Exhibit 10.2


 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER
OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES
ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS DURING THE FIRST YEAR.


 


SUBJECT TO THE PROVISIONS OF SECTION
10 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON __________________, 2021 (THE “EXPIRATION DATE”).


 


_________________, 2017


 


DTHERA
SCIENCES


 


WARRANT
TO PURCHASE SHARES OF

COMMON STOCK


 


For
VALUE RECEIVED, _____________________________ (“Warrantholder”) is entitled to purchase, subject to the
provisions and conditions of this Warrant (the “Warrant”), from Dthera Sciences, a Nevada corporation
(“Company”), at any time and not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined
above), at an exercise price per share equal to $0.45 (the exercise price in effect being herein called the “Warrant
Price”), that number of shares (“Warrant Shares”) of the Company’s Common Stock (“Common
Stock”) as set forth on the Signature Page hereto. The number of Warrant Shares purchasable upon exercise of this
Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.


 


Section 1.               
Record Keeping. The Company shall maintain books for the transfer and registration of the Warrant for purposes of
the Company’s books and records. Upon the initial issuance of this Warrant, the Company shall issue and register the Warrant
in the name of the Warrantholder on the Company’s books and records.


 


Section 2.               
Transfers. As provided herein, this Warrant may be transferred only pursuant to a registration statement filed under
the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration.
Subject to such restrictions, the Company shall transfer this Warrant from time to time upon the books to be maintained by the
Company for that purpose, upon surrender hereof for transfer, properly endorsed or accompanied by appropriate instructions for
transfer and such other documents as may be reasonably required by the Company, including, if required by the Company, an opinion
of its counsel to the effect that such transfer is exempt from the registration requirements of the Securities Act, to establish
that such transfer is being made in accordance with the terms hereof, and a new Warrant shall be issued to the transferee and the
surrendered Warrant shall be canceled by the Company.


 


 


 


 






    	 	1	 



     

    

 


Section 3.               
Exercise of Warrant; Mandatory Exercise Period; Forfeiture of Warrants.


 


(a)               
Subject to Section ____ below, the Warrant shall not be exercisable until __________________________, 2019 (the “Warrant
Exercisable Date”), at which time, the entire Warrant shall become exercisable.


 


(b)              
If, during the term of the Warrant, including prior to the Warrant Exercisable Date, the Company’s common stock trades
on the NASDAQ or another national exchange at price of more than $2.50 for 30 consecutive trading days, then the holders of the
Warrants shall have thirty (30) days to exercise the Warrants (the “Mandatory Exercise Period”). After the 30-day Mandatory
Exercise Period terminates, any unexercised Warrants will be forfeited, and the Warrantholder shall lose any and all rights to
such unexercised Warrants.


 


(c)               
Subject to the provisions hereof, the Warrantholder may exercise this Warrant, subject and pursuant to Warrant Exercisable
Date and the Mandatory Exercise Period descriptions set forth above, at any time prior to the Expiration Date, upon surrender of
the Warrant, together with delivery of a duly executed Warrant exercise form, in the form attached hereto as Appendix A (the “Notice
of Exercise”) and payment by cash, certified check or wire transfer of funds of the aggregate Warrant Price for that
number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company’s
principal executive offices (or such other office or agency of the Company as it may designate by notice to the Warrantholder).
The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder or the Warrantholder’s designee, as the
record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered (or the
date evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company has been provided to
the Company), the Warrant Price shall have been paid and the completed Notice of Exercise shall have been delivered. Certificates
for the Warrant Shares so purchased shall be delivered to the Warrantholder within a reasonable time after this Warrant shall have
been so exercised. The certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall
be registered in the name of the Warrantholder or such other name as shall be designated by the Warrantholder, as specified in
the Notice of Exercise. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company
shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the
right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. As used herein, “business
day” means a day, other than a Saturday or Sunday, on which banks in New York City, New York are open for the general transaction
of business. Each exercise hereof shall constitute the re-affirmation by the Warrantholder that the representations and warranties
contained in that certain Investment Unit Purchase Agreement entered into by and between the Company and the Warrantholder (the
“Purchase Agreement”) are true and correct in all material respects with respect to the Warrantholder
as of the time of such exercise. Notwithstanding the foregoing, to effect the exercise of the Warrant hereunder, the Warrantholder
shall not be required to physically surrender this Warrant to the Company unless the entire Warrant is exercised. The Warrantholder
and the Company shall maintain records showing the amount exercised and the dates of such exercise. The Warrantholder and any assignee,
by acceptance of this Warrant, acknowledge and agree that, by reason of the provision of the paragraph, following exercise of a
portion of the Warrant, the number of Warrant Shares of this Warrant may be less than the amount stated on the face hereof.


 


(d)              
Company’s Failure to Timely Deliver Securities. If within seven (7) Trading Days after the Company’s
receipt of the facsimile copy of a Notice of Exercise the Company shall fail to issue and deliver a certificate to the Warrantholder
and register such shares of Common Stock on the Company’s share register or, if the Company’s common shares are publicly
trading, credit the Warrantholder’s balance account with the Depository Trust & Clearing Corporation for the number of
shares of Common Stock to which the Warrantholder is entitled upon the Warrantholder’s exercise hereunder.


 


 


 


 






    	 	2	 



     

    

 


Section 4.               
Compliance with the Securities Act of 1933. This Warrant may only be exercised by the Warrantholder if the Warrantholder
is an “accredited investor” as defined by Rule 501 of Regulation D. The Company may cause the legend set forth on the
first page of this Warrant to be set forth on each Warrant, and a similar legend on any security issued or issuable upon exercise
of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.


 


Section 5.               
Payment of Taxes. The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant
Shares issuable upon the exercise of the Warrant; provided, however, that the Company shall not be required to pay any tax or taxes
which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in
a name other than that of the Warrantholder in respect of which such shares are issued, and in such case, the Company shall not
be required to issue or deliver any certificate for Warrant Shares or any Warrant until the person requesting the same has paid
to the Company the amount of such tax or has established to the Company’s reasonable satisfaction that such tax has been
paid. The Warrantholder shall be responsible for income taxes due under federal, state or other law, if any such tax is due.


 


Section 6.               
Mutilated or Missing Warrants. In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall
issue in exchange and substitution of and upon surrender and cancellation of the mutilated Warrant, or in lieu of and substitution
for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares,
but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the Warrant, and
with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if requested by the Company.


 


Section 7.               
Reservation of Common Stock. At any time when this Warrant is exercisable, the Company shall at all applicable times
keep reserved until issued (if necessary) as contemplated by this Section 7, out of the authorized and unissued shares of Common
Stock, at least a number of shares of Common Stock equal to 100% of the number of shares of Common Stock as shall from time to
time be necessary to effect the exercise of all of this Warrant then outstanding. The Company agrees that all Warrant Shares issued
upon due exercise of the Warrant shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized,
validly issued, fully paid and non-assessable shares of Common Stock of the Company.


 


Section 8.               
Adjustments.


 


(a)               
If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution
on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares
or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding
shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing corporation), then (i) the Warrant Price in effect immediately prior to the date
on which such change shall become effective shall be adjusted by multiplying such Warrant Price by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding immediately prior to such change and the denominator of which shall
be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the number of Warrant
Shares purchasable upon exercise of this Warrant shall be adjusted by multiplying the number of Warrant Shares purchasable upon
exercise of this Warrant immediately prior to the date on which such change shall become effective by a fraction, the numerator
of which is shall be the Warrant Price in effect immediately prior to the date on which such change shall become effective and
the denominator of which shall be the Warrant Price in effect immediately after giving effect to such change, calculated in accordance
with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur.


 


 


 






    	 	3	 



     

    

 


(b)              
If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company
with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially
all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder
shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in
lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets
as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant
Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation,
merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect
to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision
for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to
any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such
consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the
successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or
otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Warrantholder,
at the last address of the Warrantholder appearing on the books of the Company, such shares of stock, securities or assets as,
in accordance with the foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this
Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations,
mergers, sales, transfers or other dispositions.


 


(c)               
In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including
any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of
evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned
surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or warrants, the Warrant Price to be
in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such payment
date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market
Price per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Company’s
Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or
warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market
Price per share of Common Stock immediately prior to such payment date.


 


(d)              
An adjustment to the Warrant Price shall become effective immediately after the payment date in the case of each dividend
or distribution and immediately after the effective date of each other event which requires an adjustment.


 


(e)               
In the event that, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled
to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable
upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent
as practicable to the provisions with respect to the Warrant Shares contained in this Warrant.


 


 


 


 






    	 	4	 



     

    

 


(f)               
To the extent permitted by applicable law and the listing requirements of any stock market or exchange on which the Common
Stock is then listed, the Company from time to time may decrease the Warrant Price by any amount for any period of time if the
period is at least twenty (20) days, the decrease is irrevocable during the period and the Board shall have made a determination
that such decrease would be in the best interests of the Company, which determination shall be conclusive provided however,
that the Warrant Price may not be decreased below the Market Price on the date of the execution of the Subscription Agreement.
Whenever the Warrant Price is decreased pursuant to the preceding sentence, the Company shall provide written notice thereof to
the Warrantholder at least five (5) days prior to the date the decreased Warrant Price takes effect, and such notice shall state
the decreased Warrant Price and the period during which it will be in effect.


 


Section 9.               
Fractional Interest. The Company shall not be required to issue fractions of Warrant Shares upon the exercise of
this Warrant. If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 9,
be deliverable upon such exercise, the Company, in lieu of delivering such fractional share, shall pay to the exercising Warrantholder
an amount in cash equal to the Market Price (determined in accordance with Section 3(b)) of such fractional share of Common Stock
on the date of exercise.


 


Section 10.           
Benefits. Nothing in this Warrant shall be construed to give any person, firm or corporation (other than the Company
and the Warrantholder) any legal or equitable right, remedy or claim, it being agreed that this Warrant shall be for the sole and
exclusive benefit of the Company and the Warrantholder.


 


Section 11.           
Notices to Warrantholder. Upon the happening of any event requiring an adjustment of the Warrant Price, the Company
shall promptly give written notice thereof to the Warrantholder at the address appearing in the records of the Company, stating
the adjusted Warrant Price and the adjusted number of Warrant Shares resulting from such event and setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is based. Failure to give such notice to the Warrantholder
or any defect therein shall not affect the legality or validity of the subject adjustment.


 


Section 12.           
Identity of Transfer Agent. The Transfer Agent for the Common Stock is Interwest Transfer Co., Inc., in Salt Lake
City, Utah. Upon the appointment of any subsequent transfer agent for the Common Stock or other shares of the Company’s capital
stock issuable upon the exercise of the rights of purchase represented by the Warrant, the Company will mail to the Warrantholder
a statement setting forth the name and address of such transfer agent.


 


Section 13.           
Notices. Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing
and shall be deemed effectively given and received as hereinafter described (i) if given by personal delivery, then such notice
shall be deemed received upon such delivery, (ii) if given by telex or facsimile, then such notice shall be deemed received upon
receipt of confirmation of complete transmittal, (iii) if given by certified mail return receipt requested, then such notice shall
be deemed received upon the day such return receipt is signed, and (iv) if given by an internationally recognized overnight air
courier, then such notice shall be deemed given one business day after delivery to such carrier. Copies of such notices shall also
be transmitted by email to the email address provided for on the signature page of the Subscription Agreement. All notices shall
be addressed as follows: if to the Warrantholder, at its address as set forth in the Company’s books and records and, if
to the Company, at the address as follows, or at such other address as the Warrantholder or the Company may designate by ten days’
advance written notice to the other:


 


 


 






    	 	5	 



     

    

 


If to the Company:


 


Dthera Sciences


9921 Carmel
Mountain Road, Suite 118


San Diego,
CA 92129


Attention: Edward Cox, CEO


 


With a copy to (which copy shall
not constitute notice):


 


Kirton | McConkie


50 E. South Temple, Suite 400


Salt Lake City, UT 84111


Attention: C. Parkinson Lloyd


 


Section 14.           
Successors. All the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind and inure
to the benefit of its respective successors and assigns hereunder.


 


Section 15.           
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in
accordance with, the internal laws of the State of California, without reference to the choice of law provisions thereof. The Company
and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the
State of California located in San Diego County and the United States District Court for the Southern District of California for
the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated
hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in
the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this
Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding
and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives
any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.


 


EACH OF THE COMPANY
AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT
TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


Section 16.           
No Rights as Stockholder. Prior to the exercise of this Warrant, the Warrantholder shall not have or exercise any
rights as a stockholder of the Company by virtue of its ownership of this Warrant.


 


Section 17.           
Amendment; Waiver. Any term of this Warrant may be amended or waived (including the adjustment provisions included
in Section 8 of this Warrant) upon the written consent of the Company and the holders of Warrants representing at least 50.1% of
the number of shares of Common Stock then subject to all outstanding Warrants (the “Majority Holders”);
provided, that (x) any such amendment or waiver must apply to all Warrants; and (y) the number of Warrant Shares subject
to this Warrant, the Warrant Price and the Expiration Date may not be amended, and the right to exercise this Warrant may not be
altered or waived, without the written consent of the Warrantholder.


 


 


 


 






    	 	6	 



     

    

 


Section 18.           
Remedies; Other Obligations; Breaches and Injunctive Relief. The remedies provided in this Warrant shall be cumulative
and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Warrantholder
right to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to the Warrantholder and that the remedy at law for
any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the
Warrantholder shall be entitled, in addition to all other available remedies, an injunction restraining any breach, without the
necessity of showing economic loss and without any bond or other security being required.


 


Section 19.           
Section Headings. The section headings in this Warrant are for the convenience of the Company and the Warrantholder
and in no way alter, modify, amend, limit or restrict the provisions hereof.


 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed, as of the _____ day of _____________, 2017.


 


 


DTHERA
SCIENCES


 


 


 


By:________________________________________


Name: Edward Cox


Title:   Chief Executive Officer


 


 


 


NUMBER OF WARRANTS GRANTED: __________________________________________


 


 


 


 


 






    	 	7	 



     

    

 


APPENDIX
A


 


DTHERA
SCIENCES

NOTICE OF EXERCISE FORM


 


To Dthera Sciences:


 


The undersigned hereby
irrevocably elects to exercise the right of purchase represented by the within Warrant (“Warrant”) for,
and to purchase thereunder by the payment of the Warrant Price and surrender of the Warrant, _______________ shares of Common Stock
(“Warrant Shares”) provided for therein, and requests that certificates for the Warrant Shares be issued
as follows:


 


	 
	Name
	 
	 
	 
	Address
	 
	 
	Federal Tax ID or Social Security No.


 


and delivered by certified mail
to the above address, or (if the Company’s Common Stock is publicly traded) electronically (provide DWAC Instructions):


 


_____________________________________


 


_____________________________________


 


_____________________________________


 


or other (specify):


 


_____________________________________


 


_____________________________________


 


_____________________________________


 


and, if the number of Warrant Shares shall
not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares
purchasable upon exercise of this Warrant be registered in the name of the undersigned Warrantholder or the undersigned’s
Assignee as below indicated and delivered to the address stated below.


 


[Signature page follows.]


 


 


 


 


 





Appendix A

Warrant Exercise Form











    	 	 	 



     

    

 


Dated: ___________________, ____


 


 


 


	 	 	 
	
        Signature
	 	
        Signature of Spouse/Partner
(if applicable)

	 	 	 
	 	 	 
	Individual or Entity Name (and
Title, if applicable) 	 	Name (please print) 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Address	 	Address
	 	 	 
	 	 	 
	Federal Identification or Social
Security No.	 	Federal Identification or Social Security
        No.
	 	 	 
	 	 	Assignee:





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Note: The signature must correspond
with the name of the Warrantholder as written on the first page of the Warrant in every particular, without alteration or enlargement
or any change whatever, unless the Warrant has been assigned.




	 	 
	 	 	 


 



 


 


 


 


 


 


 





Appendix A

Warrant Exercise Form