0001398432-16-000670 Sample Contracts

GENERAL CANNABIS CORP. WARRANT TO PURCHASE SHARES OF COMMON STOCK
Warrant • June 8th, 2016 • General Cannabis Corp • Oil & gas field services, nec

THIS WARRANT (the “Warrant”) certifies that, for value received, _____________________________ (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 sixtieth (60th) month after the Initial Exercise Date (the “Expiration Date”) but not thereafter, to subscribe for and purchase from General Cannabis Corp., a Colorado corporation (the “Company”), up to ________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s $0.001 par value common stock, (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to One Dollar and Seven cents ($1.07) (the “Purchase Price”), subject to adjustment hereunder (the “Exercise Price”).

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AMENDMENT AGREEMENT
Amendment Agreement • June 8th, 2016 • General Cannabis Corp • Oil & gas field services, nec • Colorado

This Amendment Agreement (this “Agreement”), dated as of June [●], 2016, is by and between General Cannabis Corp., a Colorado corporation (the “Company”), and the persons identified on the signature page hereto (collectively all are referred to as the “Parties”). This Agreement amends those certain 10% Promissory Notes by and between the Parties (the “Note”). In the event that any provision of this Agreement conflicts with the Note, the provisions of this Agreement shall prevail.

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