Exhibit 10.6


 


INSTRUMENT OF NONQUALIFIED STOCK OPTION
GRANT


 


Instrument of Grant issued as of this 19th
of February, 2019, from Nutriband Inc., a Nevada corporation, with offices at 121 South Orange Ave., Suite 1500, Orlando, FL 32801
(the “Company”), to Jeffrey T. Patrick (the “Option Holder”).


 


W I T N E S S E T H:


 


WHEREAS, the Company has, on the date of
this Instrument of Grant, granted Option Holder a nonqualified stock option to purchase shares of the Company’s common stock,
par value $0.001 per share (“Common Stock”); and


 


WHEREFORE, the Company does hereby grant
to the Option Holder the following Option:


 


1. Stock
Option. Subject to the terms and conditions set forth in this Instrument of Grant, the Company hereby grants to the Option
Holder a non-qualified stock option (the “Option”) to purchase from the Company 100,000 shares (the “Shares”)
of Common Stock at an exercise price (the “Exercise Price”) equal to 75% of the market price of the Common Stock on
the date the Company receives notice of the exercise of the Option accompanied by payment of the purchase price. The market price
of the Common Stock shall mean (a) if the Common Stock is traded on the NASDAQ Stock Market, the closing price on the date the
Company receives notice of exercise and payment or (b) if the Common Stock is not traded on the NASDAQ Stock Market, closing price
of the Common Stock as reported by the OTC Markets, LLC.


 


2. Exercise
Period. The Option shall be exercisable in whole at any time or in part from time to time during the period commencing on the
date of this Option and ending at 5:00 P.M., Eastern time on the earlier of (a) May 19, 2019 (b) the date that the Option Holder
ceases to be employed by the Company; provided, however, that if such date is a day on which banks in the State of Florida are
authorized or permitted to be closed, then the Exercise Period shall end at 5:00 P.M. Eastern time on the next day which is not
such a day.


 


3. Termination.
The Option shall terminate, and Option Holder shall have no further rights under the Option, on the Expiration Date, subject to
earlier termination to the extent provided in Section 2 of the Option and subject to the provisions of the Plan.


 


4. Manner
of Exercise. The Option shall be exercised by written notice of exercise in the form of Exhibit A to this Instrument of Grant
addressed to the Company and signed by the Option Holder and delivered to the Company along with this Instrument of Grant and payment
in full of the Exercise Price of the Optioned Shares as to which the Option is being exercised. If the Option is exercised in part
only, the Company will either issue a new Instrument of Grant with respect to the unexercised portion of the Option or shall make
a notation on this Instrument of Grant reflecting the partial exercise. The Exercise Price is payable by certified or official
bank check or by personal check; provided, however, that no Optioned Shares shall be issued to Option Holder, and the Option Holder
shall not be a stockholder of the Company with respect to the Optioned Shaers, until the Company has been advised by its bank that
the check has cleared.


 


5. Adjustment
Provisions. The number of shares of Common Stock subject to the Option and the Exercise Price shall be adjusted in accordance
with generally accepted accounting principles in the event of a stock dividend, stock split, stock distribution, reverse split
or other combination of shares, recapitalization or otherwise, which affects the Common Stock.


 






     


     


    

 


6. Not
Transferable. The Option is not transferable by the Option Holder, and may be exercised only by the Option Holder except that,
in the event of the Option Holder’s death or disability, the Option may be exercised by Option Holder’s legal representative
or by the persons to whom the Option is transferred by will or the laws of descent and distribution.


 


7. No
Rights as a Stockholder. The Option Holder shall have no interest in and shall not be entitled to any voting rights or any
dividend or other rights or privileges of a stockholder of the Company with respect to any shares of Common Stock issuable upon
exercise of this Option prior to the exercise of this Option and payment of the Exercise Price of the Optioned Shares.


 


8. No
Rights to Continued Employment. Nothing in this Instrument of Grant shall be constructed as an employment agreement or to grant
any rights to continue as an officer of the Company.


 


9. Legality.
The Option Holder represents and warrants that he is an accredited investor within the meaning of Rule 501(a) of the Securities
and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”).
Anything in this Option to the contrary notwithstanding, the Option Holder agrees that he or she will not exercise the Option,
and that the Company will not be obligated to issue any shares of Common Stock pursuant to this Option, if the exercise of the
Option or the issuance of such shares shall constitute a violation by the Option Holder or by the Company of any provisions of
any law or of any regulation of any governmental authority. Any determination by the Board of Directors or the Compensation Committee
(the “Committee”) of the Board of Directors, if appointed, shall be final, binding and conclusive. The Company shall
not be obligated to take any affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant
thereto to comply with such law or regulation. In this connection, the Option Holder understands that the Optioned Shares, if and
when issued, will be restricted securities, as defined in Rule 144 of the SEC pursuant to the Securities Act. The Company shall
not be required to issue any Shares if the Company is not satisfied that the issuance thereof is permitted pursuant to the Securities
Act without registration under the Securities Act.


 


10. Action
by Company. The existence of the Option shall not effect in any way the right or power of the Company or its stockholders to
make or authorize any or all adjustments, recapitalization, reorganizations or other changes in the Company’s capital structure
or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference
stocks ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale
or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character
or otherwise.


 


11. Interpretation.
As a condition of the granting of the Option, the Option Holder and each person who succeeds to the Option Holder’s rights
hereunder, agrees that any dispute or disagreement which shall arise under or as a result of or pursuant to this Option shall be
determined by the Committee in its sole discretion and that any interpretation by the Committee of the terms of this Agreement
shall be final, binding and conclusive. If no Committee is acting, its functions shall be performed by the Board of Directors,
and each reference in this Option to the Committee shall, in that event, be deemed to refer to the Board of Directors. The rights
of the Option Holder with respect to the Option are subject to the interpretations by the Committee.


 


12. Notice.
Any notice which either party hereto may be required or permitted to give to the other shall be in writing, and any be delivered
personally or by mail, postage prepaid, addressed as follows: to the Company, at 121 South Orange Ave., Suite 1500, Orlando, FL
32801, Attention: Chief Executive Officer, or at such other address as the Company, by notice, may designate in writing from time
to time; to the Option Holder, at the address shown on the records of the Company or at such other address as the Option Holder,
by notice to the Company, may designate in writing from time to time.


 






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IN WITNESS WHEREOF, the Company has executed
this Instrument of Grant as of the date first above written.


 


	 	 	NUTRIBAND INC.
	 	 	 
	 	By:	/s/ Gareth Sheridan 10 March, 2019
	 	 	Gareth Sheridan, Chief Executive Officer
	 	 	 
	Address	 	OPTION HOLDER
	 	 	 
	 	 	/s/ Jeffrey T. Patrick 10 Mar 2019
	 	 	Jeffrey T. Patrick


 


 




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Exhibit A


Date:


 


Nutriband Inc.

121 South Orange Ave., Suite 1500


Orlando, FL 32801

Attention: Chairman and CEO


 


Re: Stock Option
Exercise


 


Gentlemen:


 


I hereby exercise the option
to the extent of _________ shares, and I am tendering with this Notice full payment of the Exercise Price with respect to the Optioned
Shares as to which this Option is being exercised. I further represent and warrant to the Company that I am aware of the tax consequences
of my exercise of the option.


 


	 	Very truly yours,
	 	 
	 	 
	 	Jeffrey T. Patrick


 


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