Form of Warrant Agreement








 











Exhibit
10.8



 



WEED INC.


 


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE
ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE
EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE
UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii)
AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY
SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM
REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS
AVAILABLE.


 



WEED No. XXXX


 



STOCK PURCHASE WARRANT


 


THIS IS
TO CERTIFY that, for value received, XXXXXX., a Arizona corporation
and/or assigns (the “Holder”) is entitled, subject to
the terms and conditions set forth herein, to purchase from WEED
Inc., a Nevada corporation (the “Company”) up to
XXXXXXXXXXXXXXXX (XXX,XXX) fully paid and nonassessable shares of
common stock of the Company (the “Warrant Securities”)
at the initial price of $3.00 (Three Dollars) per share but subject
to adjustment as provided in Section 3 below, (the “Exercise
Price”), upon payment by cashier’s check or wire
transfer of the Exercise Price for such shares of the Common Stock
to the Company at the Company’s offices.


 


1.   
        Exercisability. This
Warrant may be exercised in whole or in part at any time, or from
time to time, between the date hereof and 5:00 p.m. Pacific
Standard Time on XXXXXXX., 2019, by presentation and surrender
hereof to the Company of a notice of election to purchase duly
executed and accompanied by payment by check or wire transfer of
the Exercise Price.


 


2.   
        Manner of Exercise.
In case of the purchase of less than all the Warrant Securities,
the Company shall cancel this Warrant upon the surrender hereof and
shall execute and deliver a new warrant of like tenor for the
balance of the Warrant Securities. Upon the exercise of this
Warrant, the issuance of certificates for securities, properties or
rights underlying this Warrant shall be made forthwith (and in any
event within three (3) business days thereafter) without charge to
the Holder including, without limitation, any tax that may be
payable in respect of the issuance thereof: provided, however, that
the Company shall not be required to pay any tax in respect of
income or capital gain of the Holder.


 

 


 



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If and
to the extent this Warrant is exercised, in whole or in part, the
Holder shall be entitled to receive a certificate or certificates
representing the Warrant Securities so purchased, upon presentation
and surrender to the Company of the form of election to purchase
attached hereto duly executed, and accompanied by payment of the
purchase price.


 


3.   
        Adjustment in Number of
Shares.


 


(A)           Adjustment
for Reclassifications. In case at any time or from time to
time after the issue date the holders of the Common Stock of the
Company (or any shares of stock 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 stockholders, shall have become entitled to receive,
without payment therefore, other or additional stock or other
securities or property (including cash) by way of stock split,
spin-off, reclassification, combination of shares or similar
corporate rearrangement (exclusive of any stock dividend of its or
any subsidiary’s capital stock), 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 stock and
other 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 shares of Common Stock 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 stock
and other securities and property receivable by him as aforesaid
during such period, giving effect to all adjustments called for
during such period. In the event of any such adjustment, the
Exercise Price shall be adjusted proportionally.


 


(B)           Adjustment
for Reorganization, Consolidation, Merger. In case of any
reorganization of the Company (or any other corporation the stock
or other 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 corporation) shall
consolidate with or merge into another corporation or convey all or
substantially all of its assets to another corporation, 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 stock or other 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 of stock or other
securities or property receivable upon the exercise of this Warrant
after such consummation.


 


4.   
        No Requirement to
Exercise.

 


Nothing
contained in this Warrant shall be construed as requiring the
Holder to exercise this Warrant prior to or in connection with the
effectiveness of a registration statement.

 


 

 


 



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5.   
        No Stockholder
Rights. Unless and until this Warrant is exercised, this
Warrant shall not entitle the Holder hereof to any voting rights or
other rights as a stockholder of the Company, or to any other
rights whatsoever except the rights herein expressed, and, no
dividends shall be payable or accrue in respect of this
Warrant.


 


6.            Registration
Rights. If the Company at any time proposes to register any
of its securities under the Act, including under an S-1
Registration Statement or otherwise, it will each such time give
written notice to all holders of outstanding warrants of its
intention so to do. Upon the written request of a holder or holders
of any such warrants given within 30 days after receipt of any such
notice, the Company will use its best efforts to cause all shares
underlying the exercise of such warrants to be registered under the
Act (with the securities which the Company at the time propose to
register); provided, however, that the Company may, as a condition
precedent to its effective such registration, require each Holder
to agree with the Company and the managing underwriter or
underwriters of the offering to be made by the Company in
connection with such registration that such Holder will not sell
any securities of the same class or convertible into the same class
as those registered by the Company (including any class into which
the securities registered by the Company are convertible) for such
reasonable period after such registration becomes effective (not
exceeding 90 days) as shall then be specified in writing by such
underwriter or underwriters if in the opinion of such underwriter
or underwriters the Company's offering would be materially
adversely affected in the absence of such an agreement. All
expenses incurred by the Company in complying with this Section,
including without limitation all registration and filing fees,
listing fees, printing expenses, fees and disbursements of all
independent accountants, or counsel for the Company and the expense
of any special audits incident to or required by any such
registration and the expenses of complying with the securities or
blue sky laws of any jurisdiction shall be paid by the
Company.


 


7.   
        Exchange. This
Warrant is exchangeable upon the surrender hereof by the Holder to
the Company for new warrants of like tenor representing in the
aggregate the right to purchase the number of Warrant Securities
purchasable hereunder, each of such new warrants to represent the
right to purchase such number of Warrant Securities as shall be
designated by the Holder at the time of such
surrender.


 


Upon
receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant, and, in
case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it and reimbursement to the company of
all reasonable expenses incidental thereto, and upon surrender and
cancellation hereof, if mutilated, the Company will make and
deliver a new warrant of like tenor and amount, in lieu
hereof.


 


8.   
        Elimination of Fractional
Interests. The Company shall not be required to issue
certificates representing fractions of securities upon the exercise
of this Warrant, nor shall it be required to issue scrip or pay
cash in lieu of fractional interests. All fractional interests
shall be eliminated by rounding any fraction up to the nearest
whole number of securities, properties or rights receivable upon
exercise of this Warrant.


 



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9.   
        Reservation of
Securities. The Company shall at all times reserve and keep
available out of its authorized shares of Common Stock or other
securities, solely for the purpose of issuance upon the exercise of
this Warrant, such number of shares of Common Stock or other
securities, properties or rights as shall be issuable upon the
exercise hereof. The Company covenants and agrees that, upon
exercise of this Warrant and payment of the Principal Value, all
shares of Common Stock and other securities issuable upon such
exercise shall be duly and validly issued, fully paid,
non-assessable and not subject to the preemptive rights of any
stockholder.


 


10.   
        Notices to Holder.
If at any time prior to the expiration of this Warrant or its
exercise, any of the following events shall occur:


 


(a)           the
Company shall take a record of the holders of any class of its
securities for the purpose of entitling them to receive a dividend
or distribution payable otherwise than in cash, or a cash dividend
or distribution payable otherwise than out of current or retained
earnings, as indicated by the accounting treatment of such dividend
or distribution on the books of the Company; or


 


(b)        
the Company shall offer to all the holders of a class of its
securities any additional shares of capital stock of the Company or
securities convertible into or exchangeable for shares of capital
stock of the Company, or any option or warrant to subscribe
therefor; or


 


(c)           a
dissolution, liquidation or winding up of the Company (other than
in connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business as an
entirety shall be proposed.


 


then,
in any one or more said events, the Company shall give written
notice of such event to the Holder at least fifteen (15) days prior
to the date fixed as a record date or the date of closing the
transfer books for the determination of the stockholder entitled to
such dividend, distribution, convertible or exchangeable securities
or subscription rights, or entitled to vote on such proposed
dissolution, liquidation, winding up or sale. Such notice shall
specify such record date or the date of closing the transfer books,
as the case may be.


 


11.   
        Transferability.
This Warrant may not be transferred or assigned by the Holder
without prior written approval by the Company.


 


12.        
Informational
Requirements. The Company will transmit to the Holder such
information, documents and reports as are generally distributed to
stockholders of the Company concurrently with the distribution
thereof to such stockholders.


 


 


 


 


 


 



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13.   
        Notice. Notices to
be given to the Company or the Holder shall be deemed to have been
sufficiently given if delivered personally or sent by overnight
courier or messenger, or by facsimile transmission. Notices shall
be deemed to have been received on the date of personal delivery or
facsimile transmission. The address of the Company and of the
Holder shall be as set forth in the Company’s books and
records.


 


14.            Consent
to Jurisdiction and Service. The Company consents to the
jurisdiction of any court of the State of Arizona, and of any
federal court located in Arizona, in any action or proceeding
arising out of or in connection with this Warrant. The Company
waives personal service of any summons, complaint or other process
in connection with any such action or proceeding and agrees that
service thereof may be made at the location provided in Section 13
hereof, or, in the alternative, in any other form or manner
permitted by law. Pima County, Arizona shall be proper
venue.


 


15.            Successors.
All the covenants and provisions of this Warrant shall be binding
upon and inure to the benefit of the Company, the Holder and their
respective legal representatives, successors and
assigns.


 


16.            Attorneys
Fees. In the event the Investors or any holder hereof shall
refer this Warrant to an attorney to enforce the terms hereof, the
Company agrees to pay all the costs and expenses incurred in
attempting or effecting collection hereunder, including reasonable
attorney's fees, whether or not suit is instituted.


 


17.       
    Governing Law. THIS
WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS
OF THE STATE OF ARIZONA, WITHOUT GIVING EFFECT TO THE RULES
GOVERNING CONFLICTS OF LAW.


 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed
by the signature of its President and to be delivered in Tucson,
Arizona.


 


 


	
Dated: XXXXXXXXXX
2017 


	
 

	
 WEED
Inc.

A Nevada
corporation


	
 


	
 

	
 

	
 

 

 

 

	
 


	
 

	
 

	
By:   
Glenn E. Martin

Its:     
Chief Executive Officer & President

	
 







 

 


 



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[FORM
OF ELECTION TO PURCHASE]


 


 


The
undersigned, the holder of the attached Warrant, hereby irrevocably
elects to exercise the purchase right represented by this Warrant
Certificate for, and to purchase securities of WEED, Inc. and
herewith makes payment of $__________ therefor, and requests that
the certificates for such securities be issued in the name of, and
delivered to ___________________, whose address is
______________________________.


 


 


 


 



Dated:                       

____________________,
20___






                                                         

 


	
 

	
 

	
 

	
 


	
 

	
 

By:

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

Its:

	
 

	
 


	
 

	

(Signature must
conform in all respects to name of holder as specified on the face
of the Warrant Certificate)   



	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	

(Insert Social
Security or Other Identifying Number
of Holder)

	
 







 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 





 




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