ____________________________________


 


Signature:              ____________________________________


 


 


____________________________________


(Address)


 


Form to be used for partial assignment of Warrants:



 


FOR VALUE RECEIVED,
____________________________ hereby sells, assigns and transfers unto ________________the right to
purchase__________shares of Warrant Shares evidenced by the within Warrant together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint the Secretary of the Company attorney, to transfer said Warrant
Certificate on the books of the company with the full power of substitution in the premises.


 


Name of Holder:   ___________________________________


(Please Print)


 


Signature:             ___________________________________


 


___________________________________


(Address)


 




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ANNEX 1 TO MyDx, INC.


COMMON STOCK PURCHASE WARRANT D-1


 


STATEMENT OF RIGHTS OF WARRANT HOLDER


 


1. Exercise
of Warrant. Subject to the exercise restrictions set forth in Section 3.3 below, this Warrant may be exercised in whole or
in part at any time at or before the Expiration Date (as defined in the Warrant), by presentation and surrender hereof to the Company,
with the Exercise Form annexed hereto duly executed and accompanied by payment to the Company of an amount of consideration therefor
equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Shares with respect
to which this Warrant is then being exercised, payable at such Holder's election by wire transfer to an account designated by the
Company, by cashless exercise in accordance with the provisions of Section 3.4, but only when a registration statement under the
Securities Act providing for the resale of the Warrant Shares is not then in effect, or by a combination of the foregoing methods
of payment selected by the Holder of this Warrant. If this Warrant should be exercised in part only, the Company shall, upon surrender
of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance
of the shares purchasable hereunder. Upon receipt by the Company of this Warrant and the Exercise Price at the office or agency
of the Company, in proper form for exercise, the Holder shall be deemed to be the holder of record of the common stock issuable
upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing
such common stock shall not then be actually delivered to the Holder.


 


2. Rights
of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a member in the Company, either at law
or equity, and the rights of the Holder are limited to those expressed in the Warrant and are not enforceable against the Company
except to the extent set forth herein.


 


3. Adjustment
in Number of Shares and Certain Exercise Restrictions.


 


3.1 Adjustment for
Reclassifications. In case at any time or from time to time after November 10, 2018 (“Issue Date”) the
holders of the Common Stock of the Company (or any shares or other securities at the time receivable upon the exercise of
this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible members, shall
have become entitled to receive, without payment therefore, other or additional shares or other securities or property (other
than cash) by way of share-split, spinoff, reclassification, combination of shares or similar corporate rearrangement
(exclusive of any dividend of its or any subsidiary’s shares), then and in each such case, the Holder of this Warrant,
upon the exercise hereof as provided in Section 1, shall be entitled to receive the amount of securities and property which
such Holder would hold on the date of such exercise if on the Issue Date he had been the holder of record of the number of
common stock shares of the Company called for on the face of this Warrant and had thereafter, during the period from the
Issue Date, to and including the date of such exercise, retained such shares and/or all other or additional securities and
property receivable by him as aforesaid during such period, giving effect to all adjustments called for during such
period.


 




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3.2 Adjustment for
Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or any other company the securities
of which are at the time receivable on the exercise of this Warrant) after the Issue Date, or in case, after such date, the
Company (or any such other company) shall consolidate with or merge into another company or convey all, or substantially all,
of its assets to another company, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided
in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be
entitled to receive, in lieu of the securities and property receivable upon the exercise of this Warrant prior to such
consummation, the securities or property to which such Holder would be entitled had the Holder exercised this Warrant
immediately prior thereto, all subject to further adjustment as provided herein; in each such case, the terms of this Warrant
shall be applicable to the shares or other securities or property receivable upon the exercise of this Warrant after such
consummation.


 


3.3 Exercise
Restrictions. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant
exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when
aggregated with all other shares of Common Stock owned by such Holder at such time, the number of shares of Common Stock
which would result in such Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and
the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that
upon a holder of this Warrant providing the Company with sixty-one (61) days notice that such Holder would like to waive this
Section 3.3 will be of no force or effect with regard to all or a portion of the Warrant referenced in the a waiver notice;
provided, further, that this provision shall be of no further force or effect during the sixty-one (61) days immediately
preceding the expiration of the term of this Warrant.


 


3.4Cashless
Exercise. Notwithstanding any provisions herein to the contrary and commencing one year following the original issue
date, if there is no effective Registration Statement registering, or no current prospectus available for, the resale of the
Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a
“cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the
quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) =
th e closing share price on the trading day immediately preceding the date on which Holder elects to exercise this Warrant by
means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;


 


(B) =
the Exercise Price of this Warrant, as adjusted hereunder; and


 


(X) = the
number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.


 


3.5Adjustment in
Exercise Price. Under no circumstances shall the Exercise Price of the Warrant change. Therefore, in the case of a
reverse stock split or recapitalization or any other event, subsequent to any such event, the Exercise Price shall remain
$.001.


 




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4.
Notices to Warrant Holders. So long as this Warrant shall be outstanding and unexercised if the Company shall take any
action which would trigger an adjustment (as set forth in Section 3), then, in any such case, the Company shall cause to be delivered
to the Holder, at least ten days prior to the date specified in (x) or (y) below, as the case may be, notice containing a brief
description of the proposed action and stating the date on which (x) a record is to be taken for the purpose of such dividend,
distribution or rights, or (y) such reclassification, reorganization, consolidation, merger, conveyance; lease, dissolution, liquidation
or winding up is to take place and the date, if any, is to be fixed, as of which the holders of Common Stock of record shall be
entitled to exchange their common stock for securities or other property deliverable upon such reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation or winding up.


 


5. Officer’s
Certificate. Whenever the number of common stock issuable upon exercise of this Warrant or the Exercise Price shall be
adjusted as required by the provisions hereof, the Company shall forthwith file in the custody of its Secretary or an
Assistant Secretary at its principal office, and with its stock transfer agent, if any, an officer’s certificate
showing the adjusted number of common stock or Exercise Price determined as herein provided and setting forth in reasonable
detail the facts requiring such adjustment. Each such officer’s certificate shall be made available at all reasonable
times for inspection by the Holder and the Company shall, forthwith after each such adjustment, deliver a copy of such
certificate to the Holder. Such certificate shall be conclusive as to the correctness of such adjustment.


 


6. Restrictions on
Transfer. The Holder of this Warrant, by acceptance thereof; agrees that, absent an effective registration statement,
under the Securities Act of 1933 (the “Act”), covering the disposition of this Warrant or the Common Stock issued
or issuable upon exercise hereof, such Holder will not sell or transfer any or all of this Warrant or such Common Stock
without first providing the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that such
sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act. The certificates
evidencing the Warrant and Common Stock which will be delivered to such Holder by the Company shall bear substantially the
following legend:


 


THE SECURITIES EVIDENCED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
FROM THE REQUIREMENTS FOR SUCH REGISTRATION FOR NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER. PLEDGE, HYPOTHECATION OR
OTHER DISPOSITION OF THE SECURITIES EVIDENCED HEREBY OR ANY PORTION THEREOF OR INTEREST THEREIN MAY NOT BE ACCOMPLISHED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT OR AN OPINION OF COUNSEL TO THE HOLDER OF THE SECURITIES (UNLESS
THE COMPANY DETERMINES IN ITS SOLE DISCRETION TO USE ITS OWN COUNSEL), WITH ANY SUCH COUNSEL AND OPINION OF COUNSEL TO BE REASONABLY
ACCEPTABLE TO THE ISSUER, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.


 


Each
Holder of this Warrant, at the time all or a portion of such Warrant is exercised, agrees to make such written representations
to the Company as counsel for the Company may reasonably request, in order that the Company may be reasonably satisfied that such
exercise of the Warrant and consequent issuance of Common Stock will not violate the registration and prospectus delivery requirements
of the Act, or other applicable state securities laws.


 




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7. Piggyback
Registration Rights. If, at any time after the Issue Date and expiring on the Expiration Date, the Company proposes to register
any of its securities under the Act either for its own account or for the account of others, in connection with the public offering
of such equity securities solely for cash, on a registration form that would also permit the registration of the common stock issuable
upon exercise of this Warrant (“Warrant Shares”), the Company shall promptly give the Holder written notice of such
proposal. Within thirty (30) days after the notice is given, the Holder shall give notice as to the number of Warrant Shares, if
any, which have vested and which the Holder requests be registered simultaneously with such registration by the Company. The Company
shall use its best efforts to include such Warrant Shares in such registration statement (or in a separate registration statement
concurrently filed) which the Holder requests to be so included and to cause such registration statement to become effective with
respect to such shares in accordance with the registration procedures set forth in Section 8 hereof. If at any time after giving
written notice of its intention to register equity securities and before the effectiveness of the registration statement filed
in connection with such registration, the Company determines for any reason either not to effect such registration or to delay
such registration, the Company may, at its election, by delivery of written notice to the Holder, (i) in the case of a determination
not to effect registration, relieve itself of a reasonably necessary portion of its obligation to register the Warrant Shares under
this Section 7 in connection with such registration, or (ii) in the case of a determination to delay registration, delay the registration
of the Warrant Shares under this Section 7 for the same period as the delay in the registration of such other equity securities.
Each Holder of Warrant Shares requesting inclusion in a registration pursuant to this Section 7 may, at any time before the effective
date of the registration statement relating to such registration, revoke such request by delivering written notice of such revocation
to the Company (which notice shall be effective only upon receipt by the Company); provided, however, that if the Company,
in consultation with its financial and legal advisors, determines that such revocation would require a recirculation of the prospectus
contained in the registration statement, then such Holder of Warrant Shares shall have no right to revoke its request.


 


8. Expenses
and Procedures.


 


(A) Expenses
of Registration. All registration expenses (exclusive of underwriting discounts and commissions) shall be borne by the Company;
provided, however, that if a Holder revokes a registration request pursuant to the last sentence of Section 7, the registration
expenses in connection with such revoked registration shall be borne by such Holder. Each Holder of Warrant Shares shall bear all
underwriting discounts, selling commissions, sales concessions and similar expenses applicable to the sale of the Warrant Shares
sold by such Holder.


 


(B) Registration
Procedures. In the case of the registration, qualification or compliance effected by the Company pursuant to Section 7 hereof,
the Company will keep the Holders of Warrant Shares advised as to the initiation of registration, qualification and compliance
and as to the completion thereof. At its expense, the Company will furnish such number of prospectuses and other documents incident
thereto as the Holders or underwriters from time to time may reasonably request.


 


(C) Information.
The Company may require each seller of Warrant Shares as to which any registration is being effected to furnish such information
regarding the distribution of such Warrant Shares as the Company may from time to time reasonably request and the Company may exclude
from such registration the Warrant Shares of any seller who unreasonably fails to furnish such information after receiving such request.


 




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(D) Blue
Sky. The Company will, as expeditiously as possible, use its best efforts to register or qualify the Warrant Shares covered
by a registration statement at the expense of the Company in such jurisdictions as the holders of such Warrant Shares or, in the
case of an underwritten public offering, the managing underwriter shall reasonably request at the expense of the Holders of the
Warrant Shares being registered provided that the Company shall not be required in connection with any such registration or qualification
or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to take any action which
would subject it to taxation or service of process in any jurisdiction where it is not otherwise subject to such taxation or service
of process.


 


(E) Notification
of Material Events. The Company will, as expeditiously as possible, immediately notify each holder of Warrant Shares under
a registration statement, at any time when a prospectus relating thereto is required to be delivered under the Act, of the happening
of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing and, as expeditiously as possible, amend or supplement such
prospectus to eliminate the untrue statement or the omission.


 


9. Indemnification.


 


(A) Indemnification by
Company. The Company shall, without limitation as to time, indemnify and hold harmless, to the full extent permitted by
law, each holder of Warrant Shares, its officers, directors, agents and employees, each person who controls such holder
(within the meaning of Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934, as amended, hereinafter
the “Exchange Act”), and the officers, directors, agents or employees of any such controlling person, from and
against all losses, claims, damages, liabilities, costs (including, without limitation, all reasonable attorneys’ fees)
and expenses (collectively “Loss” or “Losses”), as incurred, arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary
prospectus or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under
which they were made (in the case of any prospectus) not misleading, except insofar as the same are based solely upon
information furnished to the Company by such holder for use therein; provided, however, that the Company shall not be liable
in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue
statement or omission made in any preliminary prospectus or prospectus if (i) such holder failed to send or deliver a copy of
the prospectus or prospectus supplement with or prior to the delivery of written confirmation of the sale of Warrant Shares
and (ii) the prospectus or prospectus supplement would have corrected such untrue statement or omission. If requested, the
Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals
participating in the distribution, their officers, directors, agents and employees and each person who controls such persons
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) to the same extent as provided above with
respect to the indemnification of the Holders of Warrant Shares. It is agreed that the indemnity agreement contained in
this Section 9(A) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the
consent of the Company (which consent has not been unreasonably withheld).


 




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(B) Conduct
of Indemnification Proceedings. If any action or proceeding (including any governmental investigation or inquiry) shall be
brought or any claim shall be asserted against any person entitled to indemnity hereunder (an “Indemnified Party”),
such indemnified party shall promptly notify the party from which such indemnity is sought (the “Indemnifying Party”)
in writing, and the indemnifying party shall assume the defense thereof including the employment of counsel reasonably satisfactory
to the indemnified party and the payment of all fees and expenses incurred in connection with the defense thereof. All such fees
and expenses (including any fees and expenses incurred in connection with investigation or preparing to defend such action or proceeding)
shall be paid to the indemnified party, as incurred, within 20 days of written notice thereof to the indemnifying party; provided,
however, that if, in accordance with this Section 9, the indemnifying party is not liable to the indemnified party, such fees and
expenses shall be returned promptly to the indemnifying party. Any such indemnified party shall have the right to employ separate
counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel
shall be the expense of such indemnified party unless (a) the indemnifying party has agreed to pay such fees and expenses, (b)
the indemnifying party shall have failed promptly to assume the defense of such action, claim or proceeding and to employ counsel
reasonably satisfactory to the indemnified party in any such action, claim or proceeding, or (c) the named parties to any such
action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and
such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which are
different from or additional to those available to the indemnifying party (in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such action, claim or proceeding on behalf of such indemnified party, it
being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or
separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together
with appropriate local counsel) at any time for all such indemnified parties, unless in the opinion of counsel for such indemnified
party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to
such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such
additional counsel or counsels). No indemnifying party will consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the release of such indemnified party from all liability in respect to such claim
or litigation without the written consent (which consent will not be unreasonably withheld) of the indemnified party. No indemnified
party shall consent to entry of any judgment or enter into any settlement without the written consent (which consent will not be
unreasonably withheld) of the indemnifying party from which indemnify or contribution is sought.


 


(C) Contribution. If
the indemnification provided for in this Section 9 is unavailable to an indemnified party under Section 9(A) or 9(B)
hereof (other than by reason of exceptions provided in those Sections) in respect of any Losses, then each applicable
indemnifying party in lieu of indemnifying such indemnified party shall contribute to the amount paid or payable by such
indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the
indemnifying party and indemnified party in connection with the actions, statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. The relative fault of such indemnifying party and the
indemnified party shall be determined by reference to, among other things, whether any action in question, including any
untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been
taken or made by, or relates to information supplied by such indemnifying party or indemnified party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission.
The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set
forth in Section 9(B), any legal or other fees or expenses reasonably incurred by such party in connection with any action,
suit, claim, investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 9(C) were determined by pro rata allocation or by any other method of allocation which does not take
into account the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.


 



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10. Loss
or Mutilation. Upon receipt by the Company of evidence satisfactory to it (in the exercise of reasonable discretion) of the
ownership of and the loss, theft, destruction or mutilation of any Warrant and (in the case of loss, theft or destruction) of indemnity
satisfactory to it (in the exercise of reasonable discretion), and (in the case of mutilation) upon surrender and cancellation
thereof, the Company will execute and deliver in lieu thereof a new Warrant of like tenor.


 


11. Reservation
of Shares. The Company shall at all times reserve and keep available for issue upon the exercise of Warrants such number of
its authorized but unissued common stock as will be sufficient to permit the exercise in full of all outstanding Warrants.


 


12. Notices.
All notices and other communications from the Company to the Holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, to the address furnished to the Company in writing by the last Holder of this Warrant who shall
have furnished an address to the Company in writing.


 


13. Change;
Waiver. Neither this Warrant nor any term hereof may be changed, waived, discharged or terminated orally but only by an instrument
in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.


 


14. Law
Governing. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of Nevada.


 


DATED:November 10, 2018


	 	MyDx, Inc.
	 	A Nevada corporation
	 	 	 
	 	By:	/s/ Matt Bucciero
	 	 	Matt Bucciero
	 	 	Chief Executive Officer


 



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