0001398432-15-000238 Sample Contracts

Warrant [__] Issue Date: [__], 2015
Advanced Cannabis Solutions, Inc. • May 14th, 2015 • Oil & gas field services, nec

THIS WARRANT (the “Warrant”) certifies that, for value received, [HOLDER] or its assigns (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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business of the twelth (12th) month after the Initial Exercise Date (the “Expiration Date”) but not thereafter, to subscribe for and purchase from Advanced Cannabis, Inc., a Colorado corporation, d/b/a general Cannabis Corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s $0.01 par value common stock, (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to $3.30 (the “Purchase Price”), subject to adjustment hereunder (the “Exercise Price”).

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SECURED PROMISSORY NOTE
Advanced Cannabis Solutions, Inc. • May 14th, 2015 • Oil & gas field services, nec • Colorado

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Advanced Cannabis Solutions, Inc., a Colorado corporation, d/b/a General Cannabis Corporation (the "Borrower"), hereby unconditionally promises to pay to the order of [NAME OF NOTEHOLDER] or its assigns (the "Noteholder", and together with the Borrower, the "Parties"), the principal amount of $[Principle Amount of Loan] (the "Loan"), together with all accrued interest thereon, as provided in this Promissory Note (the "Note").

SECURITY AGREEMENT
Security Agreement • May 14th, 2015 • Advanced Cannabis Solutions, Inc. • Oil & gas field services, nec • Colorado

This SECURITY AGREEMENT, dated as of [ ], 2015 (this “Agreement”), made by and between ADVANCED CANNABIS SOLUTIONS, a Colorado corporation, d/b/a General Cannabis Solutions (the “Grantor”), in favor of [LENDER], a [State] [type of entity], (the “Secured Party”).

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