PROMISSORY
NOTE


 


FOR VALUE
RECEIVED, Greenestone Healthcare Corporation, a Colorado corporation (the “Issuer” of this Security) with at
least 47,000,000 common shares issued and outstanding, issues this Security and promises to pay to JMJ Financial, a Nevada sole
proprietorship, or its Assignees (the “Investor”) the Principal Sum along with the Interest Rate and any other fees
according to the terms herein. This Note will become effective only upon execution by both parties and delivery of the first payment
of Consideration by the Investor (the “Effective Date”).


 


The
Principal Sum is up to $500,000 (five hundred thousand) plus accrued and unpaid interest and any other fees. The
Consideration is $450,000 (four hundred fifty thousand) payable by wire (there exists a $50,000 original issue discount (the
“OID”)). The Investor shall pay $200,000 of Consideration upon closing of this Note as the Purchase Price under
the Securities Purchase Agreement Document SPA-04132016 of even date herewith between the Issuer and the Investor. The
Investor may pay additional Consideration to the Issuer in such amounts and at such dates as the Investor may choose,
however, the Issuer has the right to reject any of those payments within 24 hours of receipt of rejected payments. THE
PRINCIPAL SUM DUE TO THE INVESTOR SHALL BE BASED ON THE CONSIDERATION ACTUALLY PAID BY INVESTOR (PLUS AN APPROXIMATE 10%
ORIGINAL ISSUE DISCOUNT THAT IS BASED ON THE CONSIDERATION ACTUALLY PAID BY THE INVESTOR AS WELL AS ANY OTHER INTEREST OR
FEES) SUCH THAT THE ISSUER IS ONLY REQUIRED TO REPAY THE AMOUNT FUNDED AND THE ISSUER IS NOT REQUIRED TO REPAY ANY
UNFUNDED PORTION OF THIS NOTE. The Maturity Date is seven months from the Effective Date of each payment (the
“Maturity Date”) and is the date upon which the Principal Sum of this Note, as well as any unpaid interest and
other fees, shall be due and payable. The Investor may extend any Maturity Date in its sole discretion in increments of up to
six months at any time before or after any Maturity Date.


 


		1.	Interest
                                         and Repayment. A one-time Interest charge of 10% shall be applied to the Principal
                                         Sum. The Interest is in addition to the OID, and that OID remains payable regardless
                                         of time and manner of payment by the Issuer. The Issuer may repay the Principal Sum attributable
                                         to a payment of Consideration under this Note at any time on or before its Maturity Date.
                                         At the Investor’s election, so long as any balance remains outstanding on this
                                         Note, the Issuer must use the proceeds from any debt or equity it issues to pay off the
                                         amount due under this Note.



 


		2.	Conversion
                                         upon Default on Repayment. In the event the Issuer fails to repay the balance due
                                         under this Note attributable to any payment of Consideration on its Maturity Date, the
                                         Investor has the right, at any time, at its election, to convert all or part of the outstanding
                                         and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully
                                         paid and non-assessable shares of common stock of the Issuer as per this conversion formula:
                                         Number of shares receivable upon conversion equals the dollar conversion amount divided
                                         by the Conversion Price. The Conversion Price is the lesser of $0.03 or 60% of the lowest
                                         trade price in the 25 trading days previous to the conversion (In the case that conversion
                                         shares are not deliverable by DWAC an additional 10% discount will apply; and if the
                                         shares are ineligible for deposit into the DTC system and only eligible for Xclearing
                                         deposit an additional 5% discount shall apply; in the case of both an additional cumulative
                                         15% discount shall apply). Unless otherwise agreed in writing by both parties, at no
                                         time will the Investor convert any amount of the Note into common stock that would result
                                         in the Investor owning more than 4.99% of the common stock outstanding. Conversion notices
                                         may be delivered to the Issuer by method of the Investor’s choice (including but
                                         not limited to email, facsimile, mail, overnight courier, or personal delivery), and
                                         all conversions shall be cashless and not require further payment from the Investor.
                                         If no objection is delivered from the Issuer to the Investor regarding any variable or
                                         calculation of the conversion notice within 24 hours of delivery of the conversion notice,
                                         the Issuer shall have been thereafter deemed to have irrevocably confirmed and irrevocably
                                         ratified such notice of conversion and waived any objection thereto. The Issuer shall
                                         deliver the shares from any conversion to the Investor (in any name directed by the Investor)
                                         within 3 (three) business days of conversion notice delivery. The Investor, at any time
                                         prior to selling all of the shares from a conversion, may, for any reason, rescind any
                                         portion, in whole or in part, of that particular conversion attributable to the unsold
                                         shares and have the rescinded conversion amount returned to the Principal Sum with the
                                         rescinded conversion shares returned to the Issuer (under the Investor’s and the
                                         Issuer’s expectations that any returned conversion amounts will tack back to the
                                         original date of the Note).



 


		3.	Conversion
                                         upon Issuance of a Variable Security. If, at any time this Note is outstanding, the
                                         Issuer issues a Variable Security, then in such event the Investor shall have the right
                                         to convert all or any portion of the outstanding balance of this Note into shares of
                                         the Issuer’s common stock on the same terms as granted in any applicable Variable
                                         Security issued by the Issuer (including, for the avoidance of doubt, conversion price,
                                         conversion discount, conversion lookback period, method and timing of conversion share
                                         delivery, etc.). In addition, this Note shall automatically be deemed to have been amended
                                         to include any applicable conversion rights granted pursuant to any such Variable Security
                                         that is issued by the Issuer. A Variable Security is any security issued by the Issuer
                                         that (i) has or may have conversion rights of any kind, contingent, conditional or otherwise
                                         in which the number of shares that may be issued pursuant to such conversion right varies
                                         with the market price of the common stock; (ii) is or may become convertible into common
                                         stock (including without limitation convertible debt, warrants or convertible preferred
                                         stock), with a conversion price that
varies with the market price of the common stock, even if such security only becomes convertible following an event of default,
the passage of time, or another trigger event or condition; or (iii) was issued or may be issued in the future in exchange for
or in connection with any contract or instrument, whether convertible or not, where the number of shares of common stock issued
or to be issued is based upon or related in any way to the market price of the common stock, including, but not limited to, common
stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or
exchange.





    	 



    	 



    




		4.	Reservation
                                         of Shares. At all times during which this Note is outstanding, the Issuer will reserve
                                         for the Investor from its authorized and unissued Common Stock a number of shares of
                                         not less than five times the number of shares necessary to provide for the issuance of
                                         Common Stock upon the full conversion of this Note. The Issuer initially shall reserve
                                         at least 70,000,000 shares of Common Stock for conversion. The Issuer represents that
                                         Pacific Stock Transfer serves as the Issuer’s transfer agent as of the Effective
                                         Date of this Note. The Issuer acknowledges that Pacific Stock Transfer is a party to
                                         an irrevocable instruction and share reservation letter agreement between the Issuer,
                                         the transfer agent and the Investor regarding this Note, and the Issuer agrees that the
                                         Issuer’s use of Pacific Stock Transfer as its transfer agent is material to the
                                         Investor and that the Issuer may not terminate or replace Pacific Stock Transfer as the
                                         Issuer’s transfer agent without obtaining the Investor’s written consent
                                         thirty days in advance of such termination or replacement.



 


		5.	Terms
                                         of Future Financings. So long as this Note is outstanding, upon any issuance by the
                                         Issuer or any of its subsidiaries of any security with any term more favorable to the
                                         holder of such security or with a term in favor of the holder of such security that was
                                         not similarly provided to the Investor in this Note, such term, at the Investor’s
                                         option, shall become a part of the transaction documents with the Investor. The types
                                         of terms contained in another security that may be more favorable to the holder of such
                                         security include, but are not limited to, terms addressing conversion rights, conversion
                                         discounts, conversion lookback periods, interest rates, original issue discounts, and
                                         warrant coverage. The Issuer shall notify the Investor of such additional or more favorable
                                         term, including the applicable issuance price, or applicable reset price, exchange price,
                                         conversion price, exercise price and other pricing terms, and, at any time while this
                                         Note is outstanding, the Investor may request of the Issuer and/or its transfer agent
                                         (and they will provide) a schedule of all issuances since the Effective Date of this
                                         Note of shares of common stock or of securities entitling the holder thereof to acquire
                                         shares of common stock, including, without limitation, any debt, preferred stock, right,
                                         option, warrant or other instrument that is convertible into or exercisable or exchangeable
                                         for, or otherwise entitles the holder thereof to receive, shares of common stock of the
                                         Issuer.



 


		6.	Default.
                                         Each of the following are an event of default under this Note: (i) the Issuer shall fail
                                         to pay any principal under the Note when due and payable (or payable by conversion) thereunder;
                                         or (ii) the Issuer shall fail to pay any interest or any other amount under the Note
                                         when due and payable (or payable by conversion) thereunder; or (iii) the Issuer shall
                                         breach or fail to honor any other term of this Note, any term under any other document
                                         related to this Note, or any other written agreement between the Issuer and the Investor
                                         (collectively, the “Transaction Documents”), including, without limitation,
                                         the Issuer’s obligation to reserve at all times a sufficient number of shares to
                                         provide for the issuance of common stock upon the full conversion of this Note pursuant
                                         to Section 4 of this Note; or (iv) the Issuer fails to keep available a sufficient number
                                         of authorized, unissued and unreserved shares of common stock (other than shares of common
                                         stock reserved for the Investor) to permit the Investor to increase its share reserve
                                         to such number of shares as equals five times the outstanding Note balance divided by
                                         the closing price of the Issuer’s common stock; or (v) the Issuer’s failure
                                         to increase the number of authorized shares of common stock of the Issuer within sixty
                                         days of having a number of authorized, unissued, and unreserved shares of common stock
                                         (excluding shares of common stock reserved for the Investor) of less than five times
                                         the number of shares necessary to provide for the issuance of common stock upon full
                                         conversion of this Note; or (vi) the Issuer terminates or replaces the entity or person
                                         serving as the transfer agent for the Issuer without obtaining the previous written consent
                                         of the Investor thirty days in advance of such termination or replacement; or (vii) the
                                         Issuer’s failure to appoint a new transfer agent approved by the Investor (such
                                         approval not to be unreasonably withheld) and to provide the Investor, within five business
                                         days following termination, resignation or replacement of the current transfer agent,
                                         an irrevocable instruction and share reservation letter, executed by the Issuer and the
                                         new transfer agent, providing rights to the Investor identical to the rights provided
                                         to the Investor in the irrevocable instruction and share reservation letter between the
                                         Issuer, the Investor, and the terminated, resigned or replaced transfer agent; or (viii)
                                         the Issuer shall become insolvent or generally fails to pay, or admits in writing its
                                         inability to pay, its debts as they become due, subject to applicable grace periods,
                                         if any; or (ix) the Issuer shall make a general assignment for the benefit of creditors;
                                         or (x) the Issuer shall file a petition for relief under any bankruptcy, insolvency or
                                         similar law (domestic or foreign); or (xi) an involuntary proceeding shall be commenced
                                         or filed against the Issuer; or (xii) the Issuer’s common stock has an offering
                                         price of $0.0001 on its principal trading market at any time; or (xiii) the Issuer’s
                                         market capitalization (the number of shares of common stock issued and outstanding multiplied
                                         by the price per share of common stock) is less than $200,000 at any time or decreases
                                         to less than 50% of the market capitalization on the Effective Date of any payment of
                                         Consideration; or (xiv) the price per share of the Issuer’s common stock decreases
                                         to less than 50% of the price per share on the Effective Date of any payment of Consideration;
                                         or (xv) the Issuer shall lose its status as “DTC Eligible” or the Issuer’s
                                         shareholders shall lose the ability to deposit (either electronically or by physical
                                         certificates, or otherwise) shares into the DTC System; or (xvi) the Issuer shall become
                                         delinquent in its filing requirements as a fully-reporting issuer registered with the
                                         SEC; or (xvii) the Issuer shall fail to meet all requirements to satisfy the availability
                                         of Rule 144 to the Investor or its assigns including but not limited to timely fulfillment
                                         of its filing requirements as a fully-reporting issuer registered with the SEC, requirements
                                         for XBRL filings, and requirements for disclosure of financial statements on its website.





    	 



    	 



    

 


		7.	Remedies.
                                         For each conversion, in the event that shares are not delivered by the fourth business
                                         day (inclusive of the day of conversion), a fee of $2,000 per day will be assessed for
                                         each day after the third business day (inclusive of the day of the conversion) until
                                         share delivery is made; and such fee will be added to the Principal Sum of the Note (under
                                         the Investor’s and the Issuer’s expectations that any penalty amounts will
                                         tack back to the original date of the Note). Upon each occurrence of any other event
                                         of default, the Investor may asses and apply a fee against the Issuer of not less than
                                         $25,000 at any time any balance remains outstanding on this Note, regardless of whether
                                         such event of default has been cured or remedied and regardless of whether the Investor
                                         delivered a notice of default at the time of the event of default or at the time the
                                         Investor discovered the event of default. The parties agree that the fee shall be applied
                                         to the balance of the Note and shall tack back to the Effective Date of the Note for
                                         purposes of Rule 144. The parties acknowledge and agree that upon an event of default,
                                         Investor’s damages would be uncertain and difficult (if not impossible) to accurately
                                         estimate because of the parties’ inability to predict future interest rates and
                                         future share prices, Investor’s increased risk, and the uncertainty of the availability
                                         of a suitable substitute investment opportunity for Investor, among other reasons. Accordingly,
                                         any fees, charges, and default interest due under this Note or any other Transaction
                                         Document between the parties are intended by the parties to be, and shall be deemed,
                                         liquidated damages. The parties agree that such liquidated damages are a reasonable estimate
                                         of Investor’s actual damages and not a penalty, and shall not be deemed in any
                                         way to limit any other right or remedy Investor may have hereunder, at law or in equity.
                                         The parties acknowledge and agree that under the circumstances existing at the time this
                                         Note is entered into, such liquidated damages are fair and reasonable and are not penalties.
                                         All fees, charges, and default interest provided for in this Note and the Transaction
                                         Documents are agreed to by the parties to be based upon the obligations and the risks
                                         assumed by the parties as of the Effective Date and are consistent with investments of
                                         this type. The liquidated damages provisions shall not limit or preclude a party from
                                         pursuing any other remedy available at law or in equity; provided, however, that the
                                         liquidated damages are intended to be in lieu of actual damages.



 


		8.	Acceleration.
                                         In the event of any default, the outstanding principal amount of this Note, plus accrued
                                         but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof
                                         through the date of acceleration, shall become, at the Investor’s election, immediately
                                         due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount
                                         means the greater of (i) the outstanding principal amount of this Note, plus all accrued
                                         and unpaid interest, liquidated damages, fees and other amounts hereon, divided by the
                                         Conversion Price on the date the Mandatory Default Amount is either demanded or paid
                                         in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the
                                         Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP,
                                         or (ii) 150% of the outstanding principal amount of this Note, plus 100% of accrued and
                                         unpaid interest, liquidated damages, fees and other amounts hereon. Commencing five (5)
                                         days after the occurrence of any event of default that results in the eventual acceleration
                                         of this Note, the interest rate on this Note shall accrue at an interest rate equal to
                                         the lesser of 18% per annum or the maximum rate permitted under applicable law. In connection
                                         with such acceleration described herein, the Investor
need not provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the
Investor may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder
and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by the Investor
at any time prior to payment hereunder and the Investor shall have all rights as a holder of the note until such time, if
any, as the Investor receives full payment pursuant to this Section 8. No such rescission or annulment shall affect any
subsequent event of default or impair any right consequent thereon. Nothing herein shall limit the Investor’s right to
pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Issuer’s failure to timely deliver certificates representing shares of
Common Stock upon conversion of the Note as required pursuant to the terms hereof or the Issuer’s obligations regarding
the termination, replacement or resignation of the Issuer’s transfer agent.



 


		9.	No
                                         Shorting. The Investor agrees that so long as this Note from the Issuer to the Investor
                                         remains outstanding, the Investor will not enter into or effect “short sales”
                                         of the Common Stock or hedging transaction which establishes a net short position with
                                         respect to the Common Stock of the Issuer. The Issuer acknowledges and agrees that upon
                                         delivery of a conversion notice by the Investor, the Investor immediately owns the shares
                                         of Common Stock described in the conversion notice and any sale of those shares issuable
                                         under such conversion notice would not be considered short sales.



 


		10.	Assignability.
                                         The Issuer may not assign this Note. This Note will be binding upon the Issuer and its
                                         successors and will inure to the benefit of the Investor and its successors and assigns
                                         and may be assigned by the Investor to anyone without the Issuer’s approval.



 


		11.	Governing
                                         Law, Legal Proceedings, and Arbitration. THIS NOTE WILL BE GOVERNED BY, CONSTRUED
                                         AND ENFORCED IN ACCORDANCE
WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. THE PARTIES HEREBY
WARRANT AND REPRESENT THAT THE SELECTION OF NEVADA LAW AS GOVERNING UNDER THIS NOTE (I) HAS A REASONABLE NEXUS TO EACH OF THE
PARTIES AND TO THE TRANSACTIONS CONTEMPLATED BY THE NOTE; AND (II) DOES NOT OFFEND ANY PUBLIC POLICY OF NEVADA, FLORIDA, OR OF
ANY OTHER STATE, FEDERAL, OR OTHER JURISDICTION.






 




    	 



    	 



    

ANY
ACTION BROUGHT BY EITHER PARTY AGAINST THE OTHER ARISING OUT OF OR RELATED TO THIS NOTE, OR ANY OTHER AGREEMENTS BETWEEN THE PARTIES,
SHALL BE COMMENCED ONLY IN THE STATE OR FEDERAL COURTS OF GENERAL JURISDICTION LOCATED IN MIAMI-DADE COUNTY, IN THE STATE OF FLORIDA,
EXCEPT THAT ALL SUCH DISPUTES BETWEEN THE PARTIES SHALL BE SUBJECT TO ALTERNATIVE DISPUTE RESOLUTION THROUGH BINDING ARBITRATION
AT THE INVESTOR’S SOLE DISCRETION AND ELECTION (REGARDLESS OF WHICH PARTY INITIATES THE LEGAL PROCEEDINGS). The parties
agree that, in connection with any such arbitration proceeding, each shall submit or file any claim which would constitute a compulsory
counterclaim within the same proceeding as the claim to which it relates. Any such claim that is not submitted or filed in such
proceeding shall be waived and such party will forever be barred from asserting such a claim. Both parties and the individuals
signing this Note agree to submit to the jurisdiction of such courts or to such arbitration panel, as the case may be.


 


If
the Investor elects alternative dispute resolution by arbitration, the arbitration proceedings shall be conducted in
Miami-Dade County and administered by the American Arbitration Association in accordance with its Commercial Arbitration
Rules and Mediation Procedures in effect on the Effective Date of this Note, except as modified by this agreement. The
Investor’s election to arbitrate shall be made in writing, delivered to the other party, and filed with the American
Arbitration Association. The American Arbitration Association must receive the demand for arbitration prior to the date when
the institution of legal or equitable proceedings would be barred by the applicable statute of limitations, unless legal or
equitable proceedings between the parties have already commenced, and the receipt by the American Arbitration Association of
a written demand for arbitration also shall constitute the institution of legal or equitable proceedings for statute of
limitations purposes. The parties shall be entitled to limited discovery at the discretion of the arbitrator(s) who may, but
are not required to, allow depositions. The parties acknowledge that the arbitrators’ subpoena power is not subject to
geographic limitations. The arbitrator(s) shall have the right to award individual relief which he or she deems proper under
the evidence presented and applicable law and consistent with the parties’ rights to, and limitations on, damages and
other relief as expressly set forth in this Note. The award and decision of the arbitrator(s) shall be conclusive and binding
on all parties, and judgment upon the award may be entered in any court of competent jurisdiction. The Investor reserves the
right, but shall have no obligation, to advance the Issuer’s share of the costs, fees and expenses of any
arbitration proceeding, including any arbitrator fees, in order for such arbitration proceeding to take place, and by doing
so will not be deemed to have waived or relinquished its right to seek the recovery of those amounts from the arbitrator, who
shall provide for such relief in the final award, in addition to the costs, fees, and expenses that are otherwise
recoverable. The foregoing agreement to arbitrate shall be specifically enforceable under applicable law in any court having
jurisdiction thereof.


 


		12.	Delivery
                                         of Process by the Investor to the Issuer. In the event of any action or proceeding
                                         by the Investor against the Issuer, and only by the Investor against the Issuer, service
                                         of copies of summons and/or complaint and/or any other process which may be served in
                                         any such action or proceeding may be made by the Investor via U.S. Mail, overnight delivery
                                         service such as FedEx or UPS, email, fax, or process server, or by mailing or otherwise
                                         delivering a copy of such process to the Issuer at its last known attorney as set forth
                                         in its most recent SEC filing.



 


		13.	Attorney
                                         Fees. If any attorney is employed by either party with regard to any legal or equitable
                                         action, arbitration or other proceeding brought by such party for enforcement of this
                                         Note or because of an alleged dispute, breach, default or misrepresentation in connection
                                         with any of the provisions of this Note, the prevailing party will be entitled to recover
                                         from the other party reasonable attorneys' fees and other costs and expenses incurred,
                                         in addition to any other relief to which the prevailing party may be entitled.



 


		14.	Opinion
                                         of Counsel. The Issuer shall provide the Investor with an opinion of counsel prior
                                         to the Effective Date of the Note that neither this Note, nor any other aaws in
the State of Nevada. greement between
                                         the parties, nor any of their terms (including, but not limited to, interest, original
                                         issue discount, conversion terms, warrants terms, penalties, fees or liquidated damages),
                                         individually or collectively violate any usury laws in
the State of Nevada. THE
ISSUER HEREBY WARRANTS AND REPRESENTS THAT THE SELECTION OF NEVADA LAW AS GOVERNING UNDER THIS AGREEMENT (I) HAS A REASONABLE
NEXUS TO EACH OF THE PARTIES AND TO THE TRANSACTIONS CONTEMPLATED BY THESE AGREEMENTS; AND (II) DO
NOT OFFEND ANY PUBLIC POLICY OF NEVADA, FLORIDA, OR OF ANY OTHER STATE, FEDERAL, OR OTHER JURISDICTION. In the event that any
other opinion of counsel is needed for any matter related to this Note, the Investor has the right to have any such opinion
provided by its counsel. Investor also has the right to have any such opinion provided by Issuer’s counsel.



 


		15.	Notices.
                                         Any notice required or permitted hereunder (including Conversion Notices and demands
                                         for arbitration) must be in writing and either personally served, sent by facsimile or
                                         email transmission, or sent by overnight courier. Notices will be deemed effectively
                                         delivered at the time of transmission if by facsimile or email, and if by overnight courier
                                         the business day after such notice is deposited with the courier service for delivery.



 


	Issuer:

         

         
	Investor:
	____________________________________________________	______________________________________________________
	Shawn
    E. Leon	JMJ
    Financial
	Greenestone
    Healthcare Corporation	Its
    Principal




    	 



    	 



    

 


	Chief
                           Executive Officer

         

         
	 
	Date:  ____________________________________	Date:  ____________________________________


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature
Page to Promissory Note]