Exhibit 10.33


       


       


 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 STATEME NT 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 "Borrower"), hereby promises to pay to the order of Michael Woloshin, or registered assigns (the "Holder")
the principal sum of $50,000 (the "Principal Amount"), together with interest
at the rate of eight percent (8%) per annum, at maturity or upon acceleration 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 Issue Date (the "Maturity Date"), and is the date upon which the principal sum, as well as any accrued
and unpaid interest and other fees, shall be due and payable. This Note may not be
prepaid in whole 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
percent (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 the United 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 I. 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 r 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 3 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 instruct 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. 12
Method 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 first physically 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 he 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 ay 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 (H) 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 further 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. 3.10 Liquidation.
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 adverse effect on the rights of the Holder with respect to this Note.
3.13 Reverse Splits. The Borrower effectuates a reverse split of its Common
Stock without twenty (20) days prior written notice to the Holder. 3.14 Replacement
of Transfer Agent. In the event that the Borrower replaces its transfer agent, and the Borrower 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 reserve shares of Common
Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. 3.15
Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion
documents, a breach or default by the Borrower of any covenant or other term or condition
contained in any of the other equity or debt securities of the Borrower, including
but not limited to all convertible promissory notes, currently issued, or hereafter
issued, by the Borrower, to the Holder or any other 3rd party (the "Other Agreements"),
after the passage of all applicable notice and cure or grace periods, shall, at the option
of the Holder, be considered a default under this Note, in which event the Holder shall be entitled
to apply all rights and remedies of the Holder under the terms of this Note by reason of a default under said Other Agreement
or hereunder. 3.16 Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates
to transmit, convey, disclose, or any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors,
and/or affiliates of, material non-public information concerning the Borrower, to the Holder or its successors and assigns, which
is not immediately cured by Borrower's filing of a Form 8-K pursuant to Regulation FD on that same date. 3.17
No bid. At any time while this Note is outstanding, the lowest Trading Prices on the OTC or other applicable principal
trading market for the Common Stock is equal to or less than $0.0001. 3.18 Failure
to prepay upon Qualified Financing. If the Borrower fails to immediately prepay
this Note in its entirety within three (3) business days of the Borrower's closing
of any financing of $1,500,000 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:  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. 45 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 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







 

    
    
      	 		 


    


    
  


 


 


 


lN
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:


Name:
Robert Doherty


Title: Chief
Executive Officer


 


 


 


 


 


 




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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:Michael
Woloshin


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: SWIFT Code:


xxxxxxxxxxxxx


Wire Routing: xxxxxxxxxxxxxxxx

Bank Name/Address: xxxxxxxxxxxxx


Beneficiary Address: xxxxxxxxxxxxxxxxxxxx


 


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: xxxxxxxxxxxx


Wire
Routing: xxxxxxxxxxxxx


Bank: Wells Fargo, xxxxxxxxxxxxxxxx


Beneficiary Address: xxxxxxxxxxxx


 


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). 


 


 


 


 


Signed:
/s/ Robert Doherty


By:Robert
Doherty


Title:Chief
Executive Officer