Exhibit
4.12


 





 


THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES THAT MAY BE ACQUIRED UPON CONVERSION MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER PROVISIONS OF SUCH SECURITIES LAWS AND, IN THE
CASE OF ANY EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION
DOES NOT REQUIRE REGISTRATION OF THE SECURITIES.


 


	1,000,000
    shares	October
    11th, 2018


 


STOCK
PURCHASE WARRANT


 


NUTRAFUELS,
Inc., a Florida corporation (the “Company”), hereby certifies that, for investment made by, FMG
LLC/Mike Farr. (“Investor”), with offices at HC61 Box 165 Battle Mt, NV (“Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time, on or after
the date hereof and prior to the three year anniversary of the date hereof October 21st 2021 (the
“Expiration Date”), 1,000,000 shares fully paid and non-assessable shares of Common Stock (as
defined in Section 1.1 below) equal to the Initial Warrant Number at twenty cents ($0.20) price per share equal to the
Initial Exercise Price.


 


1.
DEFINITIONS. As used herein the following terms have the following respective meanings:


 


1.1.
The term “Stock” includes (a) the Company’s Common Stock, at [$0.20] per share, and
(b) any other securities into which or for which any of the securities described in clause (a) above have been converted
or exchanged pursuant to the Certificate of Determination of Preferences applicable to such securities, or any plan of recapitalization,
reorganization, merger or consolidation, or otherwise.


 


1.2.
The term “Company” shall mean NUTRAFUELS, Inc.


 


1.3.
The term “Initial Exercise Price” shall mean twenty cents ($0. 20 USD) per share.


 


1.4.
The term “Person” shall mean an individual, partnership, limited liability company, corporation,
association, trust, joint venture, unincorporated organization or any government, governmental department or agency or political
subdivision thereof.


 


1.5.
The term “Warrant Exercise Period” shall mean the period beginning on the date hereof and ending
on the Expiration Date.


 


2.
EXERCISE OF WARRANT. Subject to the limitations set forth in Section 3, this Warrant may be exercised (in whole and
not in part) by Holder at any time during the Warrant Exercise Period by surrender of this Warrant to the Company at its principal
office, together with (a) the Form of Subscription at the end hereof duly executed by Holder, (b) such other documents,
statements, subscription agreements or other items as may be reasonably requested by the Company in furtherance of the requirements
set forth in Section 3 and (c) payment, by certified check payable to the order of the Company or by wire transfer to its
account, in the amount obtained by multiplying the number of shares of Stock for which this Warrant is then being exercised by
the Exercise Price then in effect.


 





 


NutraFuels
Inc. 6601 Lyons Rd Unit L6 Coconut Creek FL 33073


WWW.OTCMarkets.com OTCQB: NTFU

NutraFuels.com

1.888.509.8901


 




    	 



    	 



    




 


3.
RESTRICTIONS ON TRANSFER.


 


3.1.
Securities Law Restrictions. Holder hereby acknowledges that neither this Warrant nor any of the securities that may
be acquired upon exercise of this Warrant have been registered under the Securities Act of 1933, as amended, or under the securities
laws of any state. Holder acknowledges that, upon exercise of this Warrant, the securities to be issued upon such exercise may
become subject to applicable federal and state securities (or other) laws requiring registration, qualification or approval of
governmental authorities before such securities may be validly issued or delivered upon notice of such exercise. With respect
to any such securities, this Warrant may not be exercised by, and securities shall not be issued to, Holder in any state in which
such exercise would be unlawful. Holder agrees that the Company may place such legend or legends on certificates representing
securities issued upon exercise of this Warrant as the Company may reasonably deem necessary to comply with applicable state and
federal securities laws for the issuance of such securities.


 


3.2.
Representations by Holder. By acceptance of this Warrant as set forth below, Holder represents and warrants to the
Company that Holder is acquiring this Warrant, and will acquire any shares of Stock issued upon exercise of this Warrant, for
Holder’s own account and for investment and without any present intention of selling or otherwise disposing of this Warrant
or any such shares of Stock.


 


3.3.
Warrant Non-Transferable. This Warrant is not transferable by Holder without the express prior written consent of the
Company, which consent may be withheld at the Company’s sole discretion unless Holder establishes to the Company’s
satisfaction that the transfer is in compliance with all federal and state securities laws and that the transferee will be bound
by the terms of this Warrant and the Company’s Shareholders Agreement of even date.


 


4.
DELIVERY OF STOCK CERTIFICATES ON EXERCISE.


 


4.1.
Delivery. Subject to the terms and conditions of this Warrant, as soon as practicable after the exercise of this Warrant,
and in any event within ten (10) days thereafter, the Company at its expense (including the payment by it of any applicable issue
taxes) will cause to be issued in the name of and delivered to Holder a certificate or certificates for the number of fully paid
and non-assessable shares of Stock to which such Holder shall be entitled upon such exercise, together with any other stock or
other securities and property (including cash, where applicable) to which Holder is entitled upon such exercise.


 


4.2.
Fractional Shares. This Warrant may not be exercised as to fractional shares of Stock. In the event that the exercise
of this Warrant, in full or in part, results in the issuance of any fractional share of Stock, then in such event Holder shall
be entitled to cash equal to the fair market value of such fractional share as determined by the Company’s Board of Directors.


 





    	 



    	 



    







 


5.
ADJUSTMENT FOR DIVIDENDS, DISTRIBUTIONS AND RECLASSIFICATIONS. In case at any time or from time to time the holders
of Stock shall have received, or (on or after the record date fixed for the determination of shareholders eligible to receive)
shall have become entitled to receive, without payment therefore: (a) other or additional stock or other securities or
property (other than cash) by way of dividend; or, (b) other or additional (or less) stock or other securities or property
(including cash) by way of automatic conversion, spin-off, split-up, reclassification, recapitalization, combination of shares
or similar corporate restructuring; other than additional shares of Stock issued as a stock dividend or in a stock split
(adjustments in respect of which are provided for in Section 7), then and in each such case Holder on the exercise hereof as provided
in Section 2 above shall be entitled to receive the amount of stock and other securities and property (including cash in the case
referred to in subsection (b) of this Section 5) which Holder would have held on the date of such exercise if, on the date of
the events described in subsections (a) and (b) above, Holder had been the holder of record of the number of shares of Stock subject
to such exercise and had thereafter, during the period from the date of such events to and including the date of such exercise,
retained such shares and all such other or additional stock and other securities and property (including cash in the case referred
to in subsection (b) of this Section 5) receivable by Holder as aforesaid during such period, giving effect to all further adjustments
called for during such period by Sections 6 and 7.


 


6.
ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.


 


6.1.
Certain Adjustments. In case at any time or from time to time the Company shall (a) consolidate with or merge
into any other person or (b) transfer all or substantially all of its properties or assets to any other Person under any
plan or arrangement contemplating the dissolution of the Company, then in each such case on the exercise hereof as provided in
Section 2 at any time after the consummation of such consolidation or merger or transfer of assets (and prior to the effective
date of such dissolution), as the case may be, Holder shall receive, in lieu of the Stock issuable on such exercise prior to such
consummation, the stock and other securities and property (including cash) to which Holder would have been entitled upon such
consummation or in connection with such dissolution, as the case may be, if Holder had so exercised this Warrant immediately prior
thereto, all subject to further adjustment thereafter as provided in Sections 5 and 7.


 


6.2.
Continuation of Terms. Upon any consolidation or merger referred to in Section 6.1(a), this Warrant shall continue
in full force and effect and the terms hereof shall be applicable to the shares of Stock and other securities and property receivable
upon the exercise of this Warrant after the consummation of such merger or consolidation and shall be binding upon the issuer
of any such Stock or other securities whether or not such person shall have expressly assumed the terms of this Warrant. Upon
any partial exercise of this Warrant, this Warrant shall continue in full force and effect and the terms hereof shall be applicable
to the remaining unexercised shares of Stock covered hereby. Anything herein to the contrary notwithstanding, in the event of
a transfer of assets as described in Section 6.1(b), this Warrant shall expire and be of no further force or effect upon the dissolution
of the Company, as and to the extent the Warrant is not properly exercised prior to the effective date of such dissolution.


 




    	 



    	 



    




 


7.
STOCK SPLITS AND STOCK DIVIDENDS. If at any time there shall occur any stock split, stock dividend, reverse stock split
or other subdivision of Stock (a “Stock Event”), then the number of shares of Stock to be received by
the Holder of this Warrant shall be appropriately adjusted such that the proportion of the number of shares issuable hereunder
immediately prior to such Stock Event to the total number of shares of the Company outstanding immediately prior to such Stock
Event is equal to the proportion of the number of shares issuable hereunder immediately after such Stock Event to the total number
of shares of the Company outstanding immediately after such Stock Event. The Exercise Price shall be proportionately decreased
or increased upon the occurrence of any Stock Event.


 


8.
CERTAIN OBLIGATIONS OF THE COMPANY. The Company covenants that it will at all times reserve and keep available out
of its authorized and unissued Stock, solely for the purpose of issuance upon exercise of this Warrant, a number of shares of
Stock equal to the number of shares of Stock issuable upon exercise of this Warrant in effect from time to time. The Company will
from time to time, in accordance with the laws of the State of Florida, take action to increase the authorized amount of its Stock
if at any time the number of shares of Stock authorized but remaining unissued and unreserved for other purposes shall be insufficient
to permit the exercise of this Warrant in full. The Company will maintain an office where presentations and demands to or upon
the Company in respect of this Warrant may be made. The Company will give notice in writing to Holder, at the address of the Holder
of this Warrant appearing on the books of the Company, of each change in the location of such office.


 


9.
CERTIFICATE AS TO ADJUSTMENTS. In case of any event that may require any adjustment or readjustment in the shares of
Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare and send to Holder a certificate
setting forth such adjustment or readjustment, including a statement of (a) the number of shares of Stock then outstanding
on a fully diluted basis, (b) the number of shares of Stock to be received upon exercise of this Warrant, as in effect
immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7) on account thereof,
and (c) a calculation of the new Exercise Price in case of any adjustment of the Exercise Price.


 


10.
NOTICES OF RECORD DATE. In the event of: (a) any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution,
or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property,
or to receive any other right; (b) any automatic conversion of the Stock into any other securities of the Company; (c)
any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or
any transfer of all or substantially all the assets of the Company to or any consolidation with or merger of the Company into
any other Person; or (d) any voluntary or involuntary dissolution, liquidation or winding up of the Company, then, and
in each such event, the Company will mail or cause to be mailed to Holder a notice specifying (i) the date on which any
such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such
dividend, distribution or right, and (ii) the estimated date on which any such conversion, reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding up is to take place, and the time, if any
is to be fixed, as of which the holders of record of Stock shall be entitled to exchange their shares of Stock for securities
or other property deliverable on such conversion, reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding up. Such notice shall be mailed at least 15 days prior to the date specified in such
notice on which any such action is expected to be taken.



 




    	 



    	 



    







 


11.
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, or sent by facsimile machine to such address or facsimile number set forth
on the signature page hereof, unless and until Holder furnishes to the Company a different address or facsimile number.


 


12.
MISCELLANEOUS. In case any provision of this Warrant shall be invalid, illegal or unenforceable, or partially invalid,
illegal or unenforceable, the provision shall be enforced to the extent, if any, that it may legally be enforced and the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. This Warrant and
any term hereof may be changed, waived, discharged or terminated only by a statement in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought. Holder shall have no rights as a shareholder of the Company
until the date of the issuance to Holder of stock certificates for Stock upon the exercise of the Warrant in accordance with the
terms hereof. This Warrant shall be governed by and construed in accordance with the domestic substantive laws (and not the conflict
of law rules) of Florida. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect
any of the terms hereof.


 


IN
WITNESS WHEREOF, the Company has caused this Stock Purchase Warrant to be executed by its duly authorized officer as of the
date first above written.


 


ACKNOWLEDGED
AND AGREED:


 


	 	NUTRAFUELS, Inc.	 
	 	 	 
	By: 	/s/
    Edgar Ward	 
	 	Edgar
    Ward