Warrant
No.1001


 


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 July 2, 2014,
("Warrant''), entitles ROY J MEADOWS, an individual, residing at 207 JASMINE LONGWOOD FLORIDA, or his successors or
assigns, (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"), in whole or in part, up to twenty million (20,000,000)
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 by the Holder, his successors or assigns,
of the exercise price per share of Common Stock (the "Exercise Price")
of one-half cent ($0.005), and subject 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 five (5) years from the date hereof (the
"Exercise Period"), or
through July 2,
2019, by presentation
and sender 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 reporting 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 firm 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 r 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.


 


A
Adjustment
for Reorganization, Consolidation,
Merger. In
case of any reorganization
of the Company
(or any
other corporation the stock or other securities
of which are at 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 Warrant, upon the exercise hereof as provided in Section in
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 property 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 terms of this Warrant shall be applicable to the shares of stock or other securities or
property 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 Exercised. 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 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




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respect
of this Warrant.


 





6.                     
Cashless Exercise. In lieu of delivering the Exercise Price in Cash, Holder, at his 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 Wan·ant,
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.
Exchange. This
Warrant is exchangeable upon the surrender hereof by the Holder to
the Company for
new warrants 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. If
at 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


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 current or retained earnings, as indicated by




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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 wind in
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 be Transferred
or assigned
by the 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 comt 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
sunnnons, 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 pennitted by law.


 


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 Wrurnnt to
be executed by
the signature of its
Officer whose name
appears below and to be delivered
inDallas, Texas on this 2"" day of July, 2014.


 


TOTALLY
HEMP CRAZY INC.


Acknowledged:


 


By:
/s/ Roy J Meadows


Roy
J Meadows


 







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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
terms 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)
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(Date)(Signature)


 


(Print
name) _






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