UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 2016
GENERAL CANNABIS CORP
(Exact Name of Registrant as Specified in Charter)
Colorado | 000-54457 | 90-1072649 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
6565 E. Evans Avenue |
| 80224 |
(Address of principal executive offices) |
| (Zip Code) |
Registrants telephone number, including area code: (303) 759-1300
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 1.01
Entry into a Material Definitive Agreement
On March 29, 2016, General Cannabis Corp. (the Company) and the Infinity Capital West, LLC, (Infinity) a Colorado limited liability company (collectively the Parties), entered into an amendment agreement (the Amendment), which amended the terms of an option agreement (the Option Agreement), dated as of November 4, 2015 by and between the Parties and GC Finance Arizona LLC (GC). Both Infinity and GC (as a wholly-owned subsidiary of Infinity) are controlled by Michael Feinsod, the Companys Chairman of the Board of Directors. As previously disclosed on the Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission (the SEC) on November 9, 2015, pursuant to the Option Agreement, GC and Infinity granted the Company a six month option to purchase all of GCs interest in DB Products Arizona, LLC (DB) at GCs actual cost, plus $1.00.
DB is a Delaware LLC whose equity interests are currently 50% owned by GC Finance and 50% owned by Bloom Master Fund I, LLC. GC has agreed to grant Dixie Brands, Inc. an option (the Dixie Option) to purchase 50% of its equity interest in DB (representing a 25% equity interest in DB). Accordingly, the Companys option from GC Finance is subject to the Dixie Option. DB is involved in the production and distribution of Dixie Brands, Inc.s full line of medical cannabis Dixie Elixirs and Edible products in Arizona. Infinity owns approximately 1% of the capital stock of Dixie Brands, Inc.
Pursuant to the Amendment, Infinity agreed to grant the Company an extension of the option exercise term originally granted in the Option Agreement to September 30, 2015 in consideration for the grant of a warrant to Infinity to purchase One Hundred Thousand (100,000) shares of the common stock of the Company (the Warrant). The Warrant has a term of 5 years and an exercise price of $0.67 per share, which was the closing price of the Companys Common Stock on March 28, 2016.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02
Unregistered Sales of Equity Securities.
The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02. The securities were issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended. The foregoing description of the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant, which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.
On April 1, 2016, the Board approved the issuance of options to purchase 216,650 shares of the Companys common stock (the Shares) with an exercise price of $0.61 per share pursuant to the Companys 2014 Equity Incentive Plan (the Options), to various employees in recognition of services provided to the Company. The Options also included grants to the Companys directors: Messrs. Feinsod, Boockvar, and Frichtel.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
| Description |
4.1 |
| Amendment Agreement, dated March 29, 2016 |
4.2 |
| Warrant issued to Infinity Capital West, LLC, dated as of March 31, 2016 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: April 6, 2016
| GENERAL CANNABIS CORP | |
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| By: | /s/ Robert L. Frichtel |
| Name: | Robert L. Frichtel |
| Title: | Chief Executive Officer |
EXHIBIT INDEX
Exhibit |
| Description |
4.1 |
| Amendment Agreement, dated March 29, 2016 |
4.2 |
| Warrant issued to Infinity Capital West, LLC, dated as of March 31, 2016 |
Exhibit 4.1
AMENDMENT AGREEMENT
This Amendment Agreement (the Agreement), dated as of March 29, 2016, is by and between Infinity Capital West, LLC, a Colorado limited liability company, (Infinity), GC Finance Arizona LLC, Infinitys wholly-owned subsidiary and a Delaware limited liability company (FA), and General Cannabis Corp., a Colorado corporation (the Optionee)(collectively all are referred to as the Parties). This Agreement amends that certain option agreement (the Option Agreement), dated as of November 4, 2015 by and between the Parties. In the event that any provision of this Agreement conflicts with the Option Agreement, the provisions of this Agreement shall prevail.
R E C I T A L S
WHEREAS, Michael Feinsod (Feinsod) gave the Optionee notice of a potential opportunity to make an investment of approximately $600,000 in a joint venture with Dixie Brands, Inc. (Dixie) and Bloom Master Fund I, LLC to produce market and distribute Dixie elixirs in the state of Arizona through an LLC being titled DB Products Arizona, LLC (DB) (the Opportunity) and Optionee advised Feinsod that it did not have the financial resources to pursue the Opportunity;
WHEREAS, Feinsod decided to pursue the Opportunity individually through his entity Infinity Capital West, LLC and its wholly owned subsidiary FA and accordingly agreed to make a loan(s) to DB aggregating $600,000, which amount has now been increased to $750,000;
WHEREAS, FA agreed to lend Dixie up to $750,000 for which FA will receive a 14.0% secured promissory note (the Note) in the amount actually loaned and a 50% ownership interest in DB (the Equity Interest);
WHEREAS, FA granted Dixie an option (the Dixie Option) to purchase a portion of the Equity Interest in DB;
WHEREAS, FA offered the Optionee the right to purchase the Note and the Equity Interest, subject to the Dixie Option, pursuant to this Option Agreement on the same terms as paid by FA, plus the sum of $1.00; and
WHEREAS, the Optionee has not been in a financial position to exercise the Dixie Opition and desires to extend and amend the Option Agreement in consideration for the issuance, to Infinity Capital West, LLC by the Optionee, a warrant to purchase One Hundred Thousand (100,000) shares of common stock of General Cannabis Corp. (the Warrant).
A G R E E M E N T
1.
Amendment. At the Effective Time (as defined below), effective as of the date first written above, the Option Agreement shall be amended as follows:
1.1
Section 1 of the Option Agreement shall be amended and restated as the following:
Option. FA hereby gives the Optionee the right to purchase the Note and the Equity Interest from it in consideration for the Optionees repayment of all amounts paid or incurred by FA in connection with the Joint Venture plus $1.00 (the Option Consideration). The Option shall have a term of six (6) months from March 24, 2016, but shall terminate earlier if Michael Feinsod is no longer the Optionees Chairman of the Board. For purposes of this Agreement, Costs shall mean all expenses incurred by Infinity in connection with the Joint Venture, including legal fees actually paid, corporate filing fees actually paid and business travel expenses incurred by Infinitys representatives in connection with travel to and from DBs facilities. With respect to the Note, the Optionee will pay to Infinity the amount of principal and accrued and unpaid interest outstanding on the Note on the date of Optionees exercise of the Option and Infinity shall assign the Equity Interest and the Note to the Optionee.
2.
Consideration. In consideration for the extension of the Option term, as amended above, the Optionee hereby grants to infinity a warrant to purchase one hundred thousand (100,000) shares of the Optionees common stock at an exercise price of $0.67 per share (the Warrant), which is attached hereto as Exhibit A. The Warrant shall have a term of five (5) years and be subject to any standard anti-inflation protection for stock splits and reorganizations.
3.
Representations And Warranties. The Parties hereby make the representations and warranties to the one another as set forth in Section 2 of the Option Agreement (as amended hereby) as if such representations and warranties were made as of the date hereof and set forth in their entirety in this Amendment, mutatis mutandis.
4.
Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
5.
Governing Law. This Agreement shall be governed by the internal law (and not the law of conflicts of laws) of the State of Colorado.
6.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
7.
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
8.
Amendments and Waivers. Except as set forth in herein, any term of this Agreement may be amended, terminated or waived only with the written consent of the Parties.
9.
Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
10.
Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.
11.
Disputes. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The number of arbitrators shall be One (the Arbitrator). The place of arbitration shall be in New York, New York. Judgment on the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
| INFINITY CAPITAL WEST, LLC | |
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| By: | /s/ Michael Feinsod |
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| Name: Michael Feinsod |
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| Title: Managing Member |
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| GC Finance Arizona LLC | |
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| By: | /s/ Michael Feinsod |
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| Name: Michael Feinsod |
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| Title: Managing Member |
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| GENERAL CANNABIS CORP. | |
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| By: | /s/ Robert Frichtel |
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| Name: Robert Frichtel |
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| Title: Chief Executive Officer |
EXHIBIT A
FORM OF WARRANT
Exhibit 4.2
NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
Issue Date: March 31, 2016
GENERAL CANNABIS CORP.
WARRANT
TO PURCHASE SHARES OF COMMON STOCK
THIS WARRANT (the Warrant) certifies that, for value received, Infinity Capital West, LLC, a Colorado limited liability company, 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 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 100,000 shares (as subject to adjustment hereunder, the Warrant Shares) of the Companys $0.001 par value common stock, (Common Stock). The purchase price of one share of Common Stock under this Warrant shall be equal to sixty-seven cents ($0.67) (the Purchase Price), subject to adjustment hereunder (the Exercise Price).
1.
The Holder may exercise this Warrant, in whole or in part, upon surrender of this Warrant, with the exercise form annexed hereto duly executed, at the office of the Company, or such other office as the Company shall notify the Holder in writing, together with a certified or bank cashier's check payable to the order of the Company in the amount of the Purchase Price multiplied by the number of shares of Common Stock being purchased.
2.
Principal Market shall include the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTCQB (or any successors to any of the foregoing) (whichever is at the time the principal trading exchange or market for the Common Stock), or any securities exchange or other securities market on which the Common Stock is then being listed, quoted or traded. The Company will from time to time take all action which may be necessary so that the Warrant Shares, immediately upon their issuance upon the exercise of the Warrant, will be listed on the Principal Market on which other shares of Common Stock are then listed, if any.
If the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than the Companys initial public offering or a registration relating solely to the offer and sale of non-convertible securities, the Companys current registration statement on Form S-1 indicated as registration number 333-193890, non-exchangeable debt securities or a registration on Form S-4 or Form S-8, or any successor or similar forms) (a Piggyback Registration), whether for the account of the Company or otherwise, it will include all Registrable Securities (as hereinafter defined) in such registration statement and give written notice to each registered Holder. The Company will use its best efforts to effect the registration under the Securities Act of all of the Registrable Securities in such registration statement. The term Registrable Securities means (i) the Warrant Shares and any other securities of the Company issuable upon the exercise of the Warrants and (ii) any shares of capital stock or other securities issued or issuable with respect to this Warrant, as a result of any stock split, stock dividend, recapitalization, exchange, or similar event or otherwise.
3.
The person or persons in whose name or names any certificate representing Common Stock is issued hereunder shall be deemed to have become the holder of record of the Common Stock represented thereby as of the close of business on the date on which this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed. Until such time as this Warrant is exercised or terminates, the Purchase Price payable and the number and character of securities issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided.
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4.
The Company covenants that it will at all times reserve and keep available a number of its authorized Common Stock, free from all preemptive rights, which will be sufficient to permit the exercise of this Warrant. The Company further covenants that such shares as may be issued pursuant to the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges. Unless previously exercised, this Warrant shall expire at 5:00 p.m. Eastern Standard Time, on the Expiration Date and shall be void thereafter or can be extended at the Companys discretion.
5.
If the Company subdivides its outstanding Common Stock, by split-up or otherwise, or combines its outstanding Common Stock, the Purchase Price then applicable to shares covered by this Warrant shall forthwith be proportionately decreased in the case of a subdivision, or proportionately increased in the case of a combination.
6.
If (a) the Company reorganizes its capital, reclassifies its capital stock, consolidates or merges with or into another corporation (but only if the Company is not the surviving corporation and no longer has more than a single shareholder) or sells, transfers or otherwise disposes of all or substantially all its property, assets, or business to another corporation, and (b) pursuant to the terms of such reorganization, reclassification, merger, consolidation, or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock, or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (Other Property), are to be received by or distributed to the holders of Common Stock, then (c) Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same number of shares of common stock of the successor or acquiring corporation and Other Property receivable upon such reorganization, reclassification, merger, consolidation, or disposition of assets as a holder of the number of Common Stock for which this Warrant is exercisable immediately prior to such event. At the time of such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to adjust the number of shares of the common stock of the successor or acquiring corporation for which this Warrant is exercisable. For purposes of this section, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock, or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this section shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations, or disposition of assets.
7.
If a voluntary or involuntary dissolution, liquidation or winding up of the Company (other than in connection with a merger or consolidation of the Company) is at any time proposed during the term of this Warrant, the Company shall give written notice to the Holder at least thirty days prior to the record date of the proposed transaction. The notice shall contain: (1) the date on which the transaction is to take place; (2) the record date (which must be at least thirty days after the giving of the notice) as of which holders of the Common Stock entitled to receive distributions as a result of the transaction shall be determined; (3) a brief description of the transaction; (4) a brief description of the distributions, if any, to be made to holders of the Common Stock as a result of the transaction; and (5) an estimate of the fair market value of the distributions. On the date of the transaction, if it actually occurs, this Warrant and all rights existing under this Warrant shall terminate.
8.
In no event shall any fractional share of Common Stock of the Company be issued upon any exercise of this Warrant. If, upon exercise of this Warrant as an entirety, the Holder would, except as provided in this Section 9, be entitled to receive a fractional share of Common Stock, then the Company shall issue the next higher number of full Common Stock, issuing a full share with respect to such fractional share. If this Warrant is exercised at one time for less than the maximum number of Common Stock purchasable upon the exercise hereof, the Company shall issue to the Holder a new warrant of like tenor and date representing the number of Common Stock equal to the difference between the number of shares purchasable upon full exercise of this Warrant and the number of shares that were purchased upon the exercise of this Warrant.
9.
No adjustments in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least five cents in such price, provided however, that any adjustments which by reason of this Section 10 are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
10.
Whenever the Purchase Price is adjusted, as herein provided, the Company shall promptly deliver to the Holder a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
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If at any time prior to the expiration or exercise of this Warrant, the Company shall pay any dividend or make any distribution upon its Common Stock or shall make any subdivision or combination of, or other change in its Common Stock, the Company shall cause notice thereof to be mailed, first class, postage prepaid, to Holder at least thirty full business days prior to the record date set for determining the holders of Common Stock who shall participate in such dividend, distribution, subdivision, combination or other change. Such notice shall also specify the record date as of which holders of Common Stock who shall participate in such dividend or distribution is to be determined. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any dividend or distribution.
12.
The Company will maintain a register containing the names and addresses of the Holder and any assignees of this Warrant. Holder may change its address as shown on the warrant register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered by confirmed facsimile or telecopy or by a recognized overnight courier, addressed to Holder at the address shown on the warrant register.
13.
This Warrant has not been registered under the Securities Act of 1933, as amended (the Securities Act), or any state securities laws (State Acts) or regulations in reliance upon exemptions under the Securities Act, and exemptions under the State Acts. Subject to compliance with the Securities Act and State Acts, this Warrant and all rights hereunder are transferable in whole or in part, at the office of the Company at which this Warrant is exercisable, upon surrender of this Warrant together with the assignment hereof properly endorsed.
14.
In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company may issue a new warrant of like tenor and denomination and deliver the same (a) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (b) in lieu of any Warrant lost, stolen, or destroyed, upon receipt of evidence satisfactory to the Company of the loss, theft or destruction of such Warrant (including a reasonably detailed affidavit with respect to the circumstances of any loss, theft, or destruction) and of indemnity with sufficient surety satisfactory to the Company.
15.
Unless a current registration statement under the Securities Act, shall be in effect with respect to Common Stock to be issued upon exercise of this Warrant, the Holder, by accepting this Warrant, covenants and agrees that, at the time of exercise hereof, and at the time of any proposed transfer of Common Stock acquired upon exercise hereof, the Company may require Holder to make such representations, and may place such legends on certificates representing Common Stock issuable upon exercise of this Warrant, as may be reasonably required in the opinion of counsel to the Company to permit such Common Stock to be issued without such registration.
16.
This Warrant does not entitle Holder to any of the rights of a stockholder of the Company.
17.
Nothing expressed in this Agreement and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties to this Agreement any covenant, condition, stipulation, promise, or agreement contained herein, and all covenants, conditions, stipulations, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their respective successors and assigns.
18.
The provisions and terms of this Warrant shall be construed in accordance with the laws of the State of Colorado.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
GENERAL CANNABIS CORP. | |
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By: | /s/Robert L Frichtel |
| Name: Robert L. Frichtel |
| Title: Chief Executive Officer |
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EXHIBIT A
FORM OF EXERCISE
Date: ____________________
To: GENERAL CANNABIS CORP
The undersigned hereby subscribes for _______ shares of common stock of General Cannabis Corp., Inc. covered by this Warrant and hereby delivers $___________ in full payment of the purchase price thereof. The certificate(s) for such shares should be issued in the name of the undersigned or as otherwise indicated below:
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EXHIBIT B
FORM OF ASSIGNMENT
For Value Received, the undersigned hereby sells, assigns and transfers unto the assignee(s) set forth below the within Warrant certificate of General Cannabis Corp.; together with all right, title and interest therein, and hereby irrevocably constitutes and appoints ___________________________________ attorney, to transfer the said Warrant on the books of the within-named Company with respect to the number of Common Stock set forth below, with full power of substitution in the premises.
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Dated: ______________________________
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| NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER. | |
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