NEITHERTHIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSIONOR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCEUPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANTTO AN AVAILABLE EXEMPTION FROM, OR INA TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND INACCORDANCE WITH APPLICABLE STATE SECURITIESLAWS.

** **

** **

**ROCKY MOUNTAIN HIGH BRANDS,INC.**

** **

** **

**CONVERTIBLE NOTE**

** **

** **

Issuance Date: **June 29,2017**

Note No RMHB-1

 

Original Principal Amount:	**$130,000**

Consideration Paid at Close:$130,000

 

 

 

**FORVALUE RECEIVED, Rocky Mountain High Brands, Inc.,** a Nevada corporation with a par value of $0.001 per common share ("ParValue") (the "Company"), hereby promises to pay to the order of **Lucas Hoppel**or registered assigns(the "Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereofpursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (asdefined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest")on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "IssuanceDate") until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise(in each case in accordance with the terms hereof).

 

TheOriginal Principal Amount is $130,000 (one hundred thirty thousand) plus accrued and unpaid interest and any other fees. The Considerationis$130,000 (one hundred thirty thousand) payable by wire transfer. The Holder shall pay $130,000 of Consideration upon closingof this Note. For purposes hereof, the term "Outstanding Balance" means the Original Principal Amount, as reduced orincreased, as the case may be, pursuant to the terms hereof for conversion, breach hereof or otherwise, plus any accrued but unpaidinterest, collection and enforcements costs, and any other fees, penalties, damages or charges incurred under this Note.

 

(1)               GENERAL TERMS

 

(a)                Payment of Principal. The "Maturity Date" shall be two years fromthe date of each payment of Consideration, as may be extended at the option of the Holder in the event that, and for so long as,an Event of Default (as defined below) shall not have occurred and be continuing on the Maturity Date (as may be extended pursuantto this Section 1) or any event shall not have occurred and be continuing on the Maturity Date (as may be extended pursuant tothis Section I) that with the passage of time and the failure to cure would result in an Event of Default.

 

 

(b)                Interest. A simple interest charge of eight percent **(8%)**("Interest Rate")per annum shall be applied to the Outstanding Balance. Interest hereunder shall be paid on the Maturity Date (or sooner as providedherein) to the Holder or its assignee in whose name this Note is

 

 

registered on the recordsof the Company regarding registration and transfers of Notes in cash or converted into Common Stock at the Conversion Price providedthe Equity Conditions are satisfied.

 

pledged to the Holder

 

 

(a)                An "Event of Default", wherever used herein, means any one of the followingevents (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to anyjudgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

 

(i)                 The Company's failure to pay to the Holder any amount of Principal, Interest, or other amountswhen and as due under this Note (including, without limitation, the Company's failure to pay any redemption payments or amountshereunder);

 

 

(iii)               The Company or any subsidiary of the Company shall commence, or there shall be commenced againstthe Company or any subsidiary of the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect orany successor thereto, or the Company or any subsidiary of the Company commences any other proceeding under any reorganization,arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whethernow or hereafter in effect relating to the Company or any subsidiary of the Company or there is commenced against the Company orany subsidiary of the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other orderapproving any such case or proceeding is entered; or the Company or any subsidiary of the Company suffers any appointment of anycustodian, private or court appointed receiver or the like for it or any substantial part of its property which continues undischargedor unstayed for a period of sixty one (61) days; or the Company or any subsidiary of the Company makes a general assignment forthe benefit of creditors; or the Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable topay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary of the Company shall calla meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company orany subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescencein any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary of the Company for the purposeof effecting any of the foregoing;

 

 

(iv)              The Common Stock is suspended or delisted for trading on the Over the Counter OTCQB or OTCPink tiers of the electronic over-the-counter market operated by OTC Markets Group, Inc. (the "Primary Market").

 

"DWAC/FAST" electronic transfer.

The Company loses its ability to deliver sharesvia

2

 

(vii)            The Company shall become late or delinquent in its filing requirements as a fully-reportingissuer registered with the Securities & Exchange Commission.

 

(viii)        The Company shall fail to reserve and keep available out of its authorized Common Stock threetimes the number of shares of Common Stock issuable upon conversion of all outstanding amounts under this Note at the ConversionPrice (as defined below).

 

(ix)              The Company shall fail to meet all requirements to satisfy the availability of Rule 144 tothe Investor or its assigns including but not limited to timely fulfillment of its filing requirements as a fully-reporting issuerregistered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website.

 

(b)      Upon the occurrence of any Event of Default, the Company shall be entitled to receive a noticeof default and have ten days to cure the default. In the event that the Company does not cure the default within the cure period,the Outstanding Balance shall immediately and automatically increase to 120% of the Outstanding Balance immediately prior to theoccurrence of the Event of Default (the "Default Sum"). Upon the occurrence of any Event of Default, the Note shall becomeimmediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amountequal to the Outstanding Balance, all without demand, presentment or notice, all of which hereby are expressly waived, togetherwith all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exerciseall other rights and remedies available at law or in equity.

 

(3)               CONVERSION OF NOTE.	This Note shall be convertible into shares of the Company'sCommon Stock, on the terms and conditions set forth in this Section 3.

 

(a)                Conversion Right. Subject to the provisions of Section 3(c), at any time or times onor after the Issuance Date, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount(as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 3(b), at the ConversionPrice (as defined below). The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to thisSection 3(a) shall be equal to the quotient of dividing the Conversion Amount by the Conversion Price. The Company shall not issueany fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a shareof Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shallpay any and all transfer agent fees, legal fees, costs and any other fees or costs that may be incurred or charged in connectionwith the issuance of shares of the Company's Common Stock to the Holder arising out of or relating to the conversion of this Note.

 

 

(i)                  "Conversion Amount" means the portion of the Original Principal Amount andInterest to be converted, plus any penalties, redeemed or otherwise with respect to which this determination is being made.

 

(ii)                "Conversion Price" shall equal 50% of the lowest closing price occurringduring the ten (10) consecutive Trading Days immediately preceding the applicable Conversion Date on which the Holder elects toconvert all or part of this Note, subject to adjustment as provided in this Note.

 

 

(i)                 Optional Conversion* To convert any Conversion Amount into shares of Common Stock onany date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), forreceipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executednotice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company.On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"),the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisionsof Rule 144 of the Securities Act of 1933 ("Rule 144") and provided that the Transfer Agent is participating in the DepositoryTrust Company's ("OTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares ofCommon Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with OTC through its DepositWithdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the OTC Fast Automated Securities TransferProgram, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holderor its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bearany restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstandingPrincipal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall,upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Noteand at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Personor Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposesas the record holder or holders of such shares of Common Stock upon the transmission ofa Conversion Notice.

 

(ii)                 Company's Failure to Timely Convert. If within three (3) Trading Days after the Company'sreceipt of the facsimile or email copy of a Conversion Notice, and as a result of any act or omission on the part of the Companyor its agents, the Company shall fail to issue and deliver to Holder via "DWAC/FAST"electronic transfer the number of shares of Common Stock to which the Holder is entitled upon such holder's conversion of any ConversionAmount (a "Conversion Failure"), the Original Principal Amount of the Note shall increase by $2,000 per day untilthe Company issues and delivers a certificate to the Holder or credit the Holder's balance account with OTC for the number of sharesof Common Stock to which the Holder is entitled upon such holder's conversion of any Conversion Amount (under Holder's and Company'sexpectation that any damages will tack back to the Issuance Date). *Company will not be subject to any penalties once its transferagent processes the shares to the DWAC system.*If the Company fails to deliver shares in accordance with the timeframe statedin this Section, resulting in a Conversion Failure, the Holder, at any time prior to selling all of those shares, may rescind anyportion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded conversionamount returned to the Outstanding Balance with the rescinded conversion shares returned to the Company (under Holder's and Company'sexpectations that any returned conversion amounts will tack back to the original date of the Note).

 

 

(iii)              OTC Eligibility & Sub-Penny. If the Company fails to maintain its status as "OTCEligible" for any reason, or, if the effective Conversion Price as calculated in Section 3(a)(ii) is less than $0.01 at anytime (regardless of whether or not a Conversion Notice has been submitted

 

 

tothe Company), the Principal Amount of the Note shall increase by ten thousand dollars ($10,000) (under Holder's and Company's expectationthat any Principal Amount increase will tack back to the Issuance Date). In addition, the Conversion Price shall be permanentlyredefined to equal the lesser of (a) $0.01 or

 

(iv)               Par Value True-Up. In the event that the Conversion Price is less than Par Value onthe Conversion Date, the Holder may elect to submit a Conversion Notice (attached hereto as Exhibit A) with a conversion priceequal to the Company's Par Value. In addition, upon written notice from the Holder in the form attached hereto as Exhibit B(the "True-Up Notice"), the Holder may require the Company, at the Holder's election, to either (A) issue and deliverto the Holder a number of shares of Common Stock as equals (X) the Conversion Amount divided by 60% of the lowest trade occurringduring the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion Date, less (Y) the ConversionAmount divided by the Par Value (Any additional shares of Common Stock issuable pursuant to this Section 3(b)(v) shall be referredto herein as "True-Up Shares"), or (B) add to the Outstanding Balance a dollar amount equal to the number of True-UpShares (as calculated above) multiplied by the high trade price on the Conversion Date (Any dollar amount added to the OutstandingBalance pursuant to this Section 3(b)(v) shall be referred to herein as the "True-Up Balance") (under Holder's and theCompany's expectation that any True-Up Balance amounts will tack back to the Issuance Date).

 

(v)                Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversionof any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender thisNote to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has providedthe Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Noteupon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest convertedand the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company , so asnot to require physical surrender of this Note upon conversion.

 

 

(i)                  Beneficial Ownership. The Company shall not effect any conversions of this Note andthe Holder shall not have the right to convert any portion of this Note or receive shares of Common Stock as payment of interesthereunder to the extent that after giving effect to such conversion or receipt of such interest payment, the Holder, together withany affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rulespromulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effectto such conversion or receipt of shares as payment of interest. Since the Holder will not be obligated to report to the Companythe number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would resultin the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without regard to anyother shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligationto determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extentthat the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principalamount of this Note is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a ConversionNotice for a principal amount of this Note that, without regard to any other shares that the Holder or its affiliates may beneficiallyown, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this factand shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordancewith Section 3(a) and, any principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstandingunder this Note. In the event that the Market Capitalization of the Company falls below

$2,500,000, the term"4.99%" above shall be permanently replaced with "9.99%". "Market Capitalization" shall be definedas the product of (a) the closing price of the Common Stock of the Common stock multiplied by (b) the number of shares of CommonStock outstanding as reported on the Company's most recently filed Form 10-K or Form 10-Q. The provisions of this Section may bewaived by Holder upon not less than *65*days prior written notification to the Company.

 

(ii)                Capitalization. So long as this as this Note is outstanding, upon written request ofthe Holder, the Company shall furnish to the Holder the then-current number of common shares issued and outstanding, the then-currentnumber of common shares authorized, and the then-current number of shares reserved for third parties.

 

{d) Other Provisions.

 

(i)                 Share Reservation. The Company shall at all times reserve and keep available out ofits authorized Common Stock a number of shares equal to at least 3 (three) times the full number of shares of Common Stock issuableupon conversion of all outstanding amounts under this Note; and within 3 (three) Business Days following the receipt by the Companyof a Holder's notice that such minimum number of shares of Common Stock is not so reserved, the Company shall promptly reservea sufficient number of shares of Common Stock to comply with such requirement. The Company will at all times reserve at least 10,000,000shares of Common Stock for conversion.

 

(ii)                                                                                                                Prepayment+ During the first 150 days this Note is in effect, upon 10 business days'notice to Holder ("Notice Period"}, the Company may redeem this Note by paying to the Holder an amount as follows ("RedemptionAmount"): (i) if the redemption is within the first 30 days this Note is in effect, then for an amount equal to 120% of theOutstanding Balance of this Note along with any interest that has accrued during that period, (ii) if the redemption is on or betweenthe 31st and 60th day this Note is in effect, then for an amount equal to 125% of the Outstanding Balance of this Note along withany accrued interest, (iii) if the redemption is on or between the 61st and 90th day this Note is in effect, then for an amountequal to 130% of the Outstanding Balance of this Note along with any accrued interest., (iv) if the redemption is on or betweenthe 90th and 121st day this Note is in effect, then for an amount equal to 135% of the Outstanding Balance of this Note along withany accrued interest. (v) if the redemption is on or between the 1211st and150th day thisNote is ineffect, then for anamount equal to140% of the Outstanding Balance of this Note along with any accrued interest. ThisNote may not be redeemed after 150 days without written consent of the Holder. The redemption must be closed and paid for within5 business days following the Notice Period or the redemption will be invalid and the Company may not redeem this Note. The Holdermay convert this Note pursuant to the terms hereof at all times, including during the Notice Period, until the Redemption Amounthas been received in full.

 

nearest $0.0000 l or whole share.

 

(Intentionally Blank]

 

All calculations under this Section 3 shall be roundedup to the

 

 

(v)                Nothing herein shall limit a Holder's right to pursue actual damages or declare an Event ofDefault pursuant to Section 2 herein for the Company's failure to deliver certificates representing shares of Common Stock uponconversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at lawor in equity including, without limitation, a decree of specific performance and/or injunctive relief, in each case without theneed to post a bond or provide other security. The exercise of any such rights shall not prohibit the Holder from seeking to enforcedamages pursuant to any other Section hereof or under applicable law.

 

(4)                SECTION 3(A)(9) OR 3(A)(I0) TRANSACTION. So long as this Note is outstanding, the Companyshall not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in wholeor in part, either Section 3(a)(9) of the Securities Act (a "3(a)(9)Transaction") or Section 3(a)(l 0) of the SecuritiesAct (a "3(a)( l 0) Transaction"). In the event that the Company does enter into, or makes any issuance of Common Stockrelated to a 3(a)(9) Transaction or a 3(a)(I0) Transaction while this note is outstanding, a liquidated damages charge of 25% ofthe outstanding principal balance of this Note, but not less than $25,000, will be assessed and will become immediately due andpayable to the Holder at its election in the form of cash payment or addition to the balance of this Note.

 

(5)                PIGGYBACK REGISTRATION RIGHTS. The Company shall include on the next registration statementthe Company files with SEC (or on the subsequent registration statement if such registration statement is withdrawn), which offersfor re-sale any securities held by any other investor in the Company, all shares issuable upon conversion of this Note. Failureto do so will result in liquidated damages of 25% of the outstanding principal balance of this Note, but not less than $25,000,being immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance of thisNote.

 

 

(a)                Assignability. The Company may not assign this Note. This Note will be binding uponthe Company and its successors and will inure to the benefit of the Holder and its successors and assigns and may be assigned bythe Holder to anyone of its choosing without Company's approval.

 

(b)                Lost Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactoryto the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of anyindemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellationof this Note, the Company shall execute and deliver to the Holder a new Note representing the outstanding Principal.

 

(7)                                                              NOTICES. Any notices, consents, waivers or other communications required or permittedto be given under the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when deliveredpersonally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronicallygenerated and kept on file by the sending party) (iii) upon receipt,when sent by email;or (iv) one (1) TradingDay after depositwith a nationallyrecognized overnight delivery service,in each case properlyaddressedtothe partyto receivethe same.The addressesand facsimilenumbersfor suchcommunicationand shallbe thosesetforth inthe communicationsand documentsthat eachparty hasprovided theotherimmediatelypreceding theissuanceof this Noteor at suchotheraddress and/orfacsimile numberand/orto theattention of suchother personas therecipient pattyhasspecifiedby writtennotice given toeachot herparty three(3) BusinessDays prior tothe effectivenessof suchchange.Written confirmation of receipt(i) given bythe recipientof suchnotice,consent,waiveror other communication,( ii)mechanicallyor electronicallygenerated bythe sender'sfacsimilemachine containingthe time, date, recipientfacsimilenumber andan imageof thefirst pageof suchtransmissionor (i ii)provided by anationallyrecognized overnight deliveryservice,shall berebuttableevidenceof persona]service,receiptby facsimileor receipt from anationally recognizedovernightdeliveryservicein accordancewithclause( i),( ii)or (iii)above, respectively.

 

 

Theaddresses for suchcommunicationsshall be:

 

If tothe Company, to:

 

Rocky MountainHigh Brands, Inc.9101 LBJ Freeway, Suite200 Dallas ,TX 75243

 

Michael Welch 

Email:Michael@ rockymountainhighbrands.com

 

JensMielke 

Jens @rockymountainhighbrands.com

 

 

Ifto the Holder:Lucas Hoppel

295Palmas Inn Way Ste 104PMB 346

Humacao, PR 00791

Email:Luke @ LukeHoppeI.com

 

 

(8)                APPLICABLE LAW AND VENUE. ThisNote shallbe governed by andconstrued in accordancewith thelawsof the State of Nevada, withoutgivingeffect to conflictsof lawsthereof.Any action broughtbyeitherparty againsttheother concerningthe transactionscontemplatedbythisAgreement shallbe brought onlyin thestate courts ofCaliforniaor in thefederalcourts locatedin thecity and countyof San Diego, in theState of California.Both parties and theindividualssigningthisAgreement agreeto submit tothe jurisdiction ofsuchcourts.

 

(9)                WAIVER.Any waiver by the Holder ofa breach of any provisionof this Noteshall notoperateas or be construed tobe awaiver of any other breachof such provisionor of any breach of any other provisionof this Note.The failure of the Holderto insist upon strictadherence to anyterm ofthis Noteon one or more occasionsshall not be considereda waiver or deprivethatparty of therightthereafterto insist uponstrict adherence to that termor any othertermof thisNote.Anywaivermust beinwriting.

 

(10)            LIQUIDATED DAMAGES. Holder and Company agree that in the event Company fails to complywith any of the terms or provisions of this Note, Holder's damages would be uncertain and difficult (if not impossible) to accuratelyestimate because of the parties' inability to predict future interest rates, future share prices, future trading volumes and otherrelevant factors. Accordingly, Holder and Company agree that any fees, balance adjustments, default interest or other charges assessedunder this Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (underHolder's and Company's expectations that any such liquidated damages will tack back to the Closing Date for purposes of determiningthe holding period under Rule 144).

 

[Signature Page Follows]

 

IN**WITNESS WHEREOF,** the Company hascausedthisConvertible Notetobedulyexecuted byadulyauthorized officer as ofthedateset forthabove.

 

 

 COMPANY:

** **

** **Rocky MountainHigh Brands, Inc.

.

 

By:/.s.

** **Name: MichaelWelch

 Title:	President& Chief Executive Officer

 

 HOLDER:

** **Lucas Hoppel

** **

** **

** **

 [Signature Page to *Conver**tibleNote No. RMHB-1]*

EXHIBIT ACONVERSION NOTICE

** **

[Company Contact, Position]

 

 

 

The undersigned herebyelects to convert a portion of the $________	Convertible Note 		_issued to Lucas Hoppel on; 	into Shares of Common Stock of

according to the conditionsset forth in such Note as of the date written below.

 

 

By accepting this noticeof conversion, you are acknowledging that the number of shares to be delivered represents less than 10% (ten percent) of the commonstock outstanding. If the number of shares to be delivered represents more than 9.99%ofthecommonstock outstanding, this conversion notice shall immediately automatically extinguish and debenture Holder must be immediately notified.

 

 

**Dateof Conversion: 	 Conversion Amount: 	 Conversion Price:	 	 Shares to be Delivered: 	**

** **

** **

**Shares delivered**in **name of:**

**Lucas Hoppel**

Signature:.s._________________________

 

 

 

 

EXHIBIT B

**TRUE-UP NOTICE**

** **

** **

[Company Contact, Position][Company Name]

[Company Address] [ContactEmail Address}

 

 

The undersigned hereby gives notice to **[COMPANY NAME],**a 		corporation (the "Company"),

pursuant tothat certain Notedated _________. 2017, byand betweenthe Company andthe Holder (the"Note"), that the Holder elects to:

 

Receive fully paid and non-assessableTrue-Up Shares pursuant to Section 3(b)(v) of the Note (such Additional Origination Shares shall be calculated as set forth below),or

 

Add to the Outstanding Balance a dollar amountequal to the True-Up Amount (such True-Up Amount shall be calculated as set forth below).

 

 

The number of True-Up Shares Holder is entitled to receiveis calculated as follows:

 

ConversionAmount ($_)	/ _%	ofthe lowest tradeoccurring during the 	L)consecutive

Trading Days immediately preceding the applicableConversion Date ($*_._)* - Conversion Amount ($_) divided by the Par Value ($*_._)* =

True-Up Shares

** **

The amount of True-Up Balance to be added to the OutstandingBalance is calculated as follows:

 

Number of True-Up Shares ( 	) *high tradeprice on the Conversion Date ($_._)=

 

True-Up Balance

** **

** **

**Shares delivered in name of: Lucas Hoppel**

** **

** **

** **

Signature:

 

 

By: Lucas Hoppel