Warrant
No.1003


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE
ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii)
TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES),
OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM
REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS
AVAILABLE.


 


 


 


WARRANT


TOTALLY
HEMP CRAZY INC.


(Incorporated
under the laws of the State of Nevada)


 


 


This "Common Stock
Purchase Warrant", dated February 2, 2015, ("Warrant"), entitles Donna Rayburn, an
individual, residing at 1756 Saddleback Ridge Road, Apopka, Florida 32703, or her successors or assign us, (the "Holder''), for
value received, subject to the terms and conditions set forth herein, to purchase from Totally Hemp Crazy Inc., a Nevada
corporation (the "Company"), its successors or assigns, in whole or in
part, up to ten million (10,000,000) shares of common stock of the Company (the "Common Stock"),
which shall be fully paid and nonassessable securities of the Company (the
"Warrant Securities"), upon payment of an exercise price per share of Common Stock by the Holder, or her successors
or assign us, of the lesser of (i)


$0.005
per share, or (ii) an eighty percent (80%) discount to the average of the five (5) lowest bid prices during the thirty (30) trading
days prior to the date of exercise of the Warrant, in whole or in part (the "Exercise
Price"), and in accordance to the other terms and conditions herein.


 


1.Exercisability.
This Warrant may be exercised beginning on
the date which is  one (1)
year from the date hereof, in whole or in part, and up to the date which is three (3) years from the date hereof
(the "Exercise Period"), or through February 2, 2018, by presentation and
surrender hereof to the Company of a notice
of election to purchase
duly executed and
accompanied by payment by
check or wire transfer of the Exercise Price for such shares to the Company
at the Company's offices, or exercised in accordance with
Section 6 below.
Notwithstanding the above, the Holder may not
exercise any warrants if, at
the time of such exercise, the amount of common stock
issued upon exercise, when added to
other shares of Company common stock owned by the Holder or which can be acquired
by Holder upon exercise or conversion of any other instrument, would cause the Holder to own more than nine and ninety-nine-tenths
percent (9.99%) of the Company's outstanding common stock (the "Ownership Limitation"),
which Ownership Limitation shall be reduced to four and ninety-nine-tenths percent (4.99%) of
the Company's outstanding common stock should the Company become a Reporting Company
as defined as an issuer with a class of securities registered under Section 12 or subject to Section 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which is subject to the periodic and current rep01ting requirements
of Section 13 or 15(d) of the Securities Exchange Act and is thereinafter referred
to as a SEC "Reporting Company."


 


2.    Manner
of Exercise. In
case of the
purchase of less
than all the
Warrant Securities, at
the request of the Holder
the Company shall cancel this Warrant
upon the surrender hereof and shall execute
and deliver a new warrant of like tenor for the balance of the Warrant Securities. Upon the exercise of this


 




    	 		 



    	 



    

 


Warrant,
the issuance of certificates for securities, properties or rights underlying this Warrant shall be made forthwith without charge
to the Holder including, without limitation, any tax that may be payable in respect
of the issuance
thereof; provided, however,
that the Company
shall not be
required to pay
any tax in respect of income or
capital gain of the Holder.


 


The
Company shall cause the Warrant Securities to be delivered to the Holder within five (5) business days of any Exercise by the
Holder (the "Issuance"), together with a Board of Directors resolution
of the Company,
and an attorney's
opinion letter, provided
at the sole
expense of the
Company, addressed to the
Company's transfer agent,
verifying the validity
of the Issuance
to the Holder.


 


If
and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receive
a certificate or
certificates representing the
Warrant Securities so
purchased, upon presentation
and surrender to the Company of the form of election to purchase attached hereto
duly executed, and accompanied by payment of the purchase price.


 


		3.	Adjustment
                                         in Number of Shares.



 


A- Adjustment
for Reclassifications. In
case at any time or from time to time after
the issue date the holders of the Common Stock of the Company (or any shares of stock or other securities at the time
receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the
determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional
stock or other securities or property (including cash) by way of stock split, spin- off, reclassification, combination of
shares or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary's capital stock), then
and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1, shall
be entitled to receive the amount of stock and other securities and property which such Holder would hold on the date of
such exercise if on the issue date he had been the holder of record of the number of shares of
Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the issue date,
to and including the date of such exercise, retained such shares and/or all other or additional stock and other securities and property receivable by
him as aforesaid during such period, giving effect to all adjustments called for during such period. In the event of any such
adjustment, the Exercise Price shall be adjusted  proportionally.


 


B-
Adjustment
for Reorganization, Consolidation.
Merger. In case of any reorganization
of the Company
(or any
other corporation the
stock or other
securities of which
m·e an the
time receivable on the exercise
of this Warrant) after the issue date,
or in case, after such date, the Company (or
any such other corporation) shall consolidate with or merge into
another corporation or convey all or
substantially all of its assets
to another corporation, then
and in each such case the Holder of
this Watrnnt, upon the exercise
hereof as provided
in Section 1 at any time
after the consummation of such
reorganization, consolidation, merger or conveyance, shall be
entitled to receive, in lieu
of the stock or other securities or
prope1ty to which such Holder would be
entitled had the Holder exercised
this Warrant immediately prior thereto, all subject to further adjustment
as provided herein; in
each such case, the
te1ms of this Warrant shall be applicable to the shares of stock or other
securities or prope1ty of any successor of the Company as the result of any reorganization, consolidation
or merger, receivable upon the exercise of this Warrant after
consummation of any reorganization,
consolidation of merger.


 


4.                  
No Requirement to Exercise. Nothing
contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to or in connection with the
effectiveness of a registration statement.


 


		5.	No
                                         Stockholder Rights. Unless and until this Warrant is exercised, this Warrant shall
                                         not



 




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entitle
the Holder hereof to any voting rights or other rights as a stockholder of the Company, or to any other rights whatsoever except
the rights herein expressed, and, no dividends shall be payable or accrue in respect
of this Warrant.


 


 


6.                                              
Cashless Exercise. In
lien of delivering the Exercise Price in Cash, Holder, at her option, may instruct the Company to retain, in payment of the Exercise
Price, a number of the shares of Common Stock (the "Payment Shares") equal
to the quotient of the aggregate Exercise Price of the Warrants then being exercised divided by the Market Price of such Payment
Shares as of the date of exercise, and to deduct the number of Payment Shares from the shares of Common Stock to be delivered
to such holder. For purposes of this Warrant, Market Price shall mean the closing bid price of the Company's common stock on the
trading day immediately before the exercise date. Notwithstanding the above, this Section 6 shall only be applicable provided
that the Company is trading on a recognized exchange on the date of exercise.


 


For
purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and
acknowledged that the Common Stock issued upon Exercise of this Warrant in a Cashless Exercise transaction shall be deemed to
have been acquired at the time this Warrant was issued. Moreover, it is intended, understood and acknowledged that the holding
period for the Common Stock issued upon Exercise of this Warrant in a Cashless Exercise
transaction shall be deemed to have commenced on the date this Warrant was
issued.


 


7.
Exchang e. Th
i s Warrant is each an exchangeable upon the
surrender the hereof by the Holder to
the Company for
new wan·ants
of like tenor
representing in the
aggregate the right
to purchase the number of
Warrant Securities purchasable hereunder,
each of such new
warrants to represent the right to purchase such number of Warrant Securities
as shall be designated by the Holder at the time of such surrender.


 


Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory
to it and reimbursement to the company of all reasonable expenses incidental
thereto, and upon surrender and cancellation hereof, if mutilated, the Company
will make and deliver a new warrant of like tenor and amount, in lieu hereof.


 


8.    
Elimination of Fractional Interests. The
Company shall not be required
to issue certificates
representing fractions of securities
upon the exercise
of this Warrant,
nor shall it be required to issue
scrip or pay cash in lieu of fractional interests. All fractional interests shall be eliminated by rounding any fraction up to
the nearest whole number of securities, properties or rights receivable upon exercise of this Warrant.


 


9.     
Reservation of Securities. The Company shall at all times reserve and keep available out of its authorized shares of Common
Stock or other securities, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common
Stock or other securities, properties or rights as
shall be issuable
upon the exercise
hereof. The Company
covenants and agrees
that, upon exercise of
this Warrant and
payment of the Principal
Value, all shares of Common
Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and
not subject to the preemptive rights of any stockholder.


 


10.                
Notices to Holder.
Ifat any
time prior to
the expiration of
this Warrant or
its exercise, any of
the following events
shall occur:


(a)                  
the Company shall take a record of the holders of any class of its securities


 




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for
the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of cmTent or retained earnings, as indicated by the accounting treatment of such dividend or distribution
on the books of the Company; or


(b)               
the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the Company or securities convertible into or exchangeable for
shares of capital
stock of the
Company, or any
option or warrant
to subscribe therefor;
or


(
c)  A 
dissolution, liquidation or winding
up of the Company ( other than in connection with a consolidation or merger) or
a sale of all or substantially
all of its property, assets and business
as an entirety shall be proposed, then, in any one or more said events, the Company shall give written notice of such event to
the Holder at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the
determination of the stockholder entitled to such dividend, distribution, convertible
or exchangeable securities or subscription rights, or entitled to
vote on such proposed dissolution, liquidation, winding up
or sale. Such notice
shall specify such record
date or the date of closing the transfer books, as the case may be.


 


11.
Transferability. This Warrant
may b e tran sferr ed or a ssi gn ed by t h e Holder without notice or approval by the Company.


 


12
. 
Informational  Requirements
.. The Company will transmit to the Holder such information, documents and
reports as are generally distributed
to stockholders of the Company concurrently with the
distribution thereof to such stockholders.


 


13.
Notice. Notices to be given to the Company
or the Holder shall be deemed to have been sufficiently given if delivered personally or sent by overnight courier or messenger,
or by facsimile transmission, to the last known address for each party.


 


14,
Consent to Jurisdiction and Service. The
Company consents to the jurisdiction of any court of the State of Texas or Nevada, and of any federal court located in Texas or
Nevada, in any action or proceeding arising out of or in connection with this Warrant, wherein said court shall apply Nevada law.
The Company waives personal service of any summons, complaint or other process in connection with any such action or proceeding
and agrees that service thereof may be made, by certified mail directed to the Company at the location provided in Section 13
hereof, or, in the alternative, in any other form or manner permitted by Jaw.


 


15.   
Successors. All
the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their
respective legal representatives, successors and assigns.


 


16.  
Attorneys
Fees. In
the event the Investors or any holder hereof shall refer this Warrant to an attorney to enforce the terms hereof, the Company
agrees to pay all the costs and expenses incurred in attempting or effecting collection hereunder, including reasonable attorney's
fees, whether or not suit is instituted.


 


17.
Governing Law. THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE
LAWS OF THE STATE OF NEVADA, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.


 


(Signature
Page Follows) 




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IN
WITNESS WHEREOF, the
Company has caused
this Warrant to
be executed by
the signature of its Officer whose name appears below and to be delivered
in Dallas, Texas on this 2"" day of February,
2015.


 


TOTALLY
HEMP CRAZY INC.


A
Nevada corporation


 


 


 


By:::::::::--=---


 





 


/s/ Jerry
Grisaffi  


Jerry
Grisaffi, Founder, Secretary and Treasurer











Donna
Rayburn


 




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NOTICE
OF EXERCISE TO: TOTALLY HEMP CRAZY INC.


(1)The
undersigned hereby elects to purchaseshares
of the common stock
of Totally Hemp
Crazy Inc., a
Nevada corporation (the
"Company"), pursuant
to the terms of the attached Warrant, and tenders
herewith payment of the exercise
price in full, together with all applicable transfer taxes, if any; or


 


The
undersigned hereby elects to purchaseshares
of the common stock
of the Company
pursuant to the
te1ms of
the cashless exercise
provisions set forth
in Section 6 of the attached
Warrant, and shall tender payment of
all applicable transfer taxes, if any.


(2)Please
issue a certificate
or certificates representing
said shares of
the Company's common stock
in the name
of the undersigned
or in such other
name as is specified below:


 


 


 








 


 


(Address)
_


 


 


 








 


(Date)(Signature)


 


(Print
name) _




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WARRANTS
AND CONVERTIBLE NOTES


 


*WARRANT 10120,000,000 SHARES
TO ROY J
MEADOWS


 


*WARRANT 102 ----20,000,000 SHARES TO TOM SHUMAN


 



*WARRANT  103
--- 10,000,000
SHARES TO DONNA
RAYBURN


 


PREFERRED
A STOCK 1,000,000 SHARES VOTES 400 TO 1AND CONVERTIBLE
100 TO 1 NO PREFERRED B ISSUED


A
1MILLION PLUS CONVERTIBLE NOTE TO ROY J MEADOWS


 


THE
NOTE TO DONNA RAYBURN WAS PAID OFF WITH NO CONVERSION.






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