Exhibit
10.31


 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHCEATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION
IS NOT REQUIRED.


 


	Warrant
    No.: DB-2020	Issue
    Date: January 11, 2021


 


MJ
HOLDINGS, INC.


WARRANT
TO PURCHASE SHARES


 


This
Warrant is issued to Douglas Brown (“Holder”) by MJ Holdings,, Inc., a Nevada corporation (the “Company”),
in connection with the purchase of 1,402,279 shares of the Company’s $.001 par value common stock (the “Common Stock”)
at a purchase price equal to $0.088808889 per share for a total amount received from Holder in the amount US$124,535.


 


1.
Purchase of Shares. Subject to the terms and conditions hereinafter set forth, the Holder of this Warrant is entitled, upon surrender
of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in
writing), to purchase from the Company up to 250,000 fully paid and non-assessable shares of the Company’s Common Stock
(each a “Share” and collectively the “Shares”) at an exercise price equal to $0.10.


 


2.
Exercise Period. This Warrant shall be exercisable, in whole or in part, during the term commencing on the Issue Date of this
Warrant and ending at 5 p.m. Eastern Daylight Time on January 10, 2025. (the “Exercise Period”).


 


3.
Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with Sect ion 2 above, the holder may
exercise from time to time, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:


 


(a)
the surrender of the Warrant, together with a notice of exercise to the Secretary of the Company at its principal offices; and


 


(b)
the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased.


 


4.
Certificates for Shares; Amendments of Warrants. Upon the exercise of the purchase rights evidenced by this Warrant, one or more
certificates for the number of Shares so purchased shall be issued as soon as practicable thereafter, and in any event within
thirty (30) days of the delivery of the subscription notice. Upon partial exercise, the Company shall promptly issue an amended
Warrant representing the remaining number of Shares purchasable t hereunder. All other terms and conditions of such amended Warrant
shall be identical to those contained herein.


 


5.
Issuance of Shares. The Company covenants that (i) the Shares, when issued pursuant to the exercise of this Warrant, will be duly
and validly issued, fully paid and non-assessable and free from all taxes, liens, and charges with respect to the issuance thereof,
(ii) during the Exercise Period the Company will reserve from its authorized and unissued Common Stock sufficient Shares in order
to perform its obligations under this warrant.


 




    	 	 	 



    	 	 	 



    

 





6.
Adjustment of Exercise Price and Number of Shares. The number of and kind of securities purchasable upon exercise of this Warrant
and the Exercise Price shall be subject to adjustment from time to time as follows:


 


(a)
Subdivisions, Combinations and Other Issuances. If the Company shall at any time before the expiration of this Warrant subdivide
the Share s, by split-up or otherwise, or combine its Shares, or issue additional shares of its Shares as a dividend, the number
of Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or
stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the purchase
price payable per share, but the aggregate purchase price payable for the total number of Shares purchasable under this Warrant
(as adjusted) shall remain the same. Any adjustment under this Section G(a) shall become effective at the close of business on
the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no
record date is fixed, upon the making of such dividend.


 


(b)
Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the
capital stock (including because of a change of control) of the Company (other than as a result of a subdivision, combination,
or stock dividend provided for in Section G(a) above), then the Company shall make appropriate provision so that the holder of
this Warrant shall have the right at any time before the expiration of this Warrant to purchase, at a total price equal to that
payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable
in connection with such reclassification, reorganization, or change by a holder of the same number of Shares as were purchasable
by the holder of this Warrant immediately before such reclassification, reorganization, or change. In any such case, appropriate
provisions shall be made with respect to the rights and interest of the holder of this Warrant so that the provisions hereof shall
thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof,
and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price
shall remain the same.


 


(c)
Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of
the Warrant, or in the Exercise Price, the Company shall promptly notify the holder of such event and of the number of Shares
or other securities or property thereafter purchasable upon exercise of this Warrant.


 


7.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise
Price then in effect.


 


8.
Representations of the Company. The Company represents that all corporate actions on the part of the Company, its officers, directors
and stockholders necessary for the sale and issuance of this Warrant have been taken.


 




    	 	 	 



    	 	 	 



    

 


9.
Representations and Warranties by the Holder. The Holder represents and warrants to the Company as follows:


 


(a)
This Warrant and the Shares Issuable upon exercise thereof are being acquired for its own account, for investment and not with
a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities
Act of 1933, as amended (the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company,
confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being
acquired for investment and not with a view toward distribution or resale.


 


(b)
The Holder understands that the Warrant and the Shares have not been registered under the Act by reason of their issuance in a
transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(2)t hereof, and
that they must be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment
indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such registration.


 


(c)
The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and
risks of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests
in connection therewith.


 


(d)
The Holder is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant.


 


(e)
The Holder is an “accredited Investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.


 


10.
Restrictive Legend. The Shares (unless registered under the Act) shall be stamped or imprint ed with a legend in substantially
the following form:


 


(a)
THE SECURTI IESREPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED (THE “ACT”).
SUCH SECURITIES MAY NOT BE TRANSFERERD UNLESSA REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER
MAY BE MADE PURSUANT TO RULE144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATIONUNDER THE ACT IS UNNECESSARY IN ORDER
FOR SUCH TRANSFER TO COMPLY WITH THE ACT.





 


(b)
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AMENDED AND
RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BETWEEN THE ISSUER AND THEORIGINAL HOLDER OF THESE
SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY. THESE TRANSFER RESTRICTIONSARE BINDING UPON ALL TRANSFEREES
OF THE SECURITIES.THE SECURITIES REPRESENTEDBY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED FOR A PERIOD NOT TO EXCEED 180
DAYS FOLLOWING THE EFFECTIVEDATE OF A REGISTRATIONSTATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLICOFFERING IF REQUESTED BY
THEUNDERWRITERS IN ACCORDANCE WITHSUCH AGREEMENT.


 


11.
Warrants Non-Transferable. The Warrants issued to the Holder hereunder are Non-Transferable except under the following terms:
a) to a spouse; b) to an immediate family member c) upon the incapacity or death of the Holder.


 




    	 	 	 



    	 	 	 



    




 


12.
Rights of Stockholders. No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed
the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any
purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights
of a stockholder of the Company or any right to vote for the election of directors or upon any matter su bmitted to stockholders
at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of
stock, reclassification of st ock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice
of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares
purchasable up on the exercise hereof shall have become deliverable, as provided herein.


 


13.
Lock-up/Leak-out: Buyer acknowledges and agrees that notwithstanding the provisions of Rule 144 of the Securities Act of 1933
or any registration of the underlying Common Stock issued hereunder, the Buyer shall not sell any their shares for a period of
at “least six months from the Exercise Date (“Lock-up”) and further agrees to sell no more than ten percent
(10%) of the average daily trading volumes the Company’s common stock, as published by the OTC, in any given 30 day period
(“Leak-out”).


 


14.
Notices. All notices and other communications required or permitted hereunder shall be in writing, sha ll be effective when given,
and shall in any event be deemed to be given upon receipt or, if earlier, (a) five (S) days after deposit with the U.S. Postal
Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered
by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid
or (d) one business day after the business day of facsimile transmission, if delivered by facsimile transmission with copy by
first class mail, postage prepaid, and shall be addressed (i) if to the Holder, at the Holder’ s address as set forth on
the Schedule of Shareholders as maintained by the Company’s transfer agent, and (ii) if to the Company, at the address of
its principal corporate offices (attention: Corporate Secretary), or at such other address as a party may designate by ten days
advance written notice to the other party pursuant to the provisions above.


 


15.
Governing Law. This Warrant and all actions arising out of or in connection with this Agreement shall be governed by and construed
in accordance with the laws of Nevada, without regard to the conflicts of law provisions of Nevada or of any other state.


 


16.
Rights and Obligations Survive Exercise of Warrant. Unless otherwise provided herein, the rights and obligations of the Company,
of the holder of this Warrant and of the holder of the Shares issued upon exercise of this Warrant, shall survive the exercise
of this Warrant.


 


	 	 
	By:	Roger
    J Bloss	 
	Its:	Interim
    Chief Executive Officer	 


 




    	 	 	 



    	 	 	 



    

 


EXHIBIT
A


 


NOTICE
OF EXERCISE


 


TO:
MJ Holdings, Inc.


1300
S. Jones Blvd Las Vegas, NV 89146


 


Attention:
Corporate Secretary


 


1.
The undersigned hereby elects to purchase shares of Common Stock of MJ Holdings, Inc. (the “Shares”) pursuant to the
terms of the attached Warrant.


2.
The undersigned elects to exercise the attached Warrant by means of a cash payment in the form of a wire transfer, cashier’s
check or other certified funds, and tenders herewith payment in full for the purchase price of the shares being purchased, together
with all applicable transfer taxes, if any.


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


 


Douglas
Brown 1300 S


DeKalb
St. Shelby,


NC
28152


 


4.
The undersigned hereby represents and warrants that the aforesaid Shares are being acquired for the account of the undersigned
for investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has
no present intention of distributing or reselling such shares and all representations and warranties of the undersigned set forth
in Section 9 of the attached Warrant (including Section 9(e) thereof) are true and correct as of the date hereof.


 


	By:	 	 	 
	Name:	Douglas
    Brown	 	 
	 	 	 	Date:
    ___________________