10.34Common Stock Purchase Warrant


 


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 TO SUCH EFFECT, THE SUBSTANCE OF
WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


FOCUS GOLD CORPORATION 


A NEVADA CORPORATION (THE “COMPANY”)


COMMON STOCK PURCHASE WARRANT CERTIFICATE


 


No. 2013 – May 22(1)


Number of Class B Warrants – 15,000,000


Issue Date: May 22, 2013


Expiration Date: May 21, 2018


Exercise Price Per Share: $.02


 


THIS COMMON
STOCK PURCHASE WARRANT CERTIFICATE CERTIFIES that, for value received, GORDON F. LEE  (the
“Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set
forth, at any time on or after issuance (the “Initial Exercise Date”) and on or prior to the close of business on the
fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase
from the Company, one fully paid and non-assessable share of common stock, $0.00001 par value (the “Common Stock”)
per Warrant (hereinafter defined as “Warrant” and the “Warrant Shares” underlying such Warrant). The purchase
price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be One Cent ($0.01). The purchase
right represented by this Warrant expires five years after issuance.


 


1. Title to Warrant. This Warrant is transferable.
The Company should be notified about any transfer of the Warrant.


 


2. Authorization of Shares. The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and non-assessable and free
from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).


 


3. Exercise of Warrant.


 


(a) The exercise of the purchase rights represented
by this Warrant may be made upon five (5) days notice by the Holder to the Company following the Initial Exercise Date and on or
before the Termination Date by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the
office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered
Holder at the address of such Holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares
thereby purchased by wire transfer or cashier's check drawn on a United States bank. Certificates for shares purchased hereunder
shall be delivered to the Holder within five (5) Trading Days after the date on which this Warrant shall have been exercised.


 






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(b) Holders of Warrants may elect to exercise Warrants
by means of common "cashless exercise" provision based upon the 5 day VWAP prior to exercise. Holders of Warrants electing
cashless exercise will receive that number of shares equal to (the 5 day VWAP minus the Exercise Price) divided by the 5 day VWAP
multiplied by the number of warrants held.


 


(c)If this Warrant shall have been exercised in part,
the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder
a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which
new Warrant shall in all other respects be identical with this Warrant.


 


4. No Fractional Shares or Scrip. No fractional
shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.


 


5. Charges, Taxes and Expenses. Issuance of certificates
for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect
of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company.


 


6. Closing of Books. The Company will not close
its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.


 


7. No Rights as Shareholder until Exercise. This
Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise
hereof.


 


8. Loss, Theft, Destruction or Mutilation of Warrant.
The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction,
of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any
bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver
a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 


9. Saturdays, Sundays, Holidays, etc. If the
last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday,
Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday,
Sunday or legal holiday.


 


10. Voluntary Adjustment by the Company. The
Company may at any time during the term of this Warrant reduce the Exercise Price to any amount for any period of time deemed appropriate
by the Board of Directors of the Company.


 


11. Notice of Adjustment. Whenever the Exercise
Price is adjusted, the Company shall give notice thereof to the Holder.


 






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12. Miscellaneous.


 


(a) Jurisdiction. This Warrant shall constitute
a contract under the laws of Nevada, without regard to its conflict of law, principles or rules.


 


(b) Restrictions. The Holder acknowledges that
the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by
state and federal securities laws.


 


(c) Nonwaiver and Expenses. No course of dealing
or any delay or failure to exercise any right hereunder on the part of the Holder shall operate as a waiver of such right or otherwise
prejudice the Holder's rights, powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date. If the
Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the
Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but
not limited to, reasonable attorneys' fees, including those of appellate proceedings, incurred by the Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


(d) Notices. Any notice, request or other document
required or permitted to be given or delivered to the Holder by the Company shall be delivered by first class mail or overnight
delivery to the Holder’s address of record.


 


(e) Limitation of Liability. No provision hereof,
in the absence of any affirmative action by the Holder to exercise this Warrant or purchase Warrant Shares, and no enumeration
herein of the rights or privileges of Holder, shall give rise to any liability of the Holder for the purchase price of any Common
Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.


 


(f) Remedies. The Holder, in addition to being
entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its
rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific performance
that a remedy at law would be adequate.


 


(g) Successors and Assigns. Subject to applicable
securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon
the successors of the Company and the successors of the Holder. The provisions of this Warrant are intended to be for the benefit
of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or Holder of Warrant Shares.


 


(h) Amendment. This Warrant may be modified or
amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


(i) Severability. Wherever possible, each provision
of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of
this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.


 


 






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(j) Headings. The headings used in this Warrant
are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.


 


IN WITNESS WHEREOF, the Company has caused
this Warrant to be executed by its officer thereunto duly authorized.


 


Dated: May 22, 2013


 


FOCUS GOLD CORPORATION


/s/ Richard O. Weed


Name: Richard O. Weed


Title: Corporate Secretary


 






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NOTICE OF EXERCISE


 


To: The Company


 


(1) The undersigned hereby elects to purchase
________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith
payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2) Payment shall take the form of in lawful
money of the United States.


 


(3) Please issue a certificate or certificates
representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


The Warrant Shares shall be delivered to
the following:







PURCHASER


By: ______________________________


Name: ____________________________


Title: _____________________________


Dated: __________________________


Address & Telephone


__________________________


__________________________


__________________________


__________________________


__________________________


__________________________


 






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