Exhibit 10.5


 


NEITHER
THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED,
OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE
STATE SECURITIES LAWS.


 


AGRO
CAPITAL MANAGEMENT CORP.


 


WARRANT
TO PURCHASE SHARES OF COMMON STOCK


 


1.
Issuance. For good and valuable consideration as set forth in the Stock and Warrant Purchase Agreement (as defined below), including
without limitation the exercise price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby
acknowledged by Agro Capital Management Corp., a Nevada corporation, its successors
and assigns (“Company”), Maenza Enterprises LLC d/b/a Trendix Enterprises LLC, his successors and/or registered
assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined
below) until June 25, 2023 (the “Expiration Date”), 700,000 fully paid and non-assessable shares (the
“Warrant Shares”) of Company’s common stock, par value $0.001 per share (the “Common
Stock”), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase
Shares of Common Stock (this “Warrant”).


 


This
Warrant is being issued pursuant to the terms of that certain Stock and Warrant Purchase Agreement dated June 25, 2021, to which Company
and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain capitalized
terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. This Warrant was issued
to Investor on June 25, 2021 (the “Issue Date”).


 


2. Exercise
of Warrant.


 


2.1. General.


 


(a) This
Warrant is exercisable in whole or in part at any time and from time to time commencing on the Issue Date and ending on the Expiration
Date. Such exercise shall be effectuated by submitting to Company (either by delivery to Company or by email or facsimile transmission)
a completed and signed Notice of Exercise substantially in the form attached to this Warrant as Exhibit A (the “Notice
of Exercise”). The date a Notice of Exercise is delivered to Company shall be the “Exercise Date,” provided
that, if such exercise represents the full exercise of the outstanding balance of this Warrant, Investor shall tender this Warrant to
Company within five (5) Trading Days thereafter, but only if the Warrant Shares to be delivered pursuant to the Notice of Exercise have
been delivered to Investor as of such date. The Notice of Exercise shall be executed by Investor and shall indicate the number of Warrant
Shares to be issued pursuant to such exercise


 




    	 



     


    

 


(b) The
Exercise Price per share of Common Stock for the Warrant Shares shall be payable, at the election of Investor, in cash or by certified
or official bank check or by wire transfer in accordance with instructions provided by Company at the request of Investor.


 


(c) Upon
the appropriate payment to Company of the Exercise Price for the Warrant Shares, Company shall promptly, but in no case later than the
date that is ten (10) Trading Days following the date the Exercise Price is paid to Company (the “Delivery Date”),
deliver or cause Company’s Transfer Agent to deliver the applicable Warrant Shares electronically via the DWAC system to the account
designated by Investor on the Notice of Exercise. If for any reason Company is not able to so deliver the Warrant Shares via the DWAC
system, Company shall instead, on or before the applicable date set forth above in this subsection, issue and deliver to Investor or
its broker (as designated in the Notice of Exercise), via reputable overnight courier, a certificate, registered in the name of Investor
or its designee, representing the applicable number of Warrant Shares.


 


(d) In
no event may this Warrant be net cash settled.


 


2.2. Mandatory
Exercise. Should the registration statement that Company is obligated to file under the terms of the Purchase Agreement of the Common
Stock underlying this Warrant be deemed effective and the Common Stock trade a minimum of 10,000 shares per day over $3.00 for a period
of 30 Trading Days, Investor shall have a 60 day period to exercise this Warrant or this Warrant shall be cancelled.


 


3. Mutilation
or Loss of Warrant. Upon receipt by Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation)
upon surrender and cancellation of this Warrant, Company will execute and deliver to Investor a new Warrant of like tenor and date and
any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.


 


4. Rights
of Investor. Investor shall not, by virtue of this Warrant alone, be entitled to any rights of a stockholder in Company, either at
law or in equity, and the rights of Investor with respect to or arising under this Warrant are limited to those expressed in this Warrant
and are not enforceable against Company except to the extent set forth herein


 


5. Adjustments.
If Company shall issue any shares of Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into
a greater number of shares, then, in either such case, the Exercise Price in effect before such dividend or subdivision shall be proportionately
reduced and the number of Warrant Shares at that time issuable pursuant to the exercise of this Warrant shall be proportionately increased;
and, conversely, if Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number
of shares, then the Exercise Price in effect before such combination shall be proportionately increased and the number of Warrant Shares
at that time issuable pursuant to the exercise or conversion of this Warrant shall be proportionately decreased. Each adjustment in the
number of shares of Warrant Stock issuable shall be to the nearest whole share.


 


6. Certificate
as to Adjustments. In the case of any adjustment in the Exercise Price or Warrant Shares, Company will promptly give written notice
to Investor in the form of a certificate, certified and confirmed by an officer of the Company, setting forth the adjustment in reasonable
detail.


 




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7. Transfer
to Comply with the Securities Act. This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933,
as amended (the “1933 Act”). Neither this Warrant nor the Warrant Shares may be sold, transferred, pledged or hypothecated
without (a) an effective registration statement under the 1933 Act relating to such security or (b) an opinion of counsel reasonably
satisfactory to Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the
1933 Act, each certificate for this Warrant and any Warrant Shares shall contain a legend, in form and substance satisfactory to counsel
for Company, setting forth the restrictions on transfer contained in this Section 7.


 


8. Notices.
Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices” in the
Purchase Agreement, the terms of which are incorporated herein by reference.


 


9. Supplements
and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the parties
hereto. This Warrant, together with the Purchase Agreement, contains the full understanding of the parties hereto with respect to the
subject matter hereof and thereof and there are no representations, warranties, agreements or understandings with respect to the subject
matter hereof and thereof other than as expressly contained herein and therein.


 


10. Governing
Law; Venue. This Warrant shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Warrant shall be governed by, the internal laws of the State of Nevada, without giving effect
to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than
the State of Nevada. Any action brought by either party against the other concerning the transactions contemplated by this Agreement
shall be brought only in the state and federal courts in Los Angeles County, California. The parties to this Agreement 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 prevailing party in any dispute arising under this Agreement shall be entitled to recover
from the other party its reasonable attorney’s fees and costs.


 


11. Waiver
of Jury Trial. EACH OF COMPANY AND INVESTOR IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS WARRANT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS
WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION.
FURTHER, COMPANY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.


 


12. Counterparts.
This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument. Electronic signatures shall be considered original
signatures for all purposes hereof.


 


13. Attorneys’
Fees. In the event of any litigation or dispute arising from this Warrant, the parties agree that the prevailing party shall be entitled
to an additional award of the full amount of the reasonable attorneys’ fees and expenses paid by said prevailing party in connection
with litigation or dispute.


 


14. Severability.
Whenever possible, each provision of this Warrant shall be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such provision shall be modified to
achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Warrant or the validity or enforceability of this Warrant in any other jurisdiction.


 


[Remainder
of page intentionally left blank; signature page follows]


 




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IN
WITNESS WHEREOF, Company has caused this Warrant to be duly executed as of the Issue Date.


 


	 	COMPANY:
	 	 
	 	Agro
    Capital Management Corp.
	 	 
	 	By:	/s/
    Scott Benson 
	 	 	Scott
Benson, Chief Executive Officer


 





[Signature
Page to Warrant]

 




    	 



     


    

 


ATTACHMENT
1


DEFINITIONS


 


For
purposes of this Warrant, the following terms shall have the following meanings:


 


A1. “Exercise
Price” means $0.60 per share of Common Stock, as the same may be adjusted from time to time pursuant to the terms and conditions
of this Warrant.


 


A2. “Trading
Day(s)” means any day(s) the New York Stock Exchange is open for trading.


 




    	Attachment 1 to Warrant, Page 1



     


    

 


EXHIBIT
A


 


NOTICE
OF EXERCISE OF WARRANT


 


TO: AGRO
CAPITAL MANAGEMENT CORP.


ATTN:
_______________


VIA
FAX TO: ( )______________ EMAIL: ______________


 


The
undersigned hereby irrevocably elects to exercise the right, represented by the Warrant to Purchase Shares of Common Stock dated as of
June 25, 2021 (the “Warrant”), to purchase shares of the common stock, $0.001 par value (“Common Stock”),
of Agro Capital Management Corp., and tenders herewith payment in accordance with Section 2 of the Warrant, as follows:


 


Warrant
Shares: _______________________


 


 Exercise
Price: $_______________________ 


 


Purchase
Price: $___________________ = (Exercise Price x Warrant Shares)


 


Payment
is being made by:


 _____
 enclosed check


 _____ wire
transfer


 _____ other


 


Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to them in the Warrant.


 


It
is the intention of Investor to comply with the provisions of Section 2.2 of the Warrant regarding certain limits on Investor’s
right to receive shares thereunder. Investor believes this exercise complies with the provisions of such Section 2.2. Nonetheless, to
the extent that, pursuant to the exercise effected hereby, Investor would receive more shares of Common Stock than permitted under Section
2.2, Company shall not be obligated and shall not issue to Investor such excess shares until such time, if ever, that Investor could
receive such excess shares without violating, and in full compliance with, Section 2.2 of the Warrant.


 


As
contemplated by the Warrant, this Notice of Exercise is being sent by email to the officer indicated above.


 


If
this Notice of Exercise represents the full exercise of the entire Warrant, Investor will surrender (or cause to be surrendered) the
Warrant to Company at the address indicated above by express courier within five (5) Trading Days after the Warrant Shares to be delivered
pursuant to this Notice of Exercise have been delivered to Investor.


 


To
the extent the Warrant Shares are not able to be delivered to Investor via the DWAC system, please deliver certificates representing
the Warrant Shares to Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or
otherwise) to:


 


_____________________________________


_____________________________________


_____________________________________


 


Dated: _____________________


 


___________________________


[Name
of Investor]


 


By:________________________


 




    	Exhibit A to Warrant, Page 1