Blueprint








  EXHIBIT
10.13











 



WEED, INC.



RESTRICTED STOCK AGREEMENT

 


THIS
RESTRICTED STOCK AGREEMENT (“Agreement”)
is between WEED, Inc. (“Corporation”),
and (“Grantee”),
as of (“Date of
Grant”).

 



RECITALS

 


A.           The
Corporation desires to enter into this Agreement to provide an
incentive to Grantee, whose services are considered unusually
valuable by providing him an opportunity to own additional stock in
the Corporation.

 


B.           The
Corporation believes that entering into this Agreement with Grantee
is consistent with those purposes.

 


NOW,
THEREFORE, in consideration of the mutual covenants and conditions
in this Agreement and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
Corporation and Grantee agree as follows:

 



AGREEMENT

 


1. GRANT
OF RESTRICTED SHARES. Subject to the terms of this
Agreement, the Corporation grants to Grantee  ( ) shares
(“Restricted
Shares”) of the Corporation’s common stock,
(“Stock”).
The delivery of any document evidencing the Restricted Shares is
subject to the provisions of Section 5.

 


2. RIGHTS
OF GRANTEE. Subject to the provisions of this Agreement, as
of the Date of Grant, Grantee shall be a shareholder with respect
to all of such Restricted Shares and shall have all of the rights
of a shareholder in the Corporation with respect to the Restricted
Shares.

 


3. RESTRICTIONS
ON RESTRICTED SHARES.

 


A. Limitations
on Transfer. Grantee agrees to not sell, transfer, pledge,
exchange, hypothecate, grant any security interest in, or otherwise
dispose of, any Restricted Shares before the date on which the
restrictions lapse under Section 4.A., or enter into any
agreement or make any commitment to do so. Any attempted sale,
transfer, pledge, exchange, hypothecation or disposition of the
Restricted Shares shall be null and void, and the Corporation shall
not recognize or give effect to such transaction on its books and
records (including the books and records of the Corporation’s
transfer agent) or recognize the person or persons to whom such
sale, transfer, pledge, exchange, hypothecation or disposition has
been made as the legal or beneficial owner of the Restricted
Shares.

 


B. Permitted
Transfers. Notwithstanding Section 3.A., or any other
provision of this Agreement, Grantee may assign and transfer some
or all of the Restricted Shares, whether or not the restrictions
have lapsed, to a family trust, family limited partnership or other
estate planning entity settled or controlled by Grantee, provided
that (i) the transferee executes and delivers to the Corporation
required documents to confirm that the transferee’s ownership
of such Restricted Shares are subject to this Agreement as if such
transferee were Grantee, and (ii) the Restricted Shares that
are unvested as of the date of transfer will be subject to
forfeiture under all circumstances provided in this Agreement,
including the provisions based on termination of Grantee’s
service with the Corporation.

 



 

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4. LAPSE
OF RESTRICTIONS.

 


A. Schedule.
Subject to the other conditions in this Section 4, the restrictions on
the Stock set forth in Section 3 will lapse under
the following schedule:

 


	

Date
Restriction Lapses

	

Percentage
of Stock Becomes Unrestricted


	

First
Anniversary of Date of Grant

	

33%


	

Second
Anniversary of Date of Grant

	

66%


	

Third
Anniversary of Date of Grant

	

100%







 


B. Condition
That Must be Satisfied Before Restrictions Lapse. The
restrictions on the Stock will not lapse unless Grantee remains
employed by the Corporation or otherwise continues to serve as a
non-employee member of the Board of Directors of the Corporation as
of the date the restrictions lapse in accordance with the above
schedule.

 


C. Issuance
of Certificates. The Corporation shall only be required to
issue stock certificates representing those Restricted Shares on
which restrictions have lapsed in accordance with the provisions of
this Agreement. Within 30 days after restrictions on some or all of
the Stock have lapsed, the Corporation shall issue to Grantee a
stock certificate representing those shares of Stock that have
become unrestricted.

 


5. SECURITIES
ACT.

 


A. Registration.
The Corporation has the right, but not the obligation, to cause the
issuance, sale or resale of the Restricted Shares to be registered
under the Securities Act.

 


B. Condition
on Delivery of Stock. The Corporation is not required to
issue any of the Restricted Shares if, in the opinion of the
Corporation’s counsel, the issuance would violate the
Securities Act or any other applicable Federal or state securities
laws or regulations. Before issuing the Restricted Shares, the
Corporation may require Grantee to sign a written statement, in
form and content acceptable to the Corporation in its sole
discretion, that Grantee (i) shall not sell the Restricted
Shares except with the prior written approval of the Corporation,
and (ii) shall comply with the Securities Act, the Exchange
Act and all other applicable Federal and state securities laws and
regulations.

 


C. Legend.
In addition to any other legend that may be required by the
Corporation from time to time or pursuant to applicable law, share
certificates representing any Restricted Shares issued hereunder
shall bear a legend restricting the transferability of such
Restricted Shares in substantially the following form:

 



 

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“Transfer of
the securities represented by this certificate is subject to the
restrictions imposed by the Restricted Stock Agreement dated
February 1, 2018 by and between WEED, Inc. and Glenn
Martin.

 


6. REPURCHASE
BY THE COMPANY.

 


A. Involuntary
Transfer. In the event of any transfer by operation of law
or other involuntary transfer, of all, or a portion, of the
Restricted Shares, the Corporation shall have an option to purchase
all or any portion of the Restricted Shares transferred (the
“Involuntary
Transfer Option”). Upon such a transfer, Grantee and
the person acquiring the Restricted Shares shall promptly notify
the Secretary of the Corporation of such transfer. The Corporation
(or its assignee) shall notify Grantee and the person acquiring the
Restricted Shares as to whether the Corporation (or its assignee)
wishes to purchase any of the Restricted Shares pursuant to the
Involuntary Transfer Option no later than 45 days following the
receipt by the Corporation of the notice from the person acquiring
the Restricted Shares. If the Corporation (or its assignee) elects
to purchase such Restricted Shares hereunder, it shall set a date
for the closing of the transaction at a place specified by the
Corporation not later than 30 days from the date of such notice. At
such closing, the Corporation (or its assignee) shall tender
payment for the Restricted Shares and the certificates representing
the Restricted Shares so purchased shall be canceled (or the
Restricted Shares transferred to the Corporation’s assignee,
if applicable). Grantee hereby authorizes and directs the Secretary
or the transfer agent of the Corporation, as applicable, to
transfer the Restricted Shares as to which the involuntary Transfer
Option has been exercised from Grantee to the Corporation (or its
assignee). Grantee further authorizes the Corporation to refuse, or
to cause the transfer agent to refuse, as applicable, to transfer
or record any Restricted Shares to be transferred in violation of
this Agreement.

 


B. Price
Determination by Board. With respect to the Restricted
Shares to be transferred pursuant to the Involuntary Transfer
Option where the price is determined under this Section 6.B., the price per
share shall be a price that will reflect the current fair market
value of such Restricted Shares as determined in good faith by the
Board. The Corporation shall notify Grantee, his representative, or
the person acquiring the Restricted Shares under Section 6.A. of the price so
determined within 45 days after receipt by the Corporation of
notice of the transfer or proposed transfer of the
shares.

 


C. Assignment
by Corporation. The Corporation’s Involuntary Transfer
Option (collectively, the “Corporation’s
Rights”) may be assigned in whole or in part to any
shareholder or shareholders of the Corporation.

 


D. Obligations
Binding upon Transferees. All transferees of Restricted
Shares or any interest therein will receive and hold such
Restricted Shares or interest therein subject to the provisions of
this Agreement, including, insofar as applicable, the
Corporation’s Rights. Any sale or transfer of the Restricted
Shares shall be void unless the provisions of this Agreement are
complied with.

 



 

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E. Termination
of the Corporation’s Rights. Except as otherwise
provided hereunder, the Corporation’s Rights granted to the
Corporation by this Section 6 shall terminate upon
the effective date of a firm commitment underwritten public
offering pursuant to an effective Securities Act, covering the
offer and sale of Stock for the Corporation’s account to the
public other than (i) a registration relating solely to employee
stock option, stock purchase or other benefit plans or (ii)
relating solely to a SEC Rule 145 transaction.

 


F. Replacement
Certificate. If the restrictions imposed on the sale or
transfer of the Stock by this Agreement terminate as provided in
this Section 6 a
new certificate or certificates representing the Stock shall be
issued, on request, without any legend.

 


G. Transfers
Deemed Involuntary Transfers. For purposes of this
Agreement, the following events shall be deemed to be or to cause,
without limitation, involuntary transfers subject to the
Involuntary Transfer Option pursuant to Section 6.A.:

 


(1) Grantee files a
voluntary petition in bankruptcy or is adjudicated bankrupt or
makes an assignment for the benefit of his creditors;
and

 


(2) Grantee transfers
or attempts to transfer part or all or his interest in the shares
in violation of this Agreement.

 


7. ACKNOWLEDGEMENTS
AND REPRESENTATION OF GRANTEE. In connection with
Grantee’s receipt of the Restricted Shares, Grantee hereby
acknowledges the following:

 


A. Further
Limitations on Disposition. Grantee understands and
acknowledges that Grantee may not make any sale, assignment,
transfer or other disposition (including transfer by gift or
operation of law) of all or any portion of the Restricted Shares
except in accordance with this Agreement. Further, Grantee agrees
to make no sale, assignment, transfer or other disposition of all
or any portion of the Restricted Shares unless there is then in
effect a registration statement under the Securities Act covering
such proposed disposition and such disposition is made in
accordance with such registration statement, or Grantee has
obtained an opinion of Grantee’s counsel that such
disposition does not require registration under the Securities Act.
The Corporation may request a copy of any such opinion and, upon
such request, Grantee shall promptly provide such copy to the
Corporation.

 


B. Determination
of Fair Market Value. Grantee understands and acknowledges
that the Fair Market Value of the Restricted Shares shall be
determined in accordance with the terms and conditions set forth by
the Corporation’s Board.

 


C. Section
83(b) Election. Grantee understands that Section 83 of the
Internal Revenue Code of 1986, as amended (“Code”)
taxes as ordinary income the difference between the amount paid for
the Restricted Shares and the Fair Market Value of the Restricted
Shares as of the date any restrictions on the Restricted Shares
lapse. In this context, “restriction” means the
restrictions set forth in Section 3 hereof. Grantee
understands that Grantee may elect to be taxed at the time the
Restricted Shares are granted rather than when and as the
Restricted Shares vest by filing an election under
Section 83(b) of the Code with the Internal Revenue Service
within 30 days from the Date of Grant. Grantee understands that
failure to make this filing timely shall result in the recognition
of ordinary income by Grantee on the Fair Market Value of the
Restricted Shares at the time such restrictions lapse.

 



 

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GRANTEE
ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY, AND
NOT THE CORPORATION’S, TO FILE TIMELY THE ELECTION UNDER
SECTION 83(b), EVEN IF GRANTEE REQUESTS THE CORPORATION OR ITS
REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S
BEHALF.

 


D. Investment
Intent. Grantee hereby represents and warrants to the
Corporation that Grantee is acquiring the Restricted Shares for
investment purposes only and not with a view to the resale or other
distribution thereof.

 


8. NON-TRANSFERABILITY
OF RIGHTS. Grantee may not assign or transfer
Grantee’s rights under this Agreement, nor may Grantee
subject such rights (or any of them) to execution, attachment,
garnishment, or similar process. Any such attempted assignment or
transfer by Grantee shall be null and void and shall not be
recognized by the Corporation.

 


9. FEDERAL
AND STATE TAXES. Grantee may incur certain liabilities for
Federal, state, or local taxes in connection with the grant of the
Restricted Shares hereunder, and the Corporation may be required by
law to withhold such taxes. Upon determination of the year in which
such taxes are due and the determination by the Corporation of the
amount of taxes required to be withheld, Grantee shall pay an
amount equal to the amount of Federal, state, or local taxes
required to be withheld to the Corporation. If Grantee fails to
make such payment in a timely manner, the Corporation may withhold
and set-off against compensation payable to Grantee the amount of
such required payment.

 


10. TAX
ADVICE. GRANTEE HEREBY ACKNOWLEDGES THAT NEITHER THE
CORPORATION NOR ANY OF ITS REPRESENTATIVES (INCLUDING ANY DIRECTOR,
OFFICER, EMPLOYEE OR PROFESSIONAL ADVISOR THEREOF) HAS PROVIDED TO
GRANTEE ANY TAX-RELATED ADVICE WITH RESPECT TO THE MATTERS COVERED
BY THIS AGREEMENT. GRANTEE UNDERSTANDS AND ACKNOWLEDGES THAT HE IS
SOLELY RESPONSIBLE FOR OBTAINING HIS OWN TAX ADVICE (AT
GRANTEE’S COST) WITH RESPECT TO THE MATTERS COVERED BY THIS
AGREEMENT.

 


11. ADJUSTMENT
OF SHARES. The number of Restricted Shares issued to Grantee
pursuant to this Agreement shall equitably be adjusted by the
Corporation’s Board in its discretion in the event of a
change in the Corporation’s capital structure.

 


12. AMENDMENT
OF AGREEMENT. This Agreement may only be amended with the
written approval of Grantee and the Corporation.

 


13. GOVERNING
LAW. This Agreement shall be governed in all respects,
whether as to validity, construction, capacity, performance, or
otherwise, by the laws of the State of Arizona, without regard to
conflicts-of-laws principles that would require the application of
any other law.

 



 

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14. SEVERABILITY.
If any provision of this Agreement, or the application of any such
provision to any person or circumstance, is held to be
unenforceable or invalid by any court of competent jurisdiction or
under any applicable law, the parties hereto shall negotiate an
equitable adjustment to the provisions of this Agreement with the
view to effecting, to the greatest extent possible, the original
purpose and intent of this Agreement, and in any event, the
validity and enforceability of the remaining provisions of this
Agreement shall not be affected thereby.

 


15. ENTIRE
AGREEMENT. This Agreement constitutes the entire, final, and
complete agreement between the parties hereto with respect to the
subject matter hereof and supersede all prior agreements, promises,
understandings, negotiations, representations, and commitments,
both written and oral, between the parties hereto with respect to
the subject matter hereof. Neither party hereto shall be bound by
or liable for any statement, representation, promise, inducement,
commitment, or understanding of any kind whatsoever not expressly
set forth in this Agreement.

 


[Signatures
appear on the following page]


 


 


 


 


IN
WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized representative and Grantee has
signed this Agreement, in each case as of the day and year first
written above.

 





	
 

	


CORPORATION:

	
 


	
 

	
 

	

 

	
 


	
 

	


WEED,
Inc., a Nevada corporation

	
 


	
 

	
 

	

 

	
 


	
 

	
 

	
 

	
 


	
 

	
By:


	
 

	
 


	
 

	
 

	
 Authorized
Signatory  



	
 


	
 

	
 

	
 

	
 


	
 

	
  

	
 


	
 

	
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