Exhibit 10.3
DTHERA SCIENCES
EMPLOYEE AND CONSULTANT SHARE PURCHASE AGREEMENT
PLEASE READ THE FOLLOWING LEGENDS CAREFULLY:
DTHERA SCIENCES (THE "COMPANY") IS OFFERING TO SELL SHARES OF ITS COMMON STOCK
(THE "SHARES") TO CERTAIN EMPLOYEES AND CONSULTANTS OF THE COMPANY. THE SHARES
BEING OFFERED FOR SALE PURSUANT TO THIS AGREEMENT INVOLVE A HIGH DEGREE OF RISK
AND, THEREFORE, SHOULD BE CONSIDERED EXTREMELY SPECULATIVE. THEY SHOULD NOT BE
PURCHASED BY PERSONS WHO CANNOT AFFORD THE POSSIBILITY OF THE LOSS OF THEIR
ENTIRE INVESTMENT.
THIS AGREEMENT INVOLVES SUBSTANTIAL RISK, INCLUDING, BUT NOT LIMITED TO, RISKS
ARISING FROM THE COMPANY'S LACK OF OPERATING HISTORY, FINANCIAL ASSETS AND
REVENUES, COMPETITION, LACK OF DIVERSIFICATION, AND THE ABSENCE OF A MARKET FOR
AND RESTRICTIONS ON THE TRANSFERABILITY OF THE SHARES.
THIS AGREEMENT OF THE COMPANY IS OFFERED PURSUANT TO AN EXEMPTION FROM
REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC")
AND APPLICABLE STATE SECURITIES COMMISSIONS. HOWEVER, THE SECURITIES AND
EXCHANGE COMMISSION AND SUCH STATE COMMISSIONS HAVE NOT MADE AN INDEPENDENT
DETERMINATION THAT THE SHARES OFFERED HEREBY ARE EXEMPT FROM REGISTRATION. IN
ADDITION, THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY SUCH STATE SECURITIES COMMISSION, NOR HAVE ANY
SUCH AGENCIES PASSED UPON THE ACCURACY OR ADEQUACY OF THIS AGREEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT OR ANY
PRIOR OR SUBSEQUENT COMMUNICATIONS FROM ANY OF OUR MANAGEMENT, AGENTS,
REPRESENTATIVES OR EMPLOYEES, AS INVESTMENT, LEGAL, TAX, OR ACCOUNTING ADVICE.
THE PURCHASER OF THE SHARES SHOULD CONSULT ITS OWN ATTORNEY, ACCOUNTANT AND
OTHER PROFESSIONAL ADVISORS AS TO LEGAL, TAX, ACCOUNTING AND OTHER RELATED
MATTERS CONCERNING THE PURCHASE OF THE SHARES.
ANY REPRODUCTION OR DISTRIBUTION OF THIS AGREEMENT, IN WHOLE OR IN PART, OR THE
DIVULGENCE OF ANY OF ITS CONTENTS, WITHOUT OUR PRIOR WRITTEN CONSENT, IS
STRICTLY PROHIBITED.
THE SHARES OFFERED FOR SALE UNDER THIS AGREEMENT ARE OFFERED SUBJECT TO
WITHDRAWAL, CANCELLATION OR MODIFICATION OF THE OFFERING WITHOUT PRIOR NOTICE TO
THE PURCHASER PURSUANT TO THE TERMS OF THIS AGREEMENT; AND TO CERTAIN OTHER
CONDITIONS SPECIFIED HEREIN. THE COMPANY RESERVES THE RIGHT TO ACCEPT OR REJECT
ANY AGREEMENT, IN WHOLE OR IN PART, FOR ANY REASON OR NO REASON.
THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, THE
APPLICABLE STATE SECURITIES LAWS AND THE APPLICABLE LAWS OF ANY OTHER RELEVANT
JURISDICTION PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. IN ADDITION, THE
SHARES OFFERED HEREUNDER SHALL ALSO BE SUBJECT TO LOCK UP PERIODS AS SET FORTH
IN THE AGREEMENT. ACCORDINGLY, PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THEY
WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF A PURCHASE OF THE SHARES FOR AN
INDEFINITE PERIOD OF TIME. THERE IS ONLY A LIMITED MARKET FOR THE COMPANY'S
COMMON STOCK, AND THERE IS NO OBLIGATION ON THE PART OF ANY PERSON TO REGISTER
THE COMMON STOCK UNDER THE SECURITIES ACT, ANY STATE SECURITIES LAWS