THE
OFFER AND SALE OF THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE
COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


BOOMER
NATURALS,
INC. CONVERTIBLE PROMISSORY NOTE


$60,000
October 7, 2019


shall
equal the outstanding principal amount hereof, together with interest from the date of this
Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate
equal to 1.25% per month simple interest on the principal balance. All unpaid principal,
together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier
of (i) October 6, 2020 (the “Maturity Date”), or (ii) when,
upon the occurrence and during the continuance of an Event of Default, such amounts are declared due and payable by Investor or
made automatically due and payable, in each case, in accordance
with the terms hereof.


 


The
following is a statement
of the rights of Investor and the conditions to which this Note is subject,
and to which Investor, by the acceptance of this Note, agrees:


 


		1.	Payments/Share
                                         Grant.



 


(a)            
Interest. Accrued interest on this Note shall be paid on
the Maturity Date.


 


(b)           
Prepayment. This Note may be not be prepaid without consent of Investor. If Lender
agrees to prepayment, Investor shall receive the benefit of the terms hereunder as if the Loan remained outstanding for One Hundred
Twenty (120) days. Company shall repay loan within Sixty (60) Days if it completes its Series A financing by that time. 


 


(c)            
Share Grant. Investor shall receive One (1) share of Company Common Stock
for every One Dollar ($1.00) of principal loaned hereunder.


 


(d)           
Taxes. On or before April 15. 2020, Company shall reimburse Investor for all
tax liabilities arising from committing an early withdrawal from Investor’s retirement fund.


 









    	 



    	 



    

2.              
Events of Default. The occurrence of any of the following shall constitute an “Event of Default”
under this Note:


 





 


(a)            
Failure to Pay.
The Company shall fail to pay (i) when
due any principal payment on the due date hereunder or (ii) any interest payment
or other payment required under the terms of this Note on the date due and such payment shall not have been made within Five (5)
Business Days of the Company’s receipt of written notice to the Company of
such failure to pay; or


 


(b)           
Breaches of Covenants. The Company shall fail to observe
or perform any other covenant, obligation, condition or agreement contained in this
Note (other than those specified in Section 2(a)) and such failure shall continue
for ten (10) business days after the Company’s receipt of written notice to the
Company of such failure; or


 


(c)            
Representations and Warranties. Any representation, warranty, certificate, or other
statement (financial or otherwise) made or furnished by or on behalf of the Company to Investor
in writing in connection with this Note
or as an inducement to Investor to enter
into this Note shall be false, incorrect, incomplete or misleading in any material
respect when made or furnished; or


 


(d)           
Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply
for or consent to the appointment of a receiver,
trustee, liquidator or custodian of itself or of all or a substantial part of
its property, (ii) admit in writing
its inability to pay its debts
generally as they mature, (iii) make a general
assignment for the benefit of its or any of its creditors,
(iv) be dissolved or liquidated, (v) commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or
its debts under any bankruptcy, insolvency or other similar law now or hereafter in
effect or consent to any such relief or
to the appointment of or taking possession of its property
by any official in an involuntary case or other proceeding commenced against
it, or (vi) take any action for the purpose of effecting any of the foregoing; or


 


(e)            
Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment
of a receiver, trustee, liquidator or custodian of the Company, or of all or
a substantial part of the property thereof, or an involuntary case or other proceedings
seeking liquidation, reorganization or other relief with respect to the Company or
its subsidiaries, if any, or the debts
thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect
shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 45 days of commencement.





 


3.              
Rights of Investor upon Default. Upon the occurrence of any Event of Default (other than an Event of Default described
in Sections
2(d) or 2(e)) and at any time thereafter during the continuance of such Event of Default, Investor may, by written notice
to the Company, declare all outstanding Obligations payable by the Company hereunder
to be immediately due and payable without presentment, demand, protest or any other notice
of any kind, all of which are hereby expressly waived, anything contained herein to the
contrary notwithstanding. Upon the occurrence of any Event of Default described in Sections
2(d) and 2(e), immediately and without notice, all outstanding Obligations payable by the Company hereunder shall automatically
become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby
expressly waived, anything contained herein to the contrary notwithstanding.
In addition to the foregoing remedies, upon
the occurrence and during the continuance of any Event of Default, Investor may exercise any other right power or remedy permitted
by law, either by suit in equity
or by action at law, or both.




    	 



    	 



    







 


		4.	Conversion.



 





(a)            
Conversion. At any time prior to the
Maturity Date of this Note, unless prepaid pursuant to Section 1(b) of this Note,
all or a portion of the outstanding principal amount of this Note and all or
a portion of accrued and unpaid interest on this Note and
all taxes to be reimbursed shall be convertible at the option of Investor into fully
paid and nonassessable shares of the Company’s Common Stock (the “Common Stock”) at a price
per share equal to the Conversion Price if said
election is made within the four month anniversary of execution of this Note or the
Adjusted Conversion Price if said election is made
following the four month anniversary of execution
of this Note; unless the Company has failed to become public, in which case the option to convert at the Conversion Price shall
be extended until the Company becomes publicly traded.


 


(b)
Conversion Pursuant
to Section
4(a). Before Investor
shall be entitled to convert this Note into shares of Common Stock, it shall
surrender this Note (or a notice to the
effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the
Company whereby the holder agrees to indemnify the Company from any loss incurred
by it in connection with this Note) and give written notice to the
Company at its principal corporate office of the election to convert
the same pursuant to Section 4(a), and shall state therein the amount of the unpaid
principal amount of this Note to be converted. Upon such conversion of this Note,
Investor hereby agrees to execute and deliver to the
Company a purchase agreement and other ancillary agreements, with customary representations
and warranties and transfer restrictions (including, without limitation, a 180-day
lock-up agreement in connection with an initial public offering). The Company shall,
as soon as practicable thereafter, issue and deliver to such Investor a certificate
or certificates for the number of shares to which Investor shall be entitled upon
such conversion. Any conversion of this Note pursuant shall be deemed to have been
made upon the satisfaction of all of the conditions set forth in this Section 4(b)
and on and after such date the Persons entitled to receive the shares issuable upon
such conversion shall be treated for all purposes as the record holder of such shares.


 


		(c)	Notices
                                         of Record Date. In
                                         the event of:



 


(i)        
Any taking by Company of a record of the holders
of any class of securities of Company for the purpose of determining the holders thereof who are entitled to receive
any dividend or other distribution or any right to subscribe for, purchase or otherwise
acquire any shares of stock of any class or any other securities or property, or to receive
any other right; or


 


(ii)        
Any capital reorganization of Company, any reclassification or recapitalization of the capital
stock of Company or any transfer of all or substantially all of the assets of Company to any
other Person or any consolidation or merger involving Company; or





 


Company,


		(iii)	Any
                                         voluntary or involuntary dissolution, liquidation or winding-up of



 


Company
will mail to Investor
at least ten (10) days prior to the earliest date specified therein, a notice
specifying (A) the date on which any such record is to be taken for the purpose of
such dividend, distribution or right and the amount and character of such dividend, distribution or right; and (B) the date on
which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding-up
is expected to become effective and the record
date for determining stockholders entitled to vote thereon.




    	 



    	 



    

 


5.              
Guarantors. The obligations under
this Note shall be jointly and severally guaranteed by Whale Sports Inc., a Nevada corporation (collectively, the “Guarantors”).
In the event Company fails to pay all principal and interest by the Maturity Date, the Guarantors shall be liable for all amounts
due hereunder within sixty (60) days of the Maturity Date.


 


Definitions.
As used in this
Note, the following capitalized terms have the following meanings: “Adjusted Conversion Price” shall
mean Two Dollars ($2.00) per share. “Conversion Price” shall mean One Dollar ($1.00) per share.


“Equity
Securities” shall mean shares of the Company’s Common Stock; provided, however, that the
following shall not be deemed to be
Equity Securities: (i) Common Stock or options to purchase
Common Stock issued, sold or granted pursuant to the Company’s incentive plans
or otherwise provided as compensation to service providers; (ii) securities
issued in the Company’s initial public offering;


(iii)
securities issued to banks pursuant
to a commercial loan transaction; and (iv) securities issued pursuant to the
acquisition of another corporation by the Company or a joint venture transaction
approved by the Board


of
Directors.


 


“Event
of Default” has the meaning given in
Section 2 hereof.


 


“Investor”
shall mean the Person specified in the
introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note.


 


“Lien”
shall mean, with respect to any
property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance.


 


“New
Securities” shall mean Equity Securities and notes convertible into Equity Securities issued in
any Non-Qualified Financing.


 


“Non-Qualified
Financing” is any
transaction or series of transactions following the date of the Purchase Agreement but prior to a Qualified
Financing (and which do not constitute any part of such Qualified Financing), pursuant to which
the Company issues and sells, with the principal purpose of raising capital (a) shares of its Equity
Securities for aggregate gross proceeds of less than $20,000,000 (excluding all proceeds from the incurrence of indebtedness that
is converted into such Equity Securities or otherwise cancelled in consideration
for the issuance of such Equity Securities); or (b) notes convertible into Equity Securities (excluding notes issued in
consideration for the cancellation of indebtedness).





 





“Obligations”
shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company
to Investor of
every kind and description, now existing or hereafter arising under or pursuant to the
terms of this Note, including, all interest, fees, charges, expenses, attorneys’ fees and costs and accountants’ fees
and costs chargeable to and payable by the Company hereunder and thereunder,
in each case, whether direct or indirect, absolute or contingent, due or to become
due, and whether or not arising after the commencement of a proceeding under Title
11 of the United States Code (11 U. S. C. Section 101 et seq.), as amended from time to time
(including post-petition interest) and whether or not allowed or allowable as a claim
in any such proceeding. 



    	 



    	 



    




 


“Person”
shall mean and include an individual, a partnership,
a corporation (including a business
trust), a joint stock company, a limited
liability company, an unincorporated association, a joint venture or other entity
or a governmental authority.


 





“Qualified
Financing” is a transaction
or series of transactions pursuant to which the Company issues and sells shares of
its Equity Securities for aggregate gross proceeds of at least $20,000,000 (excluding
all proceeds from the incurrence of indebtedness that is converted into such Equity
Securities or otherwise cancelled in consideration for the issuance of such Equity
Securities) with the principal purpose of raising capital.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended. 


 


		6.	Miscellaneous.



 


(a)            
Successors and Assigns; Transfer of this Note or Securities Issuable on Conversion Hereof;
No Transfers to Bad Actors; Notice of Bad Actor Status.


 


(i)        
Subject to the restrictions on transfer described
in Section 6(e) and (f) of the Purchase Agreement,
the rights and obligations of the Company and Investor shall be binding upon and benefit the successors, assigns, heirs, administrators
and transferees of the parties.


 


(ii)        
With respect to any offer, sale or other disposition
of this Note or securities into which such Note may be converted, Investor will give written notice to the
Company prior thereto, describing briefly the manner thereof, together with a written
opinion of Investor’s counsel, or other evidence if reasonably satisfactory
to the Company, to the effect that such
offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then
in effect). Upon receiving such written notice and reasonably satisfactory opinion,
if so requested, or other evidence, the Company, as promptly as practicable, shall notify
Investor that Investor may sell or otherwise dispose of this Note or such securities, all in accordance
with the terms of the notice delivered to the Company. If a determination
has been made pursuant to Section 6(e) and (f) of the Purchase Agreement that
the opinion of counsel for Investor, or other evidence, is not reasonably satisfactory
to the Company, the Company shall so notify Investor promptly after such determination
has been made. Each Note thus transferred and each certificate representing the securities thus
transferred shall bear a legend
as to the applicable restrictions on transferability in order
to ensure compliance with the Securities Act, unless in the
opinion of counsel for the Company such legend is not required in order
to ensure compliance with the Securities Act. The Company may issue stop transfer
instructions to its transfer agent in connection
with such restrictions. Subject to the foregoing, transfers of this Note shall be
registered upon registration books maintained for such purpose by or on behalf of the Company as provided in the
Purchase Agreement. Prior to presentation of this Note for registration of transfer,
the Company shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments
of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue, and the Company
shall not be affected by notice to the contrary.




    	 



    	 



    




 


(iii)        
Neither this Note nor any of the rights, interests or obligations hereunder may be assigned,
by operation of law or otherwise, in whole or in part,
by the Company without the prior written consent of Investor.


 


(iv)        
Investor agrees not to sell, assign, transfer,
pledge or otherwise dispose of any securities of the Company, or any beneficial interest therein, to any
person (other than the Company) unless and until the proposed transferee confirms to the
reasonable satisfaction of the Company that neither the proposed transferee nor any of its directors,
executive officers, other officers that may serve as a director or officer of any
company in which it invests, general
partners or managing members nor any person that would be deemed a beneficial owner
of those securities (in accordance with Rule 506(d) of the Securities Act)
is subject to any of the “bad actor”
disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities
Act, except as set forth in Rule 506(d)(2)(ii) or (iii) or
(d)(3) under the Securities Act and disclosed, reasonably in advance of the transfer,
in writing in reasonable detail
to the Company. Investor will promptly notify the Company in writing
if Investor or, to Investor’s
knowledge, any person specified in Rule 506(d)(1) under the Securities Act becomes
subject to any of the “bad actor” disqualifications described
in Rule 506(d)(1)(i) through (viii) under the Securities Act.


 


(b)           
Waiver and Amendment. Any provision of this Note may be amended, waived or modified
upon the written consent of the Company and Investor.


 


(c)            
Notices. All notices, requests, demands, consents, instructions or other communications
required or permitted hereunder shall be in writing and faxed, mailed or delivered
to each party at the respective addresses of the parties as set forth in the
Purchase Agreement, or at such other address or facsimile number as the Company shall have furnished to Investor
in writing. All such notices and communications will be deemed effectively given
the earlier of (i) when received, (ii) when
delivered personally, (iii) one business day after being delivered by facsimile (with
receipt of appropriate confirmation),


		(i)	one
                                         business day after being deposited with an overnight courier service of recognized standing
                                         or



		(ii)	four
                                         days after being deposited in
                                         the U.S. mail, first class with postage prepaid.



 


 


 


(d)           
Payment. Unless converted into the Company’s equity securities pursuant to
the terms hereof, payment shall be made in lawful
tender of the United States.


 


(e)            
Usury. In the event any interest is
paid on this Note which is deemed to
be in excess of the then legal maximum rate,
then that portion of the interest payment representing an amount in excess of the
then legal maximum rate shall be deemed a payment of principal and applied against
the principal of this Note.


 




    	 



    	 



    

(f)            
Waivers. The Company hereby waives notice of default, presentment or demand for payment,
protest or notice of nonpayment or dishonor and all other notices or demands relative to this
instrument.


 


(g)           
Governing Law. This Note and all actions arising out of or in connection
with this Note shall be governed by and construed in accordance with the laws of
the State of Nevada, without regard to the conflicts of law provisions of the State
of Nevada, or of any other state.


(h)           
Waiver of Jury Trial. By acceptance of this Note, Investor hereby agrees and the
Company hereby agrees to waive their respective rights to a jury
trial of any claim or cause of action based upon or arising out of this Note.


 


 


The
Company has caused this Note to be
issued as of the date first written above.


 


Boomer Naturals Inc.


a Nevada
corporation


 


________________________


By:
Daniel Capri


Title:
President


 


GUARANTORS:


 


 


Whale Sports Inc.


a Nevada
corporation


 


/s/ Daniel Capri


By: Daniel
Capri


Title:
President