Exhibit 10.4


 


COMMON
STOCK PURCHASE WARRANT


 


VOID
AFTER 5:00 P.M., EASTERN TIME ON JANUARY 3, 2019


 


For
the Purchase of Fifteen Percent (15%) of the 


Issued
and Outstanding Shares of Common Stock, $0.001 Value


of


MyDx,
Inc.


a
Nevada corporation


 


THIS
CERTIFIES THAT, for value received, YCIG, INC (the “Holder”), as registered owner of this Common Stock Purchase Warrant
(“Warrant”), is entitled to, at any time at or before the Expiration Date (as defined below), but not thereafter,
to subscribe for, purchase and receive fifteen percent (15%) of the common shares issued and outstanding as of January 3, 2017,
of the fully paid and non assessable shares of common stock (the “Common Stock”), of MyDx, Inc., a Nevada corporation
(the “Company”), at $.001 per share (the “Exercise Price”), upon presentation and surrender of this Warrant
and upon payment by cashier’s check, wire transfer or credit of the Exercise Price for such Common Stock to the Company
at the principal office of the Company; provided, however, that upon the occurrence of any of the events specified in the Statement
of Rights of Warrant Holder, a copy of which is attached as Annex 1 hereto, and by this reference made a part hereof, the rights
granted by this Warrant shall be adjusted as therein specified.


 


Upon
exercise of this Warrant, the form of election must be duly executed and the instructions for registration of the Shares acquired
by such exercise must be completed.


 


The
term Expiration Date (the “Expiration Date”) means the earliest of (i) the first anniversary of the date hereof, (ii)
immediately prior to the sale of all of substantially all of the Company’s assets, or (iii) immediately prior to a merger
or consolidation in which securities possessing more than 50% of the total combined voting power of the Company’s outstanding
securities are transferred to a person or persons different from the persons holding those securities immediately prior to such
transaction; provided, that the Company shall give notice to the Holder at least ten (10) days prior to the events set forth in
clauses (i), (ii) and (iii) above.


 


If
the subscription rights represented hereby are not exercised at or before the Expiration Date, this Warrant shall become void,
and all rights represented hereby shall cease and expire.


 


This
Warrant may be exercised in accordance with its terms in whole or in part. In the event of the exercise or assignment hereof in
part only, the Company shall cause to be delivered to the Holder a new Warrant of like tenor to this Warrant in the name of the
Holder, evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Warrant has
not been exercised or assigned.


 


In
no event shall this Warrant (or the Shares issuable, upon full or partial exercise hereof) be offered or sold except in conformity
with the Securities Act of 1933; as amended.


 









     


     


    

 


COMMON
STOCK PURCHASE WARRANT


SIGNATURE
PAGE


 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer this January 3, 2017.


 





	 	MyDx,
    Inc.
	 	 
	 	By:	/s/
                                         Daniel Yazbeck




	 	 	Daniel
    Yazbeck
	 	 	Chief
    Executive Officer


 






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Form
to be used to exercise Warrant:


 


	TO:	MyDx,
Inc.	DATE: _______________


 


The
Undersigned hereby elects, irrevocably, to exercise the Warrant and to purchase ________ shares of Common Stock of the Company,
and hereby makes payment by cashier’s check of $________________ (at $____) in payment of the Exercise Price pursuant thereto.
Please issue the Shares as to which this Warrant is exercised in the name of:


__________________________________


(Name)


 __________________________________


(Address)


 __________________________________


(Taxpayer
Number)


 


and
if said number of Warrants exercised shall not be all the Warrants evidenced by the within Warrant Certificate, issue a new Warrant
Certificate for the remaining balance of Warrants to the undersigned at the address stated below.


 





	Name of Holder:	______________________________________________	 
	 	(Please
Print)	 
	 	 	 
	Signature:	 ______________________________________________ 	 
	 	 	 
	 	______________________________________________ 	 
	 	(Address)	 


 


		NOTICE:	The
                                         signature to exercise must correspond with the name as written upon the face of the Warrant
                                         in every particular without alteration or enlargement or any change whatsoever.



 






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Form
to be used to transfer Warrants:


 





	TO:	MyDx, Inc.
	 	 
	DATE:	___________________________


 


For
value received, _______________________ hereby sells, assigns and transfers unto __________________________ (Tax ID No._____________________)
the attached Warrant, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint
the Secretary of the Company attorney, to transfer said Warrant Certificate on the books of the company, with full power of substitution
in the premises.


 





	Name of Holder:	______________________________________________	 
	 	(Please
Print)	 
	 	 	 
	Signature:	 ______________________________________________ 	 
	 	 	 
	 	______________________________________________ 	 
	 	(Address)	 


 


		NOTICE:	The
                                         signature to transfer must correspond with the name as written upon the face of the Warrant
                                         in every particular without alteration or enlargement or any change whatsoever.



 



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ANNEX
1 TO MyDx, INC.


COMMON
STOCK PURCHASE WARRANT


 


STATEMENT
OF RIGHTS OF WARRANT HOLDER


 


1. Exercise
of Warrant. This Warrant may be exercised in whole or in part at any time at or before the Expiration Date (as defined in
the Warrant), by presentation and surrender hereof to the Company, with the Exercise Form annexed hereto duly executed and accompanied
by payment by cashier’s check or wire transfer of the Exercise Price for the number of shares specified in such form, together
with all federal and state taxes applicable upon such exercise. If this Warrant should be exercised in part only, the Company
shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to
purchase the balance of the shares purchasable hereunder. Upon receipt by the Company of this Warrant and the Exercise Price at
the office or agency of the Company, in proper form for exercise, the Holder shall be deemed to be the holder of record of the
common stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or
that certificates representing such common stock shall not then be actually delivered to the Holder.


 


2. Rights
of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a member in the Company, either at law
or equity, and the rights of the Holder are limited to those expressed in the Warrant and are not enforceable against the Company
except to the extent set forth herein.


 


3. Adjustment
in Number of Shares.


 


(A) Adjustment
for Reclassifications. In case at any time or from time to time after January 3, 2017 (“Issue Date”) the holders
of the Common Stock of the Company (or any shares or other securities at the time receivable upon the exercise of this Warrant)
shall have received, or, on or after the record date fixed for the determination of eligible members, shall have become entitled
to receive, without payment therefore, other or additional shares or other securities or property (other than cash) by way of
share-split, spinoff, reclassification, combination of shares or similar corporate rearrangement (exclusive of any dividend of
its or any subsidiary’s shares), then and in each such case, the Holder of this Warrant, upon the exercise hereof as provided
in Section 1, shall be entitled to receive the amount of securities and property which such Holder would hold on the date of such
exercise if on the Issue Date he had been the holder of record of the number of common stock shares of the Company called for
on the face of this Warrant and had thereafter, during the period from the Issue Date, to and including the date of such exercise,
retained such shares and/or all other or additional securities and property receivable by him as aforesaid during such period,
giving effect to all adjustments called for during such period.


 


(B) Adjustment
for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or any other company the securities
of which are at the time receivable on the exercise of this Warrant) after the Issue Date, or in case, after such date, the Company
(or any such other company) shall consolidate with or merge into another company or convey all, or substantially all, of its assets
to another company, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1 at
any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in
lieu of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the securities or
property to which such Holder would be entitled had the Holder exercised this Warrant immediately prior thereto, all subject to
further adjustment as provided herein; in each such case, the terms of this Warrant shall be applicable to the shares or other
securities or property receivable upon the exercise of this Warrant after such consummation.


 



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3.5 Adjustment
in Exercise Price. Under no circumstances shall the Exercise Price of the Warrant change. Therefore, in the case of a reverse
stock split or recapitalization or any other event, subsequent to any such event, the Exercise Price shall remain $0.001.


 


4. Notices
to Warrant Holders. So long as this Warrant shall be outstanding and unexercised if the Company shall take any action which
would trigger an adjustment (as set forth in Section 3), then, in any such case, the Company shall cause to be delivered to the
Holder, at least ten days prior to the date specified in (x) or (y) below, as the case may be, a notice containing a brief description
of the proposed action and stating the date on which (x) a record is to be taken for the purpose of such dividend, distribution
or rights, or (y) such reclassification, reorganization, consolidation, merger, conveyance; lease, dissolution, liquidation or
winding up is to take place and the date, if any, is to be fixed, as of which the holders of Common Stock of record shall be entitled
to exchange their common stock for securities or other property deliverable upon such reclassification, reorganization, consolidation,
merger, conveyance, dissolution, liquidation or winding up.


 


5. Officer’s
Certificate. Whenever the number of common stock issuable upon exercise of this Warrant or the Exercise Price shall be adjusted
as required by the provisions hereof, the Company shall forthwith file in the custody of its Secretary or an Assistant Secretary
at its principal office, and with its stock transfer agent, if any, an officer’s certificate showing the adjusted number
of common stock or Exercise Price determined as herein provided and setting forth in reasonable detail the facts requiring such
adjustment. Each such officer’s certificate shall be made available at all reasonable times for inspection by the Holder
and the Company shall, forthwith after each such adjustment, deliver a copy of such certificate to the Holder. Such certificate
shall be conclusive as to the correctness of such adjustment.


 


6. Restrictions
on Transfer. The Holder of this Warrant, by acceptance thereof; agrees that, absent an effective registration statement, under
the Securities Act of 1933 (the “Act”), covering the disposition of this Warrant or the Common Stock issued or issuable
upon exercise hereof, such Holder will not sell or transfer any or all of this Warrant or such Common Stock without first providing
the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that such sale or transfer will be
exempt from the registration and prospectus delivery requirements of the Act. The certificates evidencing the Warrant and Common
Stock which will be delivered to such Holder by the Company shall bear substantially the following legend:


 


THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN
ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REQUIREMENTS FOR SUCH REGISTRATION FOR NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE,
TRANSFER. PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED HEREBY OR ANY PORTION THEREOF OR INTEREST THEREIN
MAY NOT BE ACCOMPLISHED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT OR AN OPINION OF COUNSEL TO THE HOLDER
OF THE SECURITIES (UNLESS THE COMPANY DETERMINES IN ITS SOLE DISCRETION TO USE ITS OWN COUNSEL), WITH ANY SUCH COUNSEL AND OPINION
OF COUNSEL TO BE REASONABLY ACCEPTABLE TO THE ISSUER, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.


 



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Each
Holder of this Warrant, at the time all or a portion of such Warrant is exercised, agrees to make such written representations
to the Company as counsel for the Company may reasonably request, in order that the Company may be reasonably satisfied that such
exercise of the Warrant and consequent issuance of Common Stock will not violate the registration and prospectus delivery requirements
of the Act, or other applicable state securities laws.


 


7. Piggyback
Registration Rights. If, at any time after the Issue Date and expiring on the Expiration Date, the Company proposes to
register any of its securities under the Act either for its own account or for the account of others, in connection with the
public offering of such equity securities solely for cash, on a registration form that would also permit the registration of
the common stock issuable upon exercise of this Warrant (“Warrant Shares”), the Company shall promptly give the
Holder written notice of such proposal. Within thirty (30) days after the notice is given, the Holder shall give notice as to
the number of Warrant Shares, if any, which have vested and which the Holder requests be registered simultaneously with such
registration by the Company. The Company shall use its best efforts to include such Warrant Shares in such registration
statement (or in a separate registration statement concurrently filed) which the Holder requests to be so included and to
cause such registration statement to become effective with respect to such shares in accordance with the registration
procedures set forth in Section 8 hereof. If at any time after giving written notice of its intention to register equity
securities and before the effectiveness of the registration statement filed in connection with such registration, the Company
determines for any reason either not to effect such registration or to delay such registration, the Company may, at its
election, by delivery of written notice to the Holder, (i) in the case of a determination not to effect registration, relieve
itself of a reasonably necessary portion of its obligation to register the Warrant Shares under this Section 7 in connection
with such registration, or (ii) in the case of a determination to delay registration, delay the registration of the Warrant
Shares under this Section 7 for the same period as the delay in the registration of such other equity securities. Each Holder
of Warrant Shares requesting inclusion in a registration pursuant to this Section 7 may, at any time before the effective
date of the registration statement relating to such registration, revoke such request by delivering written notice of such
revocation to the Company (which notice shall be effective only upon receipt by the Company); provided, however, that
if the Company, in consultation with its financial and legal advisors, determines that such revocation would require a
recirculation of the prospectus contained in the registration statement, then such Holder of Warrant Shares shall have no
right to revoke its request.


 



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8. Expenses
and Procedures.


 


(A) Expenses
of Registration. All registration expenses (exclusive of underwriting discounts and commissions) shall be borne by the Company;
provided, however, that if a Holder revokes a registration request pursuant to the last sentence of Section 7, the registration
expenses in connection with such revoked registration shall be borne by such Holder. Each Holder of Warrant Shares shall bear
all underwriting discounts, selling commissions, sales concessions and similar expenses applicable to the sale of the Warrant
Shares sold by such Holder.


 


(B) Registration
Procedures. In the case of the registration, qualification or compliance effected by the Company pursuant to Section 7 hereof,
the Company will keep the Holders of Warrant Shares advised as to the initiation of registration, qualification and compliance
and as to the completion thereof. At its expense, the Company will furnish such number of prospectuses and other documents incident
thereto as the Holders or underwriters from time to time may reasonably request.


 


(C) Information.
The Company may require each seller of Warrant Shares as to which any registration is being effected to furnish such information
regarding the distribution of such Warrant Shares as the Company may from time to time reasonably request and the Company may
exclude from such registration the Warrant Shares of any seller who unreasonably fails to furnish such information after receiving
such request.


 


(D) Blue
Sky. The Company will, as expeditiously as possible, use its best efforts to register or qualify the Warrant Shares covered
by a registration statement at the expense of the Company in such jurisdictions as the holders of such Warrant Shares or, in the
case of an underwritten public offering, the managing underwriter shall reasonably request at the expense of the Holders of the
Warrant Shares being registered provided that the Company shall not be required in connection with any such registration or qualification
or as a condition thereto to qualify to do business in any jurisdiction where it is not so qualified or to take any action which
would subject it to taxation or service of process in any jurisdiction where it is not otherwise subject to such taxation or service
of process.


 


(E) Notification
of Material Events. The Company will, as expeditiously as possible, immediately notify each holder of Warrant Shares under
a registration statement, at any time when a prospectus relating thereto is required to be delivered under the Act, of the happening
of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing and, as expeditiously as possible, amend or supplement
such prospectus to eliminate the untrue statement or the omission.


 



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9. Indemnification.


 


(A) Indemnification
by Company. The Company shall, without limitation as to time, indemnify and hold harmless, to the full extent permitted by
law, each holder of Warrant Shares, its officers, directors, agents and employees, each person who controls such holder (within
the meaning of Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934, as amended, hereinafter the “Exchange
Act”), and the officers, directors, agents or employees of any such controlling person, from and against all losses, claims,
damages, liabilities, costs (including, without limitation, all reasonable attorneys’ fees) and expenses (collectively “Loss”
or “Losses”), as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material
fact contained in any registration statement, prospectus or preliminary prospectus or any amendment or supplement thereto, or
arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to
make the statements therein in light of the circumstances under which they were made (in the case of any prospectus) not misleading,
except insofar as the same are based solely upon information furnished to the Company by such holder for use therein; provided,
however, that the Company shall not be liable in any such case to the extent that any such Loss arises out of or is based upon
an untrue statement or alleged untrue statement or omission made in any preliminary prospectus or prospectus if (i) such holder
failed to send or deliver a copy of the prospectus or prospectus supplement with or prior to the delivery of written confirmation
of the sale of Warrant Shares and (ii) the prospectus or prospectus supplement would have corrected such untrue statement or omission.
If requested, the Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry
professionals participating in the distribution, their officers, directors, agents and employees and each person who controls
such persons (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) to the same extent as provided above
with respect to the indemnification of the Holders of Warrant Shares. It is agreed that the indemnity agreement contained in this
Section 9(A) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent
of the Company (which consent has not been unreasonably withheld).


 


(B) Conduct
of Indemnification Proceedings. If any action or proceeding (including any governmental investigation or inquiry) shall be
brought or any claim shall be asserted against any person entitled to indemnity hereunder (an “Indemnified Party”),
such indemnified party shall promptly notify the party from which such indemnity is sought (the “Indemnifying Party”)
in writing, and the indemnifying party shall assume the defense thereof including the employment of counsel reasonably satisfactory
to the indemnified party and the payment of all fees and expenses incurred in connection with the defense thereof. All such fees
and expenses (including any fees and expenses incurred in connection with investigation or preparing to defend such action or
proceeding) shall be paid to the indemnified party, as incurred, within 20 days of written notice thereof to the indemnifying
party; provided, however, that if, in accordance with this Section 9, the indemnifying party is not liable to the indemnified
party, such fees and expenses shall be returned promptly to the indemnifying party. Any such indemnified party shall have the
right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be the expense of such indemnified party unless (a) the indemnifying party has agreed to pay
such fees and expenses, (b) the indemnifying party shall have failed promptly to assume the defense of such action, claim or proceeding
and to employ counsel reasonably satisfactory to the indemnified party in any such action, claim or proceeding, or (c) the named
parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the
indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to the indemnifying party (in which case, if such indemnified
party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying
party, the indemnifying party shall not have the right to assume the defense of such action, claim or proceeding on behalf of
such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action,
claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate
firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the opinion
of counsel for such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified
parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the
fees and expenses of such additional counsel or counsels). No indemnifying party will consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the release of such indemnified party from all liability
in respect to such claim or litigation without the written consent (which consent will not be unreasonably withheld) of the indemnified
party. No indemnified party shall consent to entry of any judgment or enter into any settlement without the written consent (which
consent will not be unreasonably withheld) of the indemnifying party from which indemnify or contribution is sought.


 



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(C) Contribution.
If the indemnification provided for in this Section 9 is unavailable to an indemnified party under Section 9(A) or 9(B) hereof
(other than by reason of exceptions provided in those Sections) in respect of any Losses, then each applicable indemnifying party
in lieu of indemnifying such indemnified party shall contribute to the amount paid or payable by such indemnified party as a result
of such Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party
in connection with the actions, statements or omissions which resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such indemnifying party and the indemnified party shall be determined by reference to, among
other things, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or
omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by such indemnifying
party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed
to include, subject to the limitations set forth in Section 9(B), any legal or other fees or expenses reasonably incurred by such
party in connection with any action, suit, claim, investigation or proceeding.


 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 9(C) were determined by
pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred
to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.


 


10. Loss
or Mutilation. Upon receipt by the Company of evidence satisfactory to it (in the exercise of reasonable discretion) of the
ownership of and the loss, theft, destruction or mutilation of any Warrant and (in the case of loss, theft or destruction) of
indemnity satisfactory to it (in the exercise of reasonable discretion), and (in the case of mutilation) upon surrender and cancellation
thereof, the Company will execute and deliver in lieu thereof a new Warrant of like tenor.


 


11. Reservation
of Shares. The Company shall at all times reserve and keep available for issue upon the exercise of Warrants such number of
its authorized but unissued common stock as will be sufficient to permit the exercise in full of all outstanding Warrants.


 



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12. 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, to the address furnished to the Company in writing by the last Holder of this Warrant who
shall have furnished an address to the Company in writing.


 


13. Change;
Waiver. Neither this Warrant nor any term hereof may be changed, waived, discharged or terminated orally but only by an instrument
in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.


 


14. Law
Governing. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of Nevada.


 


DATED:January
3, 2017


 





	 	MyDx,
    Inc.
	 	A
    Nevada corporation
	 	 
	 	By:	/s/
                                         Daniel Yazbeck




	 	 	Daniel
    Yazbeck
	 	 	Chief
    Executive Officer


 


 


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