Exhibit 10.34





 


DISBURSEMENT AUTHORIZATION


 


	TO:	CROWN BRIDGE PARTNERS, LLC (the “Investor”) 
	 	 
	FROM:	MCTC HOLDINGS, INC. (the “Company”)
	 	 
	DATE:	May 4, 2020
	 	 
	RE:	Disbursement of Funds


 


In connection with
the issuance of the 10% convertible note in the aggregate principal amount of $150,000.00, pursuant to that certain securities
purchase agreement and convertible promissory note dated as of March 19, 2020 (the “Note”), you are hereby directed
to disburse the purchase price of $22,500.00, relating to the second tranche of $25,000.00 under the Note, as follows:


 


		1.	$21,000.00 to Action Nutraceuticals, Inc., a wholly
owned subsidiary of the Company, for the benefit of the Company, in accordance with the wire transfer instructions attached as
Schedule A hereto; and



 


		2.	$1,500.00 to Anthony L.G., PLLC, in accordance with
the wire transfer instructions attached as Schedule B hereto, for payment of the Investor’s legal fees in connection
with the Note.






 


	 	MCTC HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Arman Tabatabaei
	 	Name: 	Arman Tabatabaei
	 	Title: 	Chief Executive Officer


 




     


     


    

 


Schedule A


 


	Account Name:	Action Nutraceuticals, Inc.
	 	 
	Routing Number:	026009593
	 	 
	Account Number:	3251 2507 4858
	 	 
	Beneficiary Address:	520 S Grand Ave #320, Los Angeles, CA 90071 
	 	 
	Bank Name:	Bank of America
	 	 
	Bank Address:	222 Broadway New York, NY 10038


  




     


     


    

 


Schedule B


 


	Account Name:	Anthony L.G., PLLC, Operating Account
	 	 
	Account Address:	625 N. Flagler Drive, Suite 600, West Palm Beach, FL 33401 
	 	 
	ABA Routing Number:	021000021
	 	 
	Account Number:	201306179
	 	 
	Bank Name:	Chase Bank
	 	 
	Bank Address:	270 Park Avenue, New York, NY 10017


  




     


     


    

 


NEITHER THIS SECURITY NOR THE SECURITIES
AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON STOCK PURCHASE WARRANT


 


MCTC HOLDINGS, INC.


 


Warrant Shares: 78,125


Date of Issuance: May 4, 2020 (“Issuance
Date”)


 


This COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of purchase price
of $22,500.00, for the second tranche of $25,000.00 under the convertible promissory note in the principal amount of $150,000.00
issued by the Company (as defined below) to the Holder (as defined below) on March 19, 2020) (the “Note”)),
Crown Bridge Partners, LLC (including any permitted and registered assigns, the “Holder”), is entitled, upon
the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date
of issuance hereof, to purchase from MCTC Holdings, Inc., a Delaware corporation (the “Company”), 78,125 shares
of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect (whereby
such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant).


 


Capitalized terms used
in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant
or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.48 subject to
adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period”
shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the three-year anniversary
thereof.


 


1. EXERCISE OF WARRANT.


 


(a) Mechanics of
Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or
in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit
A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall
not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant
resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of
lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of
Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery Date”)
following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and
upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the
number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise
Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by
wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise
Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address
as specified in the Exercise Notice, 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
(or deliver such shares of Common Stock in electronic format if requested by the Holder). 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. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares
represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an
exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and
at its own expense, issue a new Warrant (in accordance with Section 6) 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.


 




     


     


    

  


If the Company fails
to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery
Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be
deemed an event of default under the Note.


 


If the Market Price
of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless
exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion
thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to
Holder a number of Common Stock computed using the following formula:


 


	X = Y (A-B)
	 
	   A


 


	Where 	X =	the number of Warrant Shares to be issued to Holder.
	 	 	 
	 	Y =	the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).
	 	 	 
	 	A =	the Market Price (at the date of suchcalculation).
	 	 	 
	 	B =	Exercise Price (as adjusted to the date of suchcalculation).


 


(b) No Fractional
Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant
hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in
the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled
to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant
Share by such fraction.


 


(c) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise as set forth on
the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other persons acting as a group
together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership
Limitation, as defined below. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by
the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect
to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon
(i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates
and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including without
limitation any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of
this paragraph (d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged
by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the
Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this paragraph applies, the determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall
be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of
which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall
have no obligation to verify or confirm the accuracy of such determination.


 




    2


     


    

  


For purposes of this
paragraph, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares
of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the
case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer
agent setting forth the number of shares of Common Stock outstanding. Upon the request of a Holder, the Company shall within two
Trading Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was
reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The limitations
contained in this paragraph shall apply to a successor Holder of this Warrant. The Company covenants that this Warrant is outstanding,
the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights,
to provide for the issuance of Common Stock upon the full exercise of this Warrant. The Company is required at all times to have
authorized and reserved ten times the number of shares that is actually issuable upon full exercise of the Warrant (based on the
Exercise Price in effect at that time)(the “Reserved Amount”). The Reserved Amount shall be increased from time to
time in accordance with the Company’s obligations hereunder.


 


2. ADJUSTMENTS. The Exercise Price
and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a) Distribution
of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its
assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution
of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement
or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each
such case:


  




    3


     


    

 


(i) any Exercise
Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares
of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date,
to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price
of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as
determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator
of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date;
and


 


(ii) the number
of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately
prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to
receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided,
however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common
stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”),
then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of
Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into
the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had
the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product
of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms
of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause
(ii).


 


(b) Anti-Dilution
Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding,
shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce
any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity
to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to under the Note), at an
effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such
issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents
so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any
reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions,
floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued
in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per
share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such
issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of
whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of
the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced
at the option of the Holder and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder
shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise
Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for the avoidance of doubt, the aggregate Exercise
Price prior to such adjustment is calculated as follows: the total number of Warrant Shares issuable upon exercise of this Warrant
immediately prior to such adjustment (without regard to the Beneficial Ownership Limitation) multiplied by the Exercise Price in
effect immediately prior to such adjustment). By way of example, if E is the total number of Warrant Shares issuable upon exercise
of this Warrant immediately prior to such adjustment (without regard to the Beneficial Ownership Limitation), F is the Exercise
Price in effect immediately prior to such adjustment, and G is the Base Share Price, the adjustment to the number of Warrant Shares
can be expressed in the following formula: Total number of Warrant Shares after such Dilutive Issuance = the number obtained from
dividing [E x F] by G. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless
of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date
of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance
of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at
the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than
the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating
therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such
notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a
Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive
Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the
Holder accurately refers to the Base Share Price in the Notice of Exercise.


 




    4


     


    

  


(c) Subdivision
or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock
dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of
shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant
Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse
stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be
proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the
subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall be calculated to the nearest one-hundredth
of a cent. Such adjustment shall be made successively whenever any event covered by this Section 2(c) shall occur.


 


3. FUNDAMENTAL TRANSACTIONS.
If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity
and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company
effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or
exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to
which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property
and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the
Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for
other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such
case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have
the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration
(the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger,
consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the
extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the
Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant
into Alternate Consideration.


 




    5


     


    

  


4. NON-CIRCUMVENTION.
The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good
faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder.
Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common
Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved,
free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented
by this Warrant (without regard to any limitations on exercise) as further provided in this Warrant.


 


5. WARRANT HOLDER
NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle
the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant
shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise)
or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 


6. REISSUANCE.


 


(a) Lost, Stolen or
Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity
or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


(b) Issuance of
New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is
the same as the Issuance Date.


 


7. TRANSFER.
This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder
and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company
hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written
consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall
be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable
rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party,
in whole or in part, without the need to obtain the Company’s consent thereto.


 


8. NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice
(i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment
and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend
or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities
directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to
the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution
or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such
notice being provided to the Holder.


 




    6


     


    

  


9. AMENDMENT AND
WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively
or prospectively) only with the written consent of the Company and the Holder.


 


10. GOVERNING LAW
AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without regard
to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Warrant shall be brought only in the state courts located in New York, NY or in the federal courts located in New York,
NY. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder
and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled
to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any
other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process
and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction
Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law.


 


11. ACCEPTANCE.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.


 


12. CERTAIN DEFINITIONS.
For purposes of this Warrant, the following terms shall have the following meanings:


 


(a) “Nasdaq”
means www.Nasdaq.com.


 


(b) “Closing
Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal
Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate
the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or
(ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as
reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices
of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security
on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market
value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock
dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


(c) “Common
Stock” means the Company’s common stock, and any other class of securities into which such securities may hereafter
be reclassified or changed.


  




    7


     


    

 


(d) “Common
Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common
Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time
convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


(e) “Dilutive
Issuance” is any issuance of Common Stock or Common Stock Equivalents described in Section 2(c) above; provided, however,
that a Dilutive Issuance shall not include any Exempt Issuance.


 


(f) “Exempt
Issuance” means the issuance of (i) shares of Common Stock or options to officers or directors of the Company pursuant
to any stock or option plan duly adopted by a majority of the non- employee members of the Board of Directors of the Company or
a majority of the members of a committee of non-employee directors established for such purpose, (ii) securities issued pursuant
to acquisitions approved by a majority of the disinterested directors of the Company, (iii) shares of Common Stock issued in connection
with regularly scheduled dividend payments on any preferred stock of the Company, and (iv) shares of Common Stock issued pursuant
to any real property leasing arrangement or financing from a national bank approved by the Board of Directors of the Company.


 


(g) “Principal
Market” means the primary national securities exchange on which the Common Stock is then traded.


 


(h) “Market
Price” means the highest traded price of the Common Stock during the sixty Trading Days prior to the date of the respective
Exercise Notice.


 


(i) “Trading
Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the
Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on
any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.


 


13.
MOST FAVORED NATION. While any portion of this Warrant remains unexercised, the Company shall not enter into any
public or private offering of its securities (including securities convertible into shares of Common Stock) with any individual
or entity (an “Other Investor”) that has the effect of establishing rights or otherwise benefiting such Other Investor
in a manner more favorable to such Other Investor than the rights and benefits established in favor of the Holder by this Warrant
unless, in any such case, the Holder has been provided with such rights and benefits pursuant to a definitive written agreement
or agreements between the Company and the Holder. From the date hereof and for so long as any portion of this Warrant remains unexercised,
in the event that the Company issues or sells any Common Stock or Common Stock Equivalents or issues, any other securities convertible
into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock, if the Holder then
holding any unexercised portion of this Warrant, believes that any of the terms and conditions appurtenant to such issuance or
sale are more favorable to such investor(s) than are the terms and conditions granted to the Holder, then such additional or more
favorable term, at Holder’s option, shall automatically become a part of the transaction documents (including but not limited
to this Warrant) with the Holder. The Company shall provide the Holder with notice of any such issuance or sale not later than
two (2) Trading Days before such issuance or sale.


 


* * * * * * *


 




    8


     


    

 


IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed as of the Issuance Date set forth above.


 


	 	MCTC HOLDINGS, INC.
	 	 	 
	 	/s/
    Arman Tabatabaei
	 	Name:	Arman Tabatabaei
	 	Title:	Chief Executive Officer





 




    9


     


    

 


EXHIBIT A


 


EXERCISE NOTICE


 


(To be executed by the registered holder
to exercise this Common Stock Purchase Warrant)


 


The
Undersigned holder hereby exercises the right to purchase                                       
of the shares of Common Stock (“Warrant Shares”) of MCTC Holdings, Inc., a Delaware corporation (the “Company”),
evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the Warrant.







 


		1.	Form of Exercise Price. The Holder intends that
payment of the Exercise Price shall be made as (check one):



 


☐ a cash exercise with
respect to                                  
Warrant Shares; or


☐ by cashless exercise
pursuant to the Warrant.


 


		2.	Payment of Exercise Price. If cash exercise is selected
above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $                                       
to the Company in accordance with the terms of the Warrant.



 


		3.	Delivery of Warrant Shares. The Company shall deliver
to the holder                                      
Warrant Shares in accordance with the terms of the Warrant.



 


	Date: 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	(Print Name of Registered Holder)


 


	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:  	 


  




     


     


    

 


EXHIBIT B


 


ASSIGNMENT OF WARRANT


 


(To be signed only upon authorized transfer
of the Warrant)


 


For
Value Received, the undersigned hereby sells, assigns, and transfers unto                                       
the right to purchase                                         
shares of common stock of MCTC Holdings, Inc., to which the within Common Stock Purchase Warrant relates and appoints                           ,
as attorney-in-fact, to transfer said right on the books of MCTC Holdings, Inc. with full power of substitution and re-substitution
in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions
of the within Warrant.










 


	Dated: 	 	 	 
	 	 	 	 
	
        
	 	 	 
	 	 	 	(Signature) *
	 	 	 	 
	 	 	 	 
	 	 	 	(Name)
	 	 	 	 
	 	 	 	
        

	 	 	 	(Address)
	 	 	 	 
	 	 	 	 
	 	 	 	(Social Security or Tax Identification No.)


 


* The signature on this Assignment of
Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without
alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity,
please indicate your position(s) and title(s) with such entity.