Exhibit 10.11





 


THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (“THE ACT”) OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE (THE “LAWS”).
THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION AND QUALIFICATION
OF THESE SECURITIES UNDER THE ACT AND THE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION AND QUALIFICATION
ARE NOT REQUIRED UNDER THE ACT AND THE LAWS.


 


WARRANT
AGREEMENT


 


THIS WARRANT AGREEMENT
(this “Agreement”) is entered into and effective as of the effective date shown on Exhibit A (the “Effective
Date”), by and between NuGene International, Inc., a Nevada corporation (the “Company”), and the Warrantholder
shown on Exhibit A (“Warrantholder”).


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained in this Agreement, the Company and the Warrantholder certify and
agree as follows:


 


1.         Grant of the
Right to Purchase Stock. For value received, the Company hereby grants to Warrantholder, and Warrantholder is entitled to,
upon the terms and subject to the conditions set forth in this Agreement, a warrant (the “Warrant”) to purchase
from the Company, at Warrantholder’s option, the number of shares (the “Number of Shares”) of the Company’s
Common Stock at the purchase price set forth on Exhibit A (the “Exercise Price”). For purposes of this Warrant,
the Common Stock described herein shall be referred to as the “Shares”.


 


2.         Exercise Period.
Subject to the vesting schedule set forth on Exhibit A, the Warrant may be exercised with respect to all or a portion of the vested
Shares, and shall be exercisable during the term of the Warrant which expires on the expiration date (the “Expiration Date”)
shown on Exhibit A, after which date this Warrant shall terminate as to any unexercised portion hereof.


 


3.         Exercise of
the Purchase Rights. Subject to this Agreement, the purchase rights set forth in this Agreement are exercisable by Warrantholder
at any time prior to the expiration of the applicable term set forth in Section 2, by tendering to the Company at its principal
office a notice of exercise in the form attached to this Agreement as Exhibit B (the “Notice of Exercise”),
duly completed and executed, together with a cashier’s check or wire transfer (or other mode of payment acceptable to the
Company) in the amount of the aggregate purchase price of the Shares to be purchased, together with all applicable transfer taxes,
if any; provided, however, in no event may Warrantholder exercise less than lesser of the minimum share exercise quantity (the
“Minimum Share Exercise Quantity”) as shown on Exhibit A or the number of unexercised Shares in any single Notice of
Exercise. Upon receipt of the Notice of Exercise and the payment of the purchase price therefore, the Company shall issue to Warrantholder
a share certificate for the number of Shares purchased.


 


4.         Reservation
of Shares. The Company shall at all times have authorized and reserved a sufficient number of shares of its Common Stock to
provide for the exercise of the rights to purchase the Shares as provided in this Agreement.


 






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5.         No Rights
as Shareholder. This Agreement does not entitle Warrantholder to any voting rights or other rights as a shareholder of the
Company prior to the issuance of a stock certificate representing the Shares.


 


6.         Warrant Nontransferable.
The Warrant may not be sold, pledged, assigned or transferred in any manner without the written consent of the Company.


 


7.         Adjustments
of Warrant Price and Number of Shares. The number and character of Shares issuable upon exercise of this Warrant (or any shares
of stock or other securities or property at the time receivable or issuable upon exercise of this Warrant) and the Warrant Price
therefore, are subject to adjustment upon the occurrence of the following events: 


 


(a)         Adjustment
for Reclassification, Reorganization or Merger. In case of any reclassification or change of the outstanding securities of
the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time
receivable upon the exercise of this Warrant) on or after the date hereof, or in case, after such date, the Company (or any such
other corporation) shall merge with or 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 at any time after the consummation of such reclassification,
change, reorganization, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property
receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such Holder
would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject
to further adjustment as provided in paragraph (b) hereof; in such case, the terms of this Section 7(a) shall be applicable to
the shares of stock or other securities properly receivable upon the exercise of this Warrant after such consummation. 


 


(b)         Adjustment
for Stock Splits, Stock Dividends, Recapitalization, etc. The Warrant Price of this Warrant and the number of Shares issuable
upon exercise of this Warrant shall each be proportionally adjusted to reflect any stock dividend, stock split, reverse stock
split, combination of shares, reclassification, recapitalization or other similar event affecting the number of outstanding Shares
that occurs after the date of the Warrant. 


 


8.         Other
Adjustments. Except as provided in Section 7, no adjustment on account of dividends or interest on Common Stock as the case
may be, will be made upon the exercise hereof. 


 


9.         No Fractional
Shares. No fractional shares of Common Stock will be issued in connection with any exercise hereunder. In lieu of any fractional
shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair
market value of one share of common stock on the date of exercise, as determined in good faith by the Company’s Board of
Directors


 


10.         Representations
and Warranties of Warrantholder. The Warrantholder represents and warrants as follows: 


 


(a)         The Warrantholder
understands that the Company has limited business operations and revenues to date. The Warrantholder
has had adequate opportunity to obtain publicly available information concerning the business of the Company. The Company has not
nor does it have any obligation to disclose any material non-public information to Warrantholder, nor will the Company have any
obligation to update Warrantholder with any material non-public information of which it may become aware after the date hereof.
The Warrantholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits
and risks of an investment in the Company, is able to bear the risks of an investment in the Company and understands the risks
of, and other considerations relating to, the purchase of its Securities.


 






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(b)         Any
Securities to be acquired hereunder are being acquired by the Warrantholder for the Warrantholder’s own account for investment
purposes only and not with a view to resale or distribution. 


 


(c)         Warrantholder
either has a pre-existing personal or business relationship with the Company or its officers, directors or controlling persons,
or by reason of Warrantholder’s business or financial experience, or the business or financial experience of their professional
advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect
their own interests in connection with any purchase of the Company’s Securities. 


 


(d)         Warrantholder
is not aware of the publication of any advertisement in connection with the offer or sale of the Securities.          


 


(e)         The
Warrantholder understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), the securities laws of any state thereof or the securities laws of any other jurisdiction, nor is such registration
contemplated. The Warrantholder understands and agrees further that the Securities must be held indefinitely unless they are subsequently
registered under the Securities Act and appropriate state securities laws or an exemption from registration under the Securities
Act and appropriate state securities laws covering the sale of the Securities as applicable, is available. The Warrantholder understands
that legends stating that the Securities has not been registered under the Securities Act and state securities laws and setting
out or referring to the restrictions on the transferability and resale of the Securities will be placed on the certificates representing
the Securities. The Warrantholder’s overall commitment to the Company and other investments that are not readily marketable is
not disproportionate to the Warrantholder’s net worth and the Warrantholder has no need for immediate liquidity in the Warrantholder’s
investment in the Company. 


 


(f)         The
Warrantholder has had the opportunity to review the Company’s public reports filed with the Securities and Exchange Commission
(the “SEC Filings”). The Warrantholder has not been furnished any literature other than the SEC Filings and is not
relying on any information, representation or warranty by the Company or any of its affiliates or agents, other than information
contained in the SEC Filings, in determining whether to purchase any of the Company’s Securities. 


 


(g)         The
Warrantholder understands that certain forward-looking statements that may be contained in the SEC Filings by their nature involve
significant elements of subjective judgment and analysis that may or may not be correct; that there can be no assurance that such
forward-looking statements will be accurate; and that such forward-looking statements should not be relied on as a promise or
representation of the future performance of the Company.


 


(h)         The
Warrantholder has consulted to the extent deemed appropriate by the Warrantholder with the Warrantholder’s own advisers as to
the financial, tax, legal and related matters concerning an investment in the Company and on that basis believes that an investment
in the Company is suitable and appropriate for the Warrantholder. 


 






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(i)         If
the Warrantholder is a natural person, he or she has the legal capacity and all requisite authority to purchase the Securities
and to perform all the obligations required to be performed by the Warrantholder hereunder. If the Warrantholder is a corporation,
partnership, trust or other entity, it is authorized to purchase the Securities and otherwise to comply with its obligations under
this Agreement. The person signing this Agreement on behalf of such entity is duly authorized by such entity to do so. Such execution,
delivery and compliance by or on behalf of the Warrantholder does not conflict with, or constitute a default under, any instruments
to which the Warrantholder is bound, any law, regulation or order to which the Warrantholder is subject, or any agreement to which
the Warrantholder is a party or by which the Warrantholder is or may be bound. 


 


(j)         The
principal residence of the Warrantholder is in the jurisdiction indicated below the Warrantholder’s signature hereto, or if the
Warrantholder is a corporation, partnership, trust or other entity, such Warrantholder is organized and qualified under the law
of the state indicated below. 


 


(k)         The
Warrantholder acknowledges that legal counsel to the Company does not represent any Warrantholder, and that legal counsel to the
Company shall owe no duties directly to that Warrantholder. The Warrantholder acknowledges that legal counsel to the Company has
not represented the interests of Warrantholder, or any documents or agreements related to the investment, including this Agreement.
The Warrantholder represents and warrants that it has not revealed or disclosed any confidential information to legal counsel
to the Company, and that Warrantholder has either engaged independent legal counsel to represent them with respect to the investment,
or has had the opportunity to do so. 


 


(l)          The Warrantholder
is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act.


 


11.         Tax Issues.         Warrantholder
acknowledges that Company has given Warrantholder no tax advice regarding the Warrant.


 


12.         Market Stand-Off.


 


12.1         In connection
with any underwritten public offering by the Company or its successor of its equity securities pursuant to an effective registration
statement filed under the Securities Act of 1933, as amended, in connection with the initial public offering, the Warrantholder
shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose of
or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to any of the Company’s
(or its successor’s) equity securities without the prior written consent of the Company and its underwriters, for such period
of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters;
provided, however, that in no event shall such period exceed one hundred eighty (180) days.


 


12.2         Notwithstanding
the foregoing, the Warrantholder shall be subject to the market stand-off provisions of this Section 12 only if the executive officers
of the Company are also subject to similar arrangements.


 






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12.3         In order to enforce
the provisions of this Section 12, the Company (or its successor) may impose stop-transfer instructions with respect to the Company’s
equity securities, including the Shares, until the end of the applicable stand-off period.


 


13.         Representations
and Warranties. The Company hereby represents and warrants, to and for the benefit of the Warrantholder, as follows:


 


13.1         Company Duly
Organized. Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada
and has all necessary power and authority to perform its obligations under this Warrant;


 


13.2         Warrant Duly
Authorized. The execution, delivery and performance of this Warrant has been duly authorized by all necessary actions on the
part of Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms;


 


13.3         No Conflicts.
This Warrant does not violate and is not in conflict with any of the provisions of the Company’s Articles of Incorporation
or Bylaws; and


 


13.4         Issuance of
Shares. The Company covenants that all Shares that may be issued upon the exercise of rights represented by this Warrant, upon
exercise of the rights represented by this Warrant and payment of the Exercise Price, all as set forth herein, will be duly authorized,
validly issued, fully paid and nonassessable and free from all liens and charges in respect of the issue thereof. The Company agrees
that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for securities of the Company upon the exercise of this Warrant.


 


14.         Miscellaneous.


 


14.1         Governing
Law. This Agreement is made in Orange County, California, and it shall be construed exclusively in accordance with and governed
in all respects by the laws of the State of California without regard to California’s conflict-of-law provisions. All parties
hereby consent to the exclusive venue and jurisdiction of the federal and state courts located in Orange County, California for
any and all claims arising from or related to this Agreement.


 


14.2         Entire Agreement.
This Agreement constitutes the final, complete and exclusive agreement between the parties pertaining to the subject of this Agreement,
and supersedes all prior and contemporaneous agreements. None of the provisions of this Agreement shall be deemed, or shall constitute,
a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver. Any changes or supplements to this Agreement must be in writing
and signed by both of the parties.


 


14.3         Assignment.
This Agreement shall be binding on, and shall inure to the benefit of, the parties and their respective heirs, legal representatives,
successors and permitted assigns. Any assignment of the Warrant by Warrantholder shall be subject to receipt of the prior written
consent of the Company and the assignee agreeing to all of the representations, warranties and covenants contained herein.


 






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14.4         Notices, Etc.
All notices, requests, demands or other communications that are required or permitted under this Agreement shall be in writing
and shall be deemed to have been given at the earlier of the date when actually delivered to a party or three (3) days after being
deposited in the United States mail, postage prepaid, return receipt requested, and addressed as follows, unless and until any
of such parties notifies the others in accordance with this Section of a change of address:


 





	 	The “Company”:	NuGene International, Inc.
	 	 	17912 Cowan
	 	 	Irvine, CA 92614
	 	 	Attention: Chief Financial Officer
	 	 	 
	 	“Warrantholder”:	See Exhibit A










 


14.5         Cost and Expenses
of Enforcement. If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement,
the successful or prevailing party or parties shall be entitled to recover attorneys’ fees and other costs incurred in or
associated with that action or proceeding, in addition to any other relief to which such party may be entitled.


 


14.6         Severability.
In the event that any one or more of the provisions contained in this Agreement or in any other document referenced in this Agreement,
shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement or any other such document.


 


14.7         Time is of
the Essence. Time is of the essence in construing each provision of this Agreement.


 


14.8         Interpretation.
The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. The parties
acknowledge that each party has reviewed and revised, or have had an opportunity to review and revise, this Agreement. Therefore,
the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement.


 


14.9         Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument. A faxed signature shall be as valid as an originally executed signature.


 




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IN WITNESS WHEREOF,
the parties have caused this Warrant Agreement to be executed as of the Effective Date. 





	 	 	 
	 	NuGene International, Inc.,
	 	 	 
	 	By:	 
	 	 	Ali Kharazmi, Chief Executive Officer
	 	 	 
	 	Warrantholder
	 	 
	 	 







  




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EXHIBIT A 





WARRANT TERMS 





	 	 	 	 
	Effective Date:	August 14, 2015
	 	 
	Warrantholder (including address):	 
	 	 
	 	 
	 	 
	 	 
	Number of Shares:	50,000
	 	 
	Vesting Provisions:	Immediate
	 	 
	Exercise Price:	$1.50
	 	 
	Expiration Date:	Three years from the effective date.
	 	 
	Minimum Share Exercise Quantity:	25,000
	 	 
	Other:	See ANNEX I of Exhibit regarding exercise of warrant
	 	 
	IN WITNESS WHEREOF, the parties agree to the terms shown on this Exhibit A.
	 	 
	NuGene International, Inc.,	 
	 	 
	By:	 	 	 
	 	Ali Kharazmi, Chief Executive Officer	 
	 	 
	Warrantholder	 
	 	 
	 	 










 




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NNEX I OF EXHIBIT A

EXERCISE OF WARRANT





Exercise of Warrant. This Warrant shall be exercisable
pursuant to the terms of this Annex I.


Manner of Exercise.


This Warrant may only
be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with
the terms and conditions hereof, in whole or in part (but not as to fractional shares) with
respect to any portion of this Warrant, during the Company’s normal business hours on
any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized
by law to be closed (a “Business Day”), by surrender of this Warrant to the Company at its office, accompanied
by a written exercise notice in the form attached as Annex II to this Warrant (or a reasonable facsimile thereof) duly executed
by the Holder, together with the payment of the aggregate Exercise Price for the number of
Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant,
the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant
document in accordance with paragraph 1.3 below.


Except as provided for in paragraph 1.1(c) below, each exercise
of this Warrant must be accompanied by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately
available funds for the number of Warrant Shares being purchased by the Holder upon such exercise.


The aggregate Exercise
Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full or
in part on a “cashless basis” at the election of the Holder:


in the form of Common Stock owned by the Holder (based on
the Fair Market Value (as defined below) of such Common Stock on the date of exercise);


in the form of
Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an
aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased
by the Holder; or


by a combination of the foregoing, provided that the combined
value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise
Price for the number of Warrant Shares being purchased by the Holder.


For purposes of
this Warrant, the term “Fair Market Value” means with respect to a particular date, the average
closing price of the Common Stock for the five (5) trading days immediately preceding the applicable exercise herein as
officially reported by the principal securities exchange on which the Common Stock is then listed or admitted to trading, or, if
the Common Stock is not listed or admitted to trading on any securities exchange as determined
in good faith by resolution of the Board of Directors of the Company, based on the best information available to it.


To
illustrate a cashless exercise of this Warrant under paragraph.1.1 (c)(ii) (or for a portion thereof
for which cashless exercise treatment is requested as contemplated by paragraph 1.1(c)(iii) hereof), the calculation of
such exercise shall be as follows:











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X = Y (A-B)/A

where:


X =the number of Warrant
Shares to be issued to the Holder (rounded to the nearest whole share).


Y =the number of Warrant Shares with respect
to which this Warrant is being exercised.


A =the Fair Market Value of the Common Stock.


B =the Exercise Price.


For purposes of Rule
144 and sub-section (d)(3)(ii) thereof, it is intended, understood, and acknowledged that the Common Stock issuable upon
exercise of this Warrant in a cashless exercise transaction as described in paragraph 1.1(c)
above shall be deemed to have been acquired at the time this Warrant was issued. Moreover, it is intended, understood, and
acknowledged that the holding period for the Common Stock issuable upon exercise of this Warrant in a cashless exercise transaction
as described in paragraph 1.1(c) above shall be deemed to have commenced on the date
this Warrant was issued.


When Exercise Effective.
Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the Business
Day on which this Warrant shall have been duly surrendered to the Company as provided in
paragraph 1.1, and, at such time, the Holder in whose name any certificate or certificates
for Warrant Shares shall be issuable upon exercise as provided in paragraph
1.3 hereof shall be deemed to have become the holder or holders of record thereof
of the number of Warrant Shares purchased upon exercise of this Warrant.


Delivery of Common
Stock Certificates and New Warrant. As soon as reasonably practicable after each exercise of this Warrant, in whole
or in part, and in any event within three (3) Business Days thereafter, the Company, at its expense (including the payment
by it of any applicable issue taxes), will cause to be issued in the name of and delivered to the Holder hereof
or, as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct:


a certificate or certificates (with appropriate restrictive
legends, as applicable) for the number of duly authorized, validly issued, fully paid and non-assessable Warrant Shares to which
the Holder shall be entitled upon exercise; and


in case exercise is in
part only, a new Warrant document of like tenor, dated the date hereof, for the remaining number of Warrant Shares issuable
upon exercise of this Warrant after giving effect to the partial exercise of this Warrant (including the delivery of any Warrant
Shares as payment of the Exercise Price for such partial exercise of this Warrant).








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Exhibit B


 


Notice of Exercise


[To be executed only upon exercise of Warrant]


To NUGENE INTERNATIONAL, INC.:


The undersigned registered
holder of the within Warrant hereby irrevocably exercises the Warrant pursuant to the terms of the Warrant with respect
to [_____] Warrant Shares, at an exercise price of $[____] per share, and requests
that the certificates for such Warrant Shares be issued in the name of and delivered to:





	 	 
	 	 
	 	 
	 	 



The undersigned is hereby making payment for the Warrant
Shares in the following manner:


[check one]


[ ]by cash in accordance with Annex I 1.1(b) of
the Warrant


[ ]via
cashless exercise in accordance with Annex I 1.1(c) of the Warrant in the following
manner:


	 
	 
	 



The undersigned hereby represents and warrants
that it is, and has been since its acquisition of the Warrant, the record and beneficial owner of the Warrant.


_______________________Dated:


______________________________


Print or Type Name


______________________________


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


_______________________________________________(Street
Address)


_______________________________________________(City)(State)(Zip
Code)







 


 


 


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