Form of Warrant
EXHIBIT 10.3
Form of Warrant
NONQUALFIED STOCK WARRANT AGREEMENT
THIS AGREEMENT, made this 9th day of February, 2019, by and between Vegalab, Inc., a Nevada corporation (the “Company”), and ____________., (the “Warrant Holder”);
WITNESSETH
WHEREAS, the Warrant Holder on the date hereof has made a loan to the Company; and
WHEREAS, to reward and compensate the Warrant Holder for making said loan, the Company desires to grant to the Warrant Holder a nonqualified stock warrant to purchase shares of its Common Stock; and
WHEREAS, on the date above, the Company’s Board of Directors authorized the issuance of this non-qualified warrant to the Warrant Holder;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the Company and the Warrant Holder hereby agree as follows:
| 1. | Grant of Warrant. The Company hereby grants to the Warrant Holder, on the date of this agreement, the option to purchase three million four hundred thousand (3,400,000) shares of Common Stock of the Company (the “Warrant Stock”) subject to the terms and conditions herein contained, |
| 2. | Warrant Price. During the term of this Warrant, the purchase price for the shares of Warrant Stock is $1.00 per share purchased. |
| 3. | Term of Warrant. This warrant is fully exercisable for four (4) years from the date of this agreement. This warrant will terminate as of the close of business on July 9, 2023 if not exercised. |
| 4. | Exercise bv Warrant Holder Only. This warrant shall, during the lifetime of the Warrant Holder, be exercisable only by said Warrant Holder and shall not be transferable by the Warrant Holder, in whole or in part, other than by will or the laws of descent and distribution. |
| 5. | Manner of Exercise of Warrant. This warrant is to be exercised by the Warrant Holder (or by the Warrant Holder’s successor or successors) by giving written notice to the Company of an election to exercise such warrant. Such notice shall specify the number of shares to be purchased hereunder and shall specify a date (not more than 30 calendar days from the date of notice) on which the Warrant Holder shall deliver payment of the full price purchase price for the shares being purchased and the Company shall deliver certificates to the Warrant Holder representing the shares so purchased. Notice shall be delivered to the Company at its principal place of business. The warrant shall be considered exercised at the time the Company receives such notice. |
| 6. | Rights as a Shareholder. The Warrant Holder (or the Warrant Holder’s successor or successors) shall have no rights as a shareholder with respect to any shares covered by this warrant until the issuance of a stock certificate for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property), distributions or other rights for which the record date is prior to the date such stock certificate is issued. |
| 7, | Investment Purpose. The Company requires as a condition to the grant and exercise of this warrant that any stock acquired pursuant to this warrant be acquired for only investment if, in the opinion of counsel for the Company, such is required, or deemed advisable under securities laws or any other applicable law, regulation or rule of any government or governmental agency. In this regard, if requested by the Company, the Warrant Holder, prior to the acquisition of any shares pursuant to this Warrant, shall execute an investment letter to the effect that the Warrant Holder is acquiring shares pursuant to the option for investment purposes only and not with the intention of making any distribution of such shares and will not dispose of the shares in violation of the applicable federal and state securities laws. |
| 8, | Recapitalizations. Sales. Mergers, Exchanges, Consolidations. Liquidation. In the event of a stock dividend or stock split, the number of shares of Warrant Stock and exercise price shall be adjusted accordingly. Similarly, in the event of a sale, merger, exchange, consolidation or liquidation of the Company, this warrant shall be adjusted accordingly. |
| 9. | Scope of Agreement. This agreement shall bind and inure to the benefit of the Company and its successors and assigns and the Warrant Holder and any successor or successors of the Warrant Holder permitted by Paragraph 4 above. |
IN WITNESS WHEREOF, the Company and the Warrant Holder have executed this agreement in the manner appropriate to each, as of the day and year first above written.
| VEGALAB, INC. | |||
| By | |||
| Xxxxx Xxxxxxxxx, CEO | |||
