AMENDMENT
TO TRANSACTION DOCUMENTS


 


THIS
AMENDMENT (“Amendment”),
is entered into on May
23, 2017 (“Effective
Date”), by and
between FIRST HARVEST CORP., a
Nevada corporation (“Borrower”), and EMA
FINANCIAL, LLC, a Delaware
limited liability company (“Holder”) or its
registered assigns or successor
in interest. The Borrower and Holder
each referred to herein as
a “Party” or collectively
as the “Parties”.


 


Recitals


 


	 	A.	WHEREAS,
    for value
    received, Borrower
    issued to
    Holder that certain
    12% Convertible Note issued
    by Borrower to Holder
    on or about April
    10, 2017, in the original principal
    amount of $175,000.00 (the “Note”),
    pursuant to that Securities
    Purchase Agreement dated as of
    such date by and
    between Borrower and Holder (the
    “SPA”);
	 	 	 
	 	B.	WHEREAS, Borrower
    and Holder
    desire to amend
    the Note and SPA, and each
    have agreed to execute and deliver
    this Amendment on the terms
    and conditions set forth herein.


 


Agreement


 


NOW,
THEREFORE,
upon the foregoing
recitals, which are incorporated
herein by reference, and for
and in consideration of
the mutual covenants and conditions
in this Amendment and other
valuable consideration, the receipt
and sufficiency of which are
hereby acknowledged, the Parties
hereby agree as follows:


 


	 	1.	Incorporation
    of
    Recitals; Defined
    Terms.
    The recitals
    set forth
    above are hereby
    incorporated by reference to
    this Amendment. Any terms capitalized
    but not otherwise defined herein
    shall have the respective meanings
    set forth in the Note or
    SPA as applicable.
	 	 	 
	 	2.	Amendment
    to the Note.
    As of the Effective Date
    the Parties hereby amend the
    Note as set forth
    below:


 


	 	(a)	The
    first sentence
    of Section 1.1
    is hereby removed and replaced
    in its entirety with
    the following sentence:


 


	 	Conversion
    Right. The
    Holder shall
    have the right,
    in its sole
    and absolute discretion, and
    at any time following the earlier
    of (i) the date that
    that the Borrower’s next registration
    statement (the “Registration
    Statement”) is declared effective
    by the SEC (for the avoidance
    of doubt, Registration Statement shall
    mean the first registration statement of
    the Company that is declared
    effective by the SEC after the Issue Date)
    and (ii) 180
    days after the Issue Date,
    to convert all or any
    part of the outstanding
    amount due under 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 4.9%
    of the outstanding shares
    of Common Stock.


 




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	 	(b)	The
    first sentence
    of Section 1.2(a)
    is hereby removed and replaced in
    its entirety with
    the following sentence:


 


	 	“
    Calculation of Conversion
    Price: The conversion price hereunder
    (the “Conversion Price”) shall equal the lower
    of: (i) the closing sale
    price of the Common Stock on the
    Principal Market on the Trading
    Day immediately preceding the Closing Date,
    and (ii) 50% of either the
    lowest sale price for
    the Common Stock on the Principal
    Market during the twenty-five (25) consecutive Trading Days
    immediately preceding the Conversion Date or
    the closing bid price, whichever
    is lower, provided if the
    Registration Statement is not filed
    within fifteen (15) days of
    Closing, or if
    within ninety (90) days of
    Closing, the Registration Statement registering
    the shares of Common Stock
    of this Note is
    not effective in accordance
    with Section 4(n) of the Purchase Agreement
    then the conversion price hereunder
    (“Default Conversion Price”) shall while
    this Note remains outstanding
    equal the lower of: (i)
    the closing sale price of
    Common Stock on the Principal Market
    on the Trading Day immediately preceding
    the Closing Date, and (ii)
    40% of either the lowest sale
    price for the Common Stock
    on the Principal Market during the
    twenty five (25) consecutive Trading
    Days immediately preceding the Conversion
    Date or the closing bid price,
    whichever is lower, and provided,
    however, if the Company’s
    share price at any time loses
    the bid (ex: 0.0001 on the ask with
    zero market makers on the bid
    on level 2), then the Conversion Price
    may, in the Holder’s
    sole and absolute discretion,
    be reduced to a fixed conversion
    price of 0.00001 (if lower
    than the conversion price otherwise),
    and provided, that
    if on the date of
    delivery of the Conversion
    Shares to the Holder, or
    any date thereafter while
    Conversion Shares are held by the
    Holder, the closing
    bid price per share of Common
    Stock on the Principal Market
    on the Trading
    Day on which the Common Shares
    are traded is less than the sale price
    per share of Common
    Stock on the Principal Market on the Trading
    Day used to calculate the
    Conversion Price hereunder, then such
    Conversion Price shall be automatically reduced such
    that the Conversion Price shall
    be recalculated using the new
    low closing bid price (“Adjusted
    Conversion Price”) and shall
    replace the Conversion Price above,
    and Holder shall be issued
    a number of additional shares such
    that the aggregate number of shares Holder
    receives is based upon the Adjusted Conversion Price,
    and provided, further, that the
    Conversion Price shall be subject
    to Section 1.2(b) below.


 




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	 	3.	Amendment
    to the
    SPA:
    As of the Effective Date
    the Parties hereby amend the SPA as
    set forth below:


 


	 	(a)	Section
    4(n):
    is hereby removed and replaced
    in its entirety with
    the following:


 


	 	The
    Borrower shall
    on the date,
    which is no later than
    fifteen (15) days following the
    Closing (“Filing Deadline”) file the
    registration statement with
    the SEC, which shall include all shares
    issuable upon conversion of
    the Note, or in the
    event that within ninety (90)
    days of Closing, the Registration
    Statement registering the
    shares of Common Stock of
    this Note is not effective
    then as liquidated damages
    and not a penalty, the conversion
    price of this Note shall while
    this Note remains outstanding equal
    the Default Conversion Price
    as defined in Section
    1.2(a) of the Note.


 


3. Except as specifically amended hereby, the Note and SPA shall continue in full force and effect in accordance with its terms without amendment.





 


4.
This Amendment shall be enforced,
governed and interpreted in accordance
with Section 4.6 of
the Note.




 


5.
The parties
may deliver this
Amendment by
fax or email and may
execute it in counterparts, each
of which will be
an original and both of which
will constitute the same instrument. An
electronically-stored copy or photocopy
of the original, executed
Amendment will be deemed an original.





 


[Intentionally
Left Blank]


 




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IN
WITNESS WHEREOF, the
parties have executed this
Amendment as
of the
date set forth
above.


 


	FIRST HARVEST CORP 	 	EMA FINANCIAL, LLC
	 	 	 	 	 
	By: 	/s/ Kevin
    Patrick Gillespie	 	By:	 
	Name: 	Kevin Patrick Gillespie
    	 	Name: 	Jamie Beitler
	Title: 	CEO 	 	Title: 	Authorized Signatory


 



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