Exhibit 10.31


       


       


 





NEITHER
THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES
INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I)
IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN
A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT
TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Principal
Amount: $50,000 Issue Date: October 8, 2018  Purchase
Price: $50,000 CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, PURA
NATURALS, INC., a Colorado corporation (hereinafter called the "Bon wer"),
hereby promises to pay to the order of Joseph W & Patricia G Abrams Family
Trus d d 3/15/95, or registered assigns (the "Holder") the principal
sum of $50,000 (the "Principal A o t"), together with interest at the rate
of eight percent (%) per annum, at maturity or upon acce ra ion or otherwise, as
set forth herein (the "Note"). The Consideration to the Borrower for this Note is $50,000 (the "Consideration").
The maturity date shall be six (6) months from the Issu Date (the "Maturity Date"),
and is the date upon which the principal sum, as well as any accrued d unpaid interest
and other fees, shall be due and payable. This Note may not be prepaid in w ole or
in part except as otherwise explicitly set forth herein. Any amount of principal or
interest on this Note, which is not paid by the Maturity Date, shall bear interest at the rate of eighteen
perc nt (18%) per annum from the due date thereof until the same is paid ("Default Interest"), or such amount that is
the highest interest allowed in the state under which this Note shall be governed. Interest shall commence accruing on the date
that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments
due hereunder (to the extent not converted into common stock, $0.001 par value per
share (the "Common Stock") in accordance with the terms hereof) shall be
made in lawful money of theUnited States of America. All payments shall be made at such address as the Holder shall hereafter
give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever
any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead
be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date
on which this Note is paid in full, the extension of the due date thereof shall not
be taken into account for purposes of determining the amount of interest due on such
date. As used in this Note, the term "business day" shall mean any day other than a Saturday, Sunday or a day on which
commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed.







 


 

    
    
      	 		 


    


    
   
 


This Note is free from
all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other
similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof. The following additional
terms shall apply to this Note: ARTICLE 1. CONVERSION RIGHTS Conversion
Right. The Holder shall have the right at any time on or after the Maturity Date to convert
all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest
of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock
exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall
hereafter be changed or reclassified at the conversion price (the
"Conversion Price") determined as provided herein (a "Conversion"); provided, however, that
in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion
of which the sum of (1) the number of shares of Common Stock beneficially owned by
the Holder and its affiliates (other than shares of Common Stock which may be deemed
beneficially owned through the ownership of the unconverted portion of the Notes
or the unexercised or unconverted portion of any other security of the Borrower subject to
a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock
issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being
made, would result in beneficial ownership by the Holder and its affiliates of more than
4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall be determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further,
however, that the limitations on conversion may be increased to a maximum of
9.99% of the outstanding common shares of the Borrower by the Holder upon, at the
election of the Holder, not less than 61 days' prior notice to the Borrower, and the provisions of the conversion limitation shall
continue to apply until such 61st day (or such later date, as determined by the Holder,
as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each conversion of this
Note shall be determined by dividing the Conversion Amount (as defined below) by
the applicable Conversion Price then in effect on the date specified in the notice
of conversion, in the form attached hereto as Exhibit A (the "Notice of Conversion"), delivered to the Borrower by the
Holder in accordance with Section 1.4 below; provided that the Notice of Conversion
is submitted by facsimile or e-mail (or by other means resulting in, or reasonably
expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the "Conversion
Date"). The term "Conversion Amount" means, with respect to any conversion
of this Note, the sum of (1) the principal amount of this Note to be converted in
such conversion plus (2) at the Holder's option, accrued and unpaid interest, if any, on such principal amount at the interest
rates provided in this Note to the Conversion Date, plus (3) at the Holder's
option, Default Interest, if any, on the amounts referred to in the immediately preceding
clauses (1) and/or (2) plus (4) at the Holder's option, any amounts owed to
the Holder pursuant to Sections 1.3 and 1.4(g) hereof. 


 


 

    
    
      	 		 


    


    
   
 


 1.1
Conversion Price. (a) Calculation of Conversion Price. The Conversion Price shall equal the
Variable Conversion Price (as defined herein) (subject, in each case, to equitable adjustments for
stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities
of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar
events) (also subject to adjustment as further described herein). The "Variable Conversion Price" shall mean the lesser
of (i) 80% multiplied by the Market Price (as defined herein), or (ii) $0.0065. "Market
Price" means the lowest Trading Price (as defined below) for the Common Stock
during the five (5) Trading Day period ending on the last complete Trading Day prior
to the Conversion Date. "Trading Price" means, for any security as of any
date, the trading price of the Common Stock on the OTC Pink Marketplace, or applicable
trading market (the "OTC") as reported by a reliable reporting service ("Reporting Service") designated by
the Holder (i.e. Bloomberg) or, if the OTC PINK is not the principal trading market for such security, on the principal securities
exchange or trading market where such security is listed or traded or, if the lowest
intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market
makers for such security that are quoted on the OTC Markets. If the Trading Prices
cannot be calculated for such security on such date in the manner provided above,
the Trading Prices shall be the fair market value as mutually determined by the Borrower
and the holders of a majority in interest of the Notes being converted for which
the calculation of the Trading Prices are required in order to determine the Conversion
Price of such Notes. "Trading Day" shall mean any day on which the Common Stock
is tradable for any period on the OTC PINK, or on the principal securities exchange or other securities market on which the Common
Stock is then being traded. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction
(including but not limited to the issuance of new promissory notes or of a replacement promissory
note), or Section 3(a)(10) transaction, in which any 3rd party has the right to convert monies
owed to that 3rd party (or receive shares pursuant to a settlement or otherwise) at a discount to
market greater than the Variable Conversion Price in effect at that time (prior to all other applicable
adjustments in the Note), then the .Variable Conversion Price shall be automatically adjusted
to such greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding.
Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9)
transaction (including but not limited to the issuance of new promissory notes or
of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has
a look back period greater than the look back period in effect under the Note at that time (currently
a thirty (30) Trading Day look back period as described in this Section 1.2(a) applies), then the Holder's look back period shall
automatically be adjusted to such greater number of days until this Note is no longer
outstanding. The Borrower shall give written notice to the Holder, with the adjusted
Variable Conversion Price and/or adjusted look back period (each adjustment that is applicable
due to the triggering event), within one (1) business day of an event that requires any adjustment described in the two immediately
preceding sentences. Authorized Shares. The Borrower covenants that during the period the conversion right exists, the
Borrower will reserve from its authorized and unissued Common Stock a sufficient number
of shares, free from preemptive rights, to provide for the issuance of Common Stock
upon the full conversion of this Note. The Borrower is required at all times to have
authorized and reserved two times the number of shares that is actually issuable upon full conversion of the Note (based on the
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Conversion Price of the Notes in effect from time to time) (the
"Reserved Amount"). It is agreed by
the Borrower, that the Borrower shall reserve the Reserved Amount within 90 days of the date of
this Note. The Reserved Amount shall be increased from time to time in accordance with the Borrower's
obligations hereunder. The Borrower represents that upon issuance, such shares will be
duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any
securities or make any change to its capital structure which would change the number of shares of
Common Stock into which the Notes shall be convertible at the then current Conversion Price, the
Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common
Stock authorized and reserved, free from preemptive rights,
for conversion of the outstanding Notes. The Borrower (i) acknowledges that it will, within 90 days from the date of this Note
irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and
(ii) agrees that its issuance of this Note
shall constitute full authority to its officers and agents who are charged with the duty of executing
stock certificates to execute and issue the necessary certificates for shares of Common Stock
in accordance with the terms and conditions of this Note. If,
at any time after 90 days from the date of this Note the Borrower does not maintain
the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.
12Method
of Conversion. (a)
Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the
Holder in whole or in part at any time from time to time after the Issue Date, by (A)
submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means
of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b),
surrendering this Note at the principal office of the Borrower. Surrender
of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon
conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note
to the Borrower unless the entire unpaid principal amount of this Note is so converted.
The Holder and the Borrower shall maintain records showing the principal amount so
converted and the dates of such conversions or shall use such other method, reasonably satisfactory
to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion.
In the event of any dispute or discrepancy, such records of the Borrower shall, prima
facie, be controlling and determinative in the absence of manifest error. Notwithstanding
the foregoing, if any portion of this Note is converted as aforesaid, the Holder may
not transfer this Note unless the Holder firstphysically surrenders this Note to the Borrower, whereupon
the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of
like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes)
may request, representing in the aggregate the remaining unpaid principal amount of this Note.
The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason
of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid
and unconverted principal amount of this Note represented by this Note may be less than the
amount stated on the face hereof. (b) Payment of Taxes. The Borrower shall
not be required to pay any tax 4


 


 

    
    
      	 		 


    


    
   
 


 which
may be payable in respect of any transfer involved in the issue and delivery of shares of Common
Stock or other securities or property on conversion of this Note in a name other than that of
the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities
or property unless and until the person or persons (other than the Holder or the custodian
in whose street name such shares are to be held for the Holder's account) requesting
the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction
of the Borrower that such tax has been paid. (c) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower
from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion
meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall
issue and deliver or cause to be issued and delivered to or upon the order of the
Holder certificates for the Common Stock issuable upon such conversion within two (2) business days after such receipt
(the "Deadline") (and, solely in the case of conversion of the entire unpaid principal
amount hereof, surrender of this Note) in accordance with the terms hereof. (d) Obligation
of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice
of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion;
the outstanding principal amount and the amount of accrued and unpaid interest on this Note
shall be reduced to reflect such conversion, and, unless the Borrower defaults on
its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate
except the right to receive the Common Stock or other securities, cash or other assets,
as herein provided, on such conversion. If the Holder shall have given a Notice of
Conversion as provided herein, the Borrower's obligation to issue and deliver the certificates for Common Stock shall be
absolute and unconditional, irrespective of the absence of any action by the Holder to enforce
the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person
or any action to enforce the same, any failure or delay in the enforcement of any other
obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment,
limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of
any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection
with such conversion. The Conversion Date specified in the Notice of Conversion shall be
the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00
p.m., New York, New York time, on such date. (e) Delivery of Common Stock by Electronic
Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided
the Borrower is participating in the Depository Trust Company ("DTC") Fast Automated
Securities Transfer ("FAST") program, upon request of the Holder and its compliance with the provisions contained
in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer
agent to electronically transmit the Common Stock issuable upon conversion to the Holder by
crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent
Commission ("DWAC") system. (f) Failure to Deliver Common Stock Prior
to Deadline. Without in any way limiting the Holder's right to pursue other remedies,
including actual damages and/or equitable relief, the parties agree that if delivery
of the Common Stock issuable upon conversion of this Note 5


 


 


 


 

    
    
      	 		 


    


    
   
 


is not delivered by the Deadline, the Borrower shall pay to the
Holder $1,000 per day in cash, for each
day beyond the Deadline that the Borrower fails to deliver such Common Stock. Such cash amount
shall be paid to Holder by the fifth day of the month following the month in which it has accrued
or, at the option of the Holder (by written notice to the Borrower by the first day of the month
following the month in which it has accrued), shall be added to the principal amount of this Note,
in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall
be convertible into Common Stock in accordance with the terms
of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The
damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible
to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section 1.4(g) are justified.
Concerning
the Shares. The shares of Common Stock issuable upon conversion of this
Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration
statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished
with an opinion of counsel (which opinion shall be in form, substance and scope customary
for opinions of counsel in comparable transactions) to the effect that the shares to be sold
or transferred may be sold or transferred pursuant to an exemption from such registration or (iii)
such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) ("Rule 144") or (iv) such
shares are transferred to an "affiliate" (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer
the shares only in accordance with this Section 1.5 and who is an Accredited Investor.
Except as otherwise provided (and subject to the removal provisions set forth below),
until such time as the shares of Common Stock issuable upon conversion of this Note
have been registered under the Act or otherwise may be sold pursuant to Rule 144
without any restriction as to the number of securities as of a particular date that can then be
immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note
that has not been so included in an effective registration statement or that has not been sold
pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially
in the following form, as appropriate: "NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL
(WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES." The legend set forth above shall be removed and
the Borrower shall issue to the Holder a new certificate therefore free of any transfer
legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary
for 6


 


 

    
    
      	 		 


    


    
   
 


opinions of counsel in comparable transactions, to the effect that
a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted
by the Borrower so that the
sale or transfer is effected or (ii) in the case of the Common Stock issuable
upon conversion of this Note, such security is registered for sale by the Holder under an effective
registration statement filed under the Act or otherwise may be sold pursuant to Rule 144
without
any restriction as to the number of securities as of a particular date that can then be immediately
sold. In the event that the Borrower does not accept the opinion of counsel provided by
the Holder with respect to the transfer of Securities pursuant to an exemption from registration, such
as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant
to Section 3.2 of the Note. Trading
Market Limitations. Unless permitted by the applicable rules and regulations of the principal
securities market on which the Common Stock is then listed or traded, in no event
shall the Borrower issue upon conversion of or otherwise pursuant to this Note more than
the maximum number of shares of Common Stock that the Borrower can issue pursuant to any
rule of the principal United States securities market on which the Common Stock is then traded (the
"Maximum Share Amount"), which shall be 4.99% of the total shares currently outstanding, subject to equitable adjustment
from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the
Common Stock occurring after the date hereof. Once the Maximum Share Amount has been issued, if the Borrower fails to eliminate
any prohibitions under applicable law or the rules or regulations of any stock exchange,
interdealer quotation system or other self-regulatory organization with jurisdiction over the Borrower or any of its securities
on the Borrower's ability to issue shares of Common Stock in excess of the Maximum Share Amount, in lieu of any thither right
to convert this Note, this will be considered an Event of Default under Section 3.3 of the Note. 13
Status as Shareholder. Upon submission of a Notice of Conversion by a Holder,
(i) the shares covered thereby (other than the shares, if any, which cannot be issued
because their issuance would exceed such Holder's allocated portion of the Reserved Amount
or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder's rights as a Holder of such
converted portion of this Note shall cease and terminate, excepting only the right
to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in
equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing,
if a Holder has not received certificates for all shares of Common Stock prior to
the tenth (10th) business day after the expiration of the Deadline with respect to
a conversion of any portion of this Note for any reason, then (unless the Holder
otherwise elects to retain its status as a holder of Common Stock by so notifying
the Borrower) the Holder shall regain the rights of a Holder of this Note with respect
to such unconverted portions of this Note and the Borrower shall, as soon as practicable,
return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust
its records to reflect that such portion of this Note has not been converted. In all cases, the Holder
shall retain all of its rights and remedies (including, without limitation, (i) the right to receive
Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for such
Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent
conversions determined in accordance with Section 1.3) for the Borrower's failure
to convert this Note


 


 

    
    
      	 		 


    


    
   
 


 ARTICLE
II. CERTAIN COVENANTS 2.1 Distributions
on Capital Stock. So long as the Borrower shall have any obligation under this
Note, the Borrower shall not without the Holder's written consent (a) pay, declare
or set apart for such payment, any dividend or other distribution (whether in cash, property
or other securities) on shares of capital stock other than dividends on shares of Common Stock
solely in the form of additional shares of Common Stock or (b) directly or indirectly or through
any subsidiary make any other payment or distribution in respect of its capital stock except for
distributions pursuant to any shareholders' rights plan which is approved by a majority of the Borrower's disinterested directors.
2.2 Restriction on Stock Repurchases. So long as the Borrower shall
have any obligation under this Note, the Borrower shall not without the Holder's written consent redeem, repurchase or otherwise
acquire (whether for cash or in exchange for property or other securities or otherwise)
in any one transaction or series of related transactions any shares of capital stock
of the Borrower or any warrants, rights or options to purchase or acquire any such shares.
ARTICLE III. EVENTS OF DEFAULT If any
of the following events of default (each, an "Event of Default") shall occur: 3.1
Failure to Pay Principal or Interest. The Borrower fails to pay the
principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration
or otherwise, and such breach continues for a period of five (5) days. 3.2 Conversion
and the Shares. The Borrower fails to reserve a sufficient amount of shares of common
stock as required under the terms of this Note (including Section 1.3 of this Note)(and
such breach continues for a period of five (5) days), fails to issue shares of Common
Stock to the Holder (or announces or threatens in writing that it will not honor its
obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance
with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically
or in certificated form) any certificate for shares of Common Stock issued to the Holder
upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent
not to transfer or delays, impairs, and/or hinders its transfer agent in transferring
(or issuing) (electronically or in certificated form) any certificate for shares of
Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note,
or fails to remove (or directs its transfer agent not to remove or impairs, delays,
and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect
thereof) on any certificate for any shares of Common Stock issued to the Holder upon
conversion of or otherwise pursuant to this Note as and when required by this Note
(or makes any written announcement, statement or threat that it does not intend to
honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement
or threat not to honor its obligations shall not be rescinded in writing) for three
(3) business days after the Holder shall have delivered a Notice of Conversion. It
is an obligation of the Borrower to remain current in its obligations to its transfer agent.
It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance
owed by the Borrower to its transfer agent. If at the option of the 8


 

    
    
      	 		 


    


    
   
 


 Holder,
the Holder advances any funds to the Borrower's transfer agent in order to process a conversion, such advanced funds shall be
paid by the Borrower to the Holder within five (5) business
days of a demand from the Holder, either in cash or as an addition to the balance of the Note, and such choice of payment method
is at the discretion of the Borrower. 3.3
Breach of
Covenants. The Borrower breaches any material covenant or other material term or condition
contained in this Note and any collateral documents and such breach continues for
a period of ten (10) days after written notice thereof to the Borrower from the Holder. 3.4
Breach of Representations and Warranties. Any representation or
warranty of the Borrower made herein or in any agreement, statement or certificate given in writing
pursuant hereto or in connection herewith, shall be false or misleading in any material respect
when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder
with respect to this Note. 3.5 Receiver or Trustee. The Borrower
or any subsidiary of the Borrower shall make an assignment for the benefit of creditors,
or apply for or consent to the appointment of a receiver or trustee for it or for
a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed. 3.6
Judgments. Any money judgment, writ or similar process shall be entered
or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $150,000,
and shall remain unvacated, unbonded or unstayed for a period of thirty (30) days unless
otherwise consented to by the Holder, which consent will not be unreasonably withheld. 3.7
Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy
law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower. 3.8
Delisting of Common Stock. The Borrower shall fail to maintain the listing
or quotation of the Common Stock on the OTC Markets platforms or an equivalent replacement
exchange, the Nasdaq Global Market, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE MKT. 3.9
Failure to Comply with the Exchange Act. The Borrower shall fail
to comply with the reporting requirements of the Exchange Act, and/or the Borrower shall cease
to be subject to the reporting requirements of the Exchange Act. 3.10Liquidation.Any
dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.
3.11 Cessation of Operations. Any cessation of operations by Borrower
or Borrower admits it is otherwise generally unable to pay its debts as such debts become due,
provided, however, that any disclosure of the Borrower's ability to continue as a "going concern"
shall not be an admission that the Borrower cannot pay its debts as they become due. 9 


 


 

    
    
      	 		 


    


    
   
 


3.12 Financial
Statement Restatement. The Borrower replaces its auditor, or any restatement of any financial
statements filed by the Borrower with the SEC for any date or period from two years
prior to the Issue Date of this Note and until this Note is no longer outstanding,
if the result of such restatement would, by comparison to the unrestated financial statement,
have constituted a material dverse effect on the rights of the Holder with respect to this Note.
3.13 Re erse S lits. The Borrower
effectuates a reverse split of its Common Stock without twenty (20) ys prior written notice to the Holder. 3.14
Replacement of Transfer A ent. In the event that the Borrower replaces
its transfer agent, and the B i rrower fails to provide prior to the effective date of such replacement,
a fully executed Irrevocable Transfer Agent Instructions (including but not limited to
the provision to irrevocably resery shares of Common Stock in the Reserved Amount) signed by
the successor transfer agent to Bo ower and the Borrower. 3.15 Cr contained
in this Note or the other r Borrower of any covenant or other to securities
of the Borrower, including issued, or hereafter issued, by the B Agreements"),
after the passage of al option of the Holder, be considered a entitled to apply all
rights and remedi default under said. Other Agreement o 3.16
In officers, directors, and/or affiliates conveyance,
or disclosure by the Bo non-public information concerning which
is not immediately cured by B that same date. 3.17
lowest Trading Prices on the OTC or Stock
is equal to or less than $0.0001. 3.18 fails
to immediately prepay this Note i closing of any financing of $1,500,00 s-Default.
Notwithstanding anything to the contrary lated or companion documents, a breach or default
by the or condition contained in any of the other equity or debt ut
not limited to all convertible promissory notes, currently rrower, to the Holder
or any other 3'd party (the "Other applicable notice and cure or grace periods,
shall, at the default under this Note, in which event the Holder shall be s of the
Holder under the terms of this Note by reason of a hereunder. ide Information.
Any attempt by the Borrower or its o transmit, convey, disclose, or any actual transmittal, ower
or its officers, directors, and/or affiliates of, material e Borrower, to the Holder
or its successors and assigns, ower's filing of a Form 8-K pursuant to Regulation
FD on o bid. At any time while this Note is outstanding, the other
applicable principal trading market for the Common allure to re a u on • ualified
Financin . If the Borrower its entirety within three (3) business days of the Borrower's
or more. 10


 


 

    
    
      	 		 


    


    
   
 


  Upon
the occurrence and during the continuation of any Event of Default specified in Section
3, the Note shall become immediately due and payable and the Borrower shall pay to the Holder,
in full satisfaction of its obligations hereunder, an amount equal to 150% multiplied by the
then outstanding entire balance of the Note (including principal and accrued and unpaid interest)
plus Default Interest, if any, plus any amounts owed to the Holder pursuant to Sections 1.4(g) hereof (collectively,
in the aggregate of all of the above, the "Default Sum"), and all other amounts payable hereunder shall immediately
become due and payable, all without demand, presentment or notice, all of which hereby are
expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the
Holder shall be entitled to exercise all other rights and remedies available at law or in
equity. If the Borrower fails to pay the Default Amount within five (5) business days
of written notice that such amount is due and payable, then the Holder shall have
the right at any time, so long as the Borrower remains in default (and so long and
to the extent that there are sufficient authorized shares), to require the Borrower,
upon written notice, to immediately issue, in lieu of the Default Amount, the number
of shares of Common Stock of the Borrower equal to the Default Amount divided by
the Conversion Price then in effect, subject to issuance in tranches due to the beneficial
ownership limitations contained in this Note. ARTICLE IV. MISCELLANEOUS 4.1
Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in
the exercise of any power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise available. 42
Notices. All, notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery,
telegram, facsimile, or electronic mail addressed as set forth below or to such other
address as such party shall have specified most recently by written notice. Any notice
or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery, upon electronic mail delivery, or delivery by facsimile,
with accurate confirmation generated by the transmitting facsimile machine, at the
address or number designated below (if delivered on a business day during normal business hours
where such notice is to be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: 11


 


 

    
    
      	 		 


    


    
   
 


 


 If
to the Borrower, to: PURA
NATURALS, INC. 23101
Lake Center Drive Suite
100 Lake
Forest, CA 92630 43
Amendments.
This Note and any provision hereof may only be amended
by an instrument in writing signed by the Borrower and the Holder. The term "Note" and all
reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended
or supplemented, then as so amended or supplemented. 4.4
Assignability.
This Note may not be assigned by the Borrower, and
shall be binding upon the Borrower and its successors, and shall inure to be the benefit of the Holder
and its successors and assigns. Each transferee of this Note must be an "accredited investor"
(as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note to the
contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.
43 Cost of Collection. If default is made in the payment of this Note,
the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys' fees. 4.6
Governing Law. This Note shall be governed by and construed in accordance
with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either
party against the other concerning the transactions contemplated by this Note shall be brought
only in the state and/or federal courts of New York, NY. The parties to this Note
hereby irrevocably waive any objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of jurisdiction or venue
or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing
party shall be entitled to recover from the other party its reasonable attorney's fees and costs.
In the event that any provision of this Note or any other agreement delivered in connection herewith
is invalid or unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute
or rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably
waives personal service of process and consents to process being served in any suit, action
or proceeding in connection with this Agreement or any other Transaction Document
by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any other manner permitted by law. 4.7 Certain
Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in
excess of the outstanding principal amount (or the portion thereof required to be
paid at that time)• plus accrued and unpaid interest plus Default Interest on
such interest, the Borrower and the Holder agree that the actual damages to the Holder 12



 

    
    
      	 		 


    


    
   
 


from the receipt of cash payment on this Note may be difficult to
determine and the amount to be so paid by the Borrower
represents stipulated damages and not a penalty and is intended to compensate the Holder
in part for loss of the opportunity to convert this Note and to earn a return from
the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess
of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree
that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of
a cash payment without the opportunity to convert this Note into shares of Common Stock. 4.8 Remedies.
The Borrower acknowledges that a breach by it of its obligations hereunder will
cause irreparable harm to the Holder, by vitiating the intent and purpose of the
transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy
at law for a breach of its obligations under this Note will be inadequate and agrees, in the event
of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder
shall be entitled, in addition to all other available remedies at law or in equity, and in addition
to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note
and to enforce specifically the terms and provisions thereof, without the necessity
of showing economic loss and without any bond or other security being required. 4.9
Prepayment. Notwithstanding anything to the contrary contained in this
Note, the Borrower may prepay any amount outstanding under this Note, on or before
the Maturity Date of this Note, by making a payment to the Holder of an amount in cash equal to 125% multiplied the amount that
the Borrower is prepaying. Notwithstanding anything to the contrary contained in this Note, the Borrower may prepay any amount
outstanding under this Note, after the Maturity Date of this Note, by making a payment to the Holder of an amount in cash
equal to 140% multiplied the amount that the Borrower is prepaying. In order to prepay this Note,
the Borrower shall provide notice to the Holder five (5) business days prior to such respective
prepayment date, and the Holder must receive such prepayment on or before the 10th business day after the Holder's receipt
of the respective prepayment notice (the "Prepayment Period"). The Holder may not convert the Note in whole or in part
at any time during the Prepayment Period. If the Borrower fails to pay the applicable prepayment
amount within any applicable Prepayment Period, then it shall automatically be deemed
an Event of Default under Sections 3.3 and 3.4 of this Note. 4.10
Section 3(a)(10) Transactions. If at any time while this Note is
outstanding, the Borrower enters into a transaction structured in accordance with, based upon, or related or pursuant to, in whole
or in part, Section 3(a)(10) of the Securities Act (a "3(a)(10) Transaction"),
then a liquidated damages charge of 25% of the outstanding principal balance of this
Note at that time, will be assessed and will become immediately due and payable to the Holder, either
in the form of cash payment or as an addition to the balance of the Note, as determined by mutual
agreement of the Borrower and Holder. [Signature Page Follows] 13


 


 

    
    
      	 		 


    


    
   


 





IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this October 8, 2018. 


 


PURA NATURALS,
INC.


 


 


 


By: /s/ Robert
Doherty


Name:
Robert Doherty


Title: Chief
Executive Officer


 


 


 


 


 


 


 


 


14


 


 

    
    
      	 		 


    


    
   
 





EXHIBIT
A — NOTICE OF CONVERSION The undersigned hereby
elects to convert $ principal amount an d in
interest of the Note (defined below) into that number of shares of Common Stock to be
issued pursuant to the conversion of the Note ("Common Stock") as set forth below, of PURA NATURALS,
INC., a Colorado corporation (the "Borrower") according to the conditions of the convertible note
of the Borrower dated as of October 8, 2018 (the "Note"), as of the date written below. No fee will be charged to the
Holder for any conversion, except for transfer taxes, if any. Box Checked as to applicable
instructions: [ ] The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of
Conversion to the account of the undersigned or its nominee with DTC through its Deposit
Withdrawal Agent Commission system ("DWAC Transfer"). Name of DTC Prime
Broker: Account Number: [ ] The undersigned
hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below
(which numbers are based on the Holder's calculation attached hereto) in the name(s) specified immediately below or, if
additional space is necessary, on an attachment hereto INSERT
INVESTOR NAME Date of Conversion: Applicable
Conversion Price: Number of Shares of Common Stock to be Issued Pursuant to Conversion
of the Notes: Amount of Principal Balance Due remaining Under
the Note after this conversion: By: Name: Title: Date:







 


 

    
    
      	 		 


    


    
   
 


 OFFICER'S
CERTIFICATE The undersigned, Robert Doherty, CEO of Pura Naturals, Inc., a Colorado corporation
(the "Company"), in connection with the authorization and issuance of a
Convertible Promissory Note in the aggregate principal amount of $50,000 dated October 8, 2018 by and among the Company and Joseph
W & Patricia G Abrams Family Trust dtd 3/15/95 set forth in the Convertible Promissory Note (the "Convertible
Note"), hereby certifies that: 1. I am the duly appointed CEO of the Company. 2.
The representations and warranties made by the Company in the Convertible Note are true
and correct in all material respects as of the date of this Officer's Certificate.
3. As of the date hereof, the Company
has satisfied and duly performed all of the conditions and obligations specified in the Convertible Note or such conditions
and obligations have been waived expressly in writing signed by the purchaser. 4. The
Company has complied with or, if compliance prior to the date of the Convertible Note is not required, promptly following
the execution of the Convertible Note, the Company will comply with, the filing requirements
in respect of this transaction under (a) Regulation D under the Securities Act of 1933, as amended (the "1933 Act")
(and applicable Blue Sky regulations) and (b) the Securities Exchange Act of 1934, as amended. 5.
There has been no adverse change in the business, affairs, prospects, operations, properties, assets
or condition of the Company since June 30, 2018, the date of the Company's most recent reviewed financial statements delivered
to the Buyers, other than losses and matters which would not, individually or in the aggregate, have a Material Adverse Effect.
6. The Company a corporation organized under
the laws of the state of its incorporation and is in good standing therein. 7. The
Company is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and
is in compliance with all applicable filing requirements, and has filed all required reports during the previous twelve months.
8. To the best of my knowledge and belief, no officer or director of the Company or
owner of more than ten percent (10%) or more of the Company's Common Stock has been
convicted within the previous ten (10) years of any felony in connection with the
purchase or sale of any security, nor has any such officer, director or owner of
securities been subject to a United States Postal Service false representation order within the past five (5) years. 9.
The Company is an operating company, and is not a shell company. If the company
is a previous shell company, it has filed Form 10 Information for at least twelve
consecutive months that does not resemble a shell company, and has therefore complied with Rule 144(i)(2).



 


 

    
    
      	 		 


    


    
   


 


 


 


 


IN
WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of October 8,
2018. 


 


 


 


Signed: /s/
Robert Doherty


By:Robert
Doherty


Title:CEO


 


 


 




    	 



    	 



    

 


 


DISBURSEMENT
AUTHORIZATION 


 


 


 


TO:Joseph
W & Patricia G Abrams Family Trust dtd 3/15/95


FROM
:Robert Doherty, Chief Executive Officer


DATE:October
8, 2018


RE:Disbursement
of Funds


 


In
connection with the funding of an aggregate of $50,000.00 pursuant to that certain Securities Purchase Agreement dated as of October
8, 2018 (the "Agreement"), you are hereby directed to disburse such funds as follows:


 


1.
       $49,000 to Pura Naturals, Inc. in accordance
with the wire transfer instructions as follows: 


 


Beneficiary:
Pura Naturals, Inc.


Account
Number: xxxxxxxxxx


SWIFT Code:


Wire
Routing: xxxxxxxxxxxxxx


 Bank Name/Address:
xxxxxxxxxxx


 


Beneficiary Address:
xxxxxxxxxxxxxxxxxxxxx


 


1.
$1,000 to Bart and Associates, LLC, in accordance with the wire transfer instructions as follows:


Beneficiary:
Bart and Associates, LLC


Account
Number:xxxxxxxxxxxxxxx

SWIFT Code: xxxxxxxxxxxxxxxxx

Wire Routing: xxxxxxxxxxxxxxx


Bank: Wells
Fargo, xxxxxxxxxxxxxxxxxxx


Beneficiary
Address: xxxxxxxxxxxxxxxxxxxx


 


Upon
receipt of such funds, you may release the Note, the Purchase Agreement and the instructions
to Transfer Agent (each as defined in the Agreement).


 






By: /s/ Robert
Doherty


Name:
Robert Doherty


Title: Chief
Executive Officer