Jammin Java Corp. 10-Q


 



Exhibit 10.50





 


 


NEITHER
THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”)
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS;
OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER,
THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD, TRANSFERRED
OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.


 


 


12%
CONVERTIBLE PROMISSORY NOTE


MATURITY DATE OF SEPTEMBER 5, 2017 *THE “MATURITY
DATE”


 


$15,500.00
DECEMBER 5, 2016 *THE “ISSUANCE DATE”


 


FOR
VALUE RECEIVED, Jammin Java
Corp., a Nevada
Corporation (the “Company”) doing business in Denver,
CO, hereby promises to pay to the
order of JSJ Investments Inc., an accredited investor and Texas Corporation, or its assigns (the “Holder”), the principal
amount of Fifteen
Thousand Five Hundred
Dollars ($15,500.00)
(“Note”), on demand
of the
Holder at any time
on or after September 5,
2017 (the
“Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of Twelve
Percent (12%) per annum (the “Interest
Rate”) commencing on the date hereof (the “Issuance Date”).


 


		1.	Payments
                                         of Principal and Interest.



 


		a.	Pre-Payment
                                         and Payment of Principal and Interest. The Company may pay this Note in full, together
                                         with any and all accrued and unpaid interest, plus any applicable pre-payment premium
                                         set forth herein and subject to the terms of this Section 1.a, at any time on or prior
                                         to the date which occurs 180 days after the Issuance Date hereof (the “Prepayment
                                         Date”). In the event the Note is not prepaid in full on or before the Prepayment
                                         Date, it shall be deemed a “Pre-Payment Default” hereunder. From the Issuance
                                         Date until the Prepayment Date, the Company may pay the principal at a cash redemption
                                         premium of 150%, in addition to outstanding interest, without the Holder’s consent.
                                         After the Prepayment Date up to the Maturity Date this Note shall have a cash redemption
                                         premium of 150% of the then outstanding principal amount of the Note, plus accrued interest
                                         and Default Interest, if any, which may only be paid by the Company upon Holder’s
                                         prior written consent. At any time on or after the Maturity
                                         Date, the Company may repay the then outstanding principal plus accrued interest and
                                         Default Interest (defined below), if any, to the Holder.



 


		b.	Demand
                                         of Repayment. The principal and interest balance of this Note shall be paid to the Holder
                                         hereof on demand by the Holder at any time on or after the Maturity Date. The Default
                                         Amount (defined herein), if applicable, shall be paid to Holder hereof on demand by the
                                         Holder at any time such Default Amount becomes due and payable to Holder.



 


		c.	Interest.
                                         This Note shall
                                         bear
                                         interest
                                         (“Interest”)
                                         at the
                                         rate
                                         of Twelve
                                         Percent
                                         (12%)
                                         per
                                         annum from the Issuance Date until
                                         the same is
                                         paid,
                                         or otherwise
                                         converted
                                         in accordance
                                         with Section
                                         2 below,
                                         in full and the Holder,
                                         at the Holder’s
                                         sole
                                         discretion,
                                         may include
                                         any accrued
                                         but unpaid Interest in the Conversion Amount. Interest shall commence accruing
                                         on the Issuance Date, shall be computed on the basis of a 365-day year and the actual
                                         number of days elapsed and shall accrue daily and, after the Maturity Date, compound
                                         quarterly. Upon an Event of Default, as defined in Section 10 below, the Interest Rate
                                         shall increase to Eighteen Percent (18%) per annum for so long as the Event of Default
                                         is continuing (“Default Interest”).



 


		d.	General
                                         Payment Provisions. This Note shall be paid in lawful money of the United States of America
                                         by check or wire transfer to such account as the Holder may from time to time designate
                                         by written notice to the Company in accordance with the provisions of this Note. Whenever
                                         any amount expressed to be due by the terms of this Note is due on any day which is not
                                         a Business Day (as defined below), the same shall instead be due on the next succeeding
                                         day which is a Business Day and, in the case of any interest payment date which is not
                                         the date on which this Note is paid in full, the extension of the due date thereof shall
                                         not be taken into account for purposes of determining the amount of interest due on such
                                         date. For purposes of this Note, “Business Day” shall mean any day other
                                         than a Saturday, Sunday or a day on which commercial banks in the State of Texas are
                                         authorized or required by law or executive order to remain closed.



 


		2.	Conversion
                                         of Note. At any time after the Issuance Date, the Conversion Amount (see Paragraph 2(a)(i))
                                         of this Note shall be convertible into shares of the Company’s common stock (the
                                         “Common Stock”) according to the terms and conditions set forth in this Paragraph
                                         2.





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		a.	Certain
                                         Defined Terms. For purposes of this Note, the following terms shall have the following
                                         meanings:



 


		i.	“Conversion
                                         Amount” means
                                         the sum
                                         of
                                         (a)
                                         the principal
                                         amount
                                         of
                                         this
                                         Note
                                         to be converted with respect to which this determination is being made, (b) Interest;
                                         and (c) Default Interest, if any, if so included at the Holder’s sole discretion.



 


		ii.	“Conversion
                                         Price” means
                                         a 40% discount to the third (3rd) lowest trading price during the previous ten (10) trading
                                         days to the date of a Conversion Notice. By way of example if the company’s common
                                         stock trades at $.20 on three separate occasions and at $.21 one time during the pricing
                                         period, then the third lowest trade would be $.20 per share. Under no circumstances shall
                                         the conversion price be less than $0.00005.



 


		iii.	“Person”
                                         means
                                         an
                                         individual,
                                         a limited
                                         liability company, a partnership,
                                         a joint venture, a corporation, a trust, an unincorporated organization and a
                                         government or any department or agency thereof.



 


		iv.	“Shares”
                                         means
                                         the Shares of the Common Stock of the Company into which any balance on this Note may
                                         be converted upon submission of a “Conversion Notice” to the Company substantially
                                         in the form attached hereto as Exhibit 1.



 


		b.	Holder’s
                                         Conversion Rights. At anytime on or after 180 days from the date hereof, the Holder shall
                                         be entitled to convert all of the outstanding and unpaid principal and accrued interest
                                         of this Note into fully paid and non-assessable shares of Common Stock in accordance
                                         with the stated Conversion Price. The Holder
                                         shall not be
                                         entitled to
                                         convert on
                                         a Conversion Date that
                                         amount of the
                                         Note in connection with
                                         that number of
                                         shares of
                                         Common Stock which would be
                                         in excess of
                                         the sum
                                         of the
                                         number of
                                         shares of
                                         Common Stock issuable upon the
                                         conversion of
                                         the Note with respect
                                         to which the determination of
                                         this provision is
                                         being made on
                                         a Conversion Date,
                                         which would result in
                                         beneficial
                                         ownership by
                                         the Holder and
                                         its affiliates of more
                                         than 4.99%
                                         of the
                                         outstanding shares of
                                         Common Stock of
                                         the Company on
                                         such Conversion
                                         Date. For
                                         the purposes of the
                                         provision to the immediately preceding
                                         sentence, beneficial
                                         ownership shall be determined
                                         in accordance with
                                         Section 13(d) of
                                         the Securities Exchange Act of
                                         1934, as amended, and
                                         Regulation 13d-3
                                         thereunder. Subject
                                         to the foregoing, the
                                         Holder shall not be
                                         limited to aggregate conversions
                                         of 4.99%
                                         (“Conversion Limitation
                                         1”). The Holder shall have
                                         the authority
                                         to determine whether the restriction
                                         contained in this Section
                                         2(b)
                                         will limit any conversion
                                         hereunder. The Holder may waive the
                                         conversion limitation described
                                         in this Section
                                         2(b), in
                                         whole or
                                         in part, upon and effective after
                                         61 days prior
                                         written notice
                                         to the Company to increase
                                         or decrease
                                         such percentage
                                         to any other
                                         amount as
                                         determined by Holder
                                         in its sole discretion (“Conversion
                                         Limitation 2”).



 


		c.	Fractional
                                         Shares. The Company
                                         shall not
                                         issue any
                                         fraction
                                         of a share of
                                         Common Stock upon
                                         any conversion;
                                         if such issuance would result in the issuance of a fraction of a share of Common
                                         Stock, the Company shall round such fraction of a share of Common Stock up to the nearest
                                         whole share except in the event that rounding up would violate the conversion limitation
                                         set forth in section 2(b) above.



 


		d.	Conversion
                                         Amount. The Conversion Amount shall be converted pursuant to Rule 144(b)(1)(ii) and Rule
                                         144(d)(1)(ii) as promulgated by the Securities and Exchange Commission under the Securities
                                         Act of 1933, as amended, into unrestricted shares at the Conversion Price.



 


		e.	Mechanics
                                         of Conversion. The conversion of this Note shall be conducted in the following manner:



 


		i.	Holder’s
                                         Conversion Requirements. To convert this Note into shares of Common Stock on any date
                                         set forth in the Conversion Notice by the Holder (the “Conversion Date”),
                                         the Holder shall transmit by email, facsimile or otherwise deliver, for receipt on or
                                         prior to 11:59
                                         p.m., Eastern
                                         Time, on
                                         such date
                                         or on the next business
                                         day, a copy of
                                         a fully executed
                                         notice of conversion
                                         in the form attached hereto as Exhibit 1 to the Company.



 


		ii.	Company’s
                                         Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall
                                         as soon as practicable, but in no event later than one (1) Business Day after receipt
                                         of such Conversion Notice, send, via email, facsimile or overnight courier, a confirmation
                                         of receipt of such Conversion Notice to such Holder indicating that the Company will
                                         process such Conversion Notice in accordance with the terms herein. Within two (2) Business
                                         Days after the date the Conversion Notice is delivered, the Company shall have issued
                                         and electronically transferred the shares to the Broker indicated in the Conversion Notice;
                                         should the Company be unable to transfer the shares electronically, it shall, within
                                         two (2) Business Days after the date the Conversion Notice was delivered, have surrendered
                                         to an overnight courier for delivery the next day to the address as specified in the
                                         Conversion Notice, a certificate, registered in the name of
                                         the Holder, for the number of shares of Common Stock to which the Holder shall
                                         be entitled.



 


		iii.	Record
                                         Holder. The person or persons entitled to receive the shares of Common
                                         Stock issuable upon
                                         a conversion of
                                         this Note
                                         shall be
                                         treated for
                                         all purposes
                                         as the record holder or holders of
                                         such shares of Common Stock on the Conversion Date.



 


		iv.	Timely
                                         Response by Company. Upon receipt by Company of a Conversion Notice, Company shall respond
                                         within one business day to Holder confirming the details of the Conversion, and provide
                                         within two business
                                         days the Share2s
                                         requested in the Conversion Notice.





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		v.	Liquidated
                                         Damages for Delinquent Response. If the Company fails to deliver for whatever reason
                                         (including any neglect or failure by, e.g., the Company, its counsel or the transfer
                                         agent) to Holder the Shares as requested in a Conversion Notice within three (3) business
                                         days of the Conversion Date, the Company shall be deemed in “Default of Conversion.”
                                         Beginning on the fourth (4th) business day after
                                         the date of the Conversion Notice, after the Company is deemed in Default of Conversion,
                                         there shall accrue liquidated damages (the “Conversion Damages”) of $2,000
                                         per day for each day after the third business day until delivery of the Shares is made,
                                         and such penalty will be added to the Note being converted (under the Company’s
                                         and Holder’s expectation and understanding that any penalty amounts will tack back
                                         to the Issuance Date of the Note). The Parties agree that, at the time of drafting of
                                         this Note, the Holder’s damages as to the delinquent response are incapable or
                                         difficult to estimate and that the liquidated damages called for is a reasonable forecast
                                         of just compensation.



 


		vi.	Liquidated
                                         Damages for Inability to Issue Shares. If the Company fails to deliver Shares requested
                                         by a Conversion Notice due to an exhaustion of authorized and issuable common stock such
                                         that the Company must increase the number of shares of authorized Common Stock before
                                         the Shares requested may be issued to the Holder, the discount set forth in the Conversion
                                         Price will be increased by 5 percentage points (i.e. from 40% to 45%) for the Conversion
                                         Notice in question and all future Conversion Notices until the outstanding principal
                                         and interest of the Note is converted or paid in full. These liquidated damages shall
                                         not render the penalties prescribed by Paragraph 2(e)(v) void, and shall be applied in
                                         conjunction with Paragraph 2(e)(v) unless otherwise agreed to in writing by the Holder.
                                         The Parties agree that, at the time of drafting of this Note, the Holder’s damages
                                         as to the inability to issue shares are incapable or difficult to estimate and that the
                                         liquidated damages called for is a reasonable forecast of just compensation.



 


		vii.	Rescindment
                                         of Conversion Notice. If: (i) the Company fails to respond to Holder within one business
                                         day from the date of delivery of a Conversion Notice confirming the details of the Conversion,
                                         (ii) the Company fails to provide the Shares requested in the Conversion Notice within
                                         three business days from the date of the delivery of the Conversion Notice, (iii) the
                                         Holder is unable to procure a legal opinion required to have the Shares issued unrestricted
                                         and/or deposited to sell for any reason related to the Company's standing with the SEC
                                         or FINRA, or any action or inaction by the Company, (iv) the Holder is unable to deposit
                                         the Shares requested in the Conversion Notice for any reason related to the Company's
                                         standing with the SEC or FINRA, or any action or inaction by the Company, (v) if the
                                         Holder is informed that the Company does not have the authorized and issuable Shares
                                         available to satisfy the Conversion, or (vi) if OTC Markets changes the Company's designation
                                         to 'Limited Information' (Yield), 'No Information' (Stop Sign), 'Caveat Emptor' (Skull
                                         and Crossbones), or 'OTC', 'Other OTC' or 'Grey Market' (Exclamation Mark Sign) on the
                                         day of or any day after the date of the Conversion Notice, the Holder maintains the option
                                         and sole discretion to rescind the Conversion Notice ("Rescindment") by delivering
                                         a notice of rescindment to the Company in the same manner that a Conversion Notice is
                                         required to be delivered to the Company pursuant to the terms of this Note.



 


		viii.	Transfer
                                         Agent Fees and Legal Fees. The issuance of the certificates shall be without charge or
                                         expense to the Holder. The Company shall pay any and all Transfer Agent fees,
                                         legal fees, and advisory fees required for execution of this Note and processing of any
                                         Notice of Conversion, including but not limited to the cost of obtaining a legal opinion
                                         with regard to the Conversion. The Holder will deduct $2000 from the principal payment
                                         of the Note solely to cover the cost of obtaining
                                         any and all legal opinions required to obtain the Shares requested in any given Conversion
                                         Notice. These fees do not make provision for or suffice to defray any legal fees incurred
                                         in collection or enforcement of the Note as described in Paragraph 13.



 


		ix.	Conversion
                                         Right Unconditional. If the Holder shall provide a Notice of Conversion as provided herein,
                                         the Company’s obligations to deliver Common Stock shall be absolute and unconditional,
                                         irrespective of any claim of setoff, counterclaim, recoupment, or alleged breach by the
                                         Holder of any obligation to the Company.



 


 


 


 


		3.	Other
                                         Rights of Holder: Reorganization, Reclassification, Consolidation, Merger or Sale. Any
                                         recapitalization, reorganization, reclassification, consolidation, merger, sale
                                         of all or substantially all of the Company’s assets to another Person or other
                                         transaction which is effected in such a way that holders of Common Stock are entitled
                                         to receive (either directly or upon subsequent liquidation) stock, securities, cash or
                                         other assets with respect to or in exchange for Common Stock is referred to herein as
                                         “Organic Change.” Prior to the consummation of any (i) Organic Change or
                                         (ii) other Organic Change following which the Company is not a surviving entity, the
                                         Company will secure from the Person purchasing such assets or the successor resulting
                                         from such Organic Change (in each case, the “Acquiring Entity”) a written
                                         agreement (in form and substance reasonably satisfactory to the Holder) to deliver to
                                         Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written
                                         instrument substantially similar in form and substance to this Note, and reasonably satisfactory
                                         to the Holder. Prior to the consummation of any other Organic Change, the Company shall
                                         make appropriate provision (in form and substance reasonably satisfactory to the Holder)
                                         to ensure that the Holder will thereafter have the right to acquire and receive in lieu
                                         of or in addition to (as the case may be) the shares of Common Stock immediately theretofore
                                         acquirable and receivable upon the conversion of the Note, such shares of stock, securities,
                                         cash or other assets that would have been issued or payable in such Organic Change with
                                         respect to or in exchange for the number of shares of Common Stock which





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would
have been acquirable and receivable upon the conversion of the Note as of the date of such Organic Change
(without taking into account any limitations or restrictions on the convertibility of the Note set forth in Section 2(b) or otherwise).
All provisions of this Note must be included to the satisfaction of Holder in any new Note created pursuant to this section.


 


		4.	Representations
                                         and Warranties of the Company. In connection with the transactions provided for herein,
                                         the Company hereby represents and warrants to the Holder the following:



 


		a.	Organization,
                                         Good Standing and Qualification. The Company is a corporation duly organized, validly
                                         existing and in good standing under the laws of the state of its incorporation and has
                                         all requisite corporate power and authority to carry on its business as now conducted.
                                         The Company is duly qualified to transact business and is in good standing in each jurisdiction
                                         in which the failure to so qualify would have a material
                                         adverse effect on its business or properties.



 


		b.	Authorization.
                                         All corporate action has been taken on the part of the Company, its officers, directors
                                         and stockholders necessary for the authorization, execution and delivery of this Agreement.
                                         The Company has taken all corporate action required to make all of the obligations of
                                         the Company reflected in the provisions of
                                         this Agreement, valid and enforceable obligations. The shares of capital stock issuable
                                         upon conversion of the Note have been authorized or will be authorized prior to the issuance
                                         of such shares.



 


		c.	Fiduciary
                                         Obligations. The Company hereby represents that it intends to use the proceeds of the
                                         Note primarily for the operations of its business and not for any personal, family, or
                                         household purpose. The Company hereby represents
                                         that its board of directors, in the exercise of its fiduciary duty, has approved the
                                         execution of this Agreement based upon a reasonable belief that the proceeds of the Note
                                         provided for herein is appropriate for the Company after reasonable inquiry concerning
                                         its financial objectives and financial situation.



 


		5.	Covenants
                                         of the Company.



 


		a.	So
                                         long as the Company shall have any obligations under this Note, the Company shall not
                                         without the Holder’s prior written consent pay, declare or set apart for such payment
                                         any dividend or other distribution (whether
                                         in cash, property, or other securities) on shares of capital stock solely in the form
                                         of additional shares of Common Stock



 


		b.	So
                                         long as the Company shall have any obligations under this Note, the Company shall not
                                         without the Holder’s prior written consent redeem, repurchase, or otherwise acquire
                                         (whether for cash or in exchange for property or other securities) in any one transaction
                                         or series of transactions any shares of capital stock of the Company or any warrants,
                                         rights, or options to acquire any such shares.



 


		c.	So
                                         long as the Company shall have any obligations under this Note, the Company shall not
                                         without the Holder’s prior written consent sell, lease, or otherwise dispose of
                                         a significant portion of its assets outside
                                         the ordinary course of business. Any consent to the disposition of any assets may be
                                         conditioned upon a specified use of the proceeds thereof.



 


		6.	Issuance
                                         of Common Stock Equivalents. If the Company, at any time after the Issuance Date, shall
                                         issue any securities convertible into or exchangeable for, directly or indirectly, Common
                                         Stock (“Convertible Securities”), other
                                         than the Note, or any rights or warrants or options to purchase any such Common
                                         Stock or Convertible Securities, shall be
                                         issued or sold (collectively, the “Common Stock Equivalents”) and the aggregate
                                         of the price per share for which additional Shares of Common Stock may be issuable thereafter
                                         pursuant to such Common Stock Equivalent,
                                         plus the consideration received by the Company for issuance of such Common Stock Equivalent
                                         divided by the number of shares of Common Stock issuable pursuant to such Common Stock
                                         Equivalent (the “Aggregate Per Common Share Price”) shall be less than the
                                         applicable Conversion Price then in effect, or if, after any such issuance of Common
                                         Stock Equivalents, the price per share for which additional Shares of Common Stock may
                                         be issuable thereafter is amended or adjusted, and such price as so amended shall make
                                         the Aggregate Per Share Common Price be less
                                         than the applicable Conversion Price in effect at the time of such amendment or adjustment,
                                         then the applicable Conversion Price upon each such issuance or amendment shall be reduced
                                         to the lower of: (i) the Conversion Price; or the lowest Aggregate Per Common Share Price
                                         (whether or not such Common Stock Equivalents are actually then exercisable, convertible
                                         or exchangeable in whole or in part) as of the earlier of (A) the date on which the Company
                                         shall enter into a firm contract for the issuance of such Common Stock Equivalent, or



(B)
the date of actual issuance of such Common Stock Equivalent. No adjustment of the applicable Conversion Price
shall be made under this Section 6 upon the issuance of any Convertible Security which is outstanding on the day
immediately preceding the Issuance Date. Notwithstanding the above, the rights set forth in this Section 6 shall not apply
to the issuance of any shares of common stock or the grant of any options or warrants to purchase shares of common stock, to officers,
directors, employees or consultants of the Company in consideration for services rendered or to be rendered, assuming such issuances/grants
are approved by the Board of Directors of the Company.


 


		7.	Reservation
                                         of Shares. The Company shall at all times, so long as any principal amount of the Note
                                         is outstanding, reserve and keep available
                                         out of its authorized and unissued shares of Common Stock, solely for the purpose of
                                         effecting the conversion of the Note, eight times the number of shares of Common
                                         Stock as shall at all times be sufficient to effect the conversion of all of the principal
                                         amount, plus Interest and Default Interest, if any, of the Note





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then
outstanding (“Share Reserve”), unless the Holder stipulates otherwise in the “Irrevocable Letter of Instructions
to the Transfer Agent.” So long as this Note is outstanding, upon written request of the Holder or via telephonic communication,
the Company’s Transfer Agent shall furnish to the Holder the then-current number of common shares issued and outstanding,
the then-current number of common shares authorized, the then-current number of unrestricted shares, and the then-current number
of shares reserved for third parties.


 


		8.	Voting
                                         Rights. The Holder of this Note shall have no voting rights as a note holder, except
                                         as required by law, however, upon the conversion of any portion of this Note into Common
                                         Stock, Holder shall have the same voting rights as all other Common Stock holders with
                                         respect to such shares of Common Stock then owned by Holder.



 


		9.	Reissuance
                                         of Note. In the event of a conversion or redemption pursuant to this Note of less than
                                         all of
                                         the Conversion
                                         Amount represented by
                                         this Note,
                                         the Company
                                         shall promptly
                                         cause to
                                         be issued and delivered to the Holder,
                                         upon tender by the Holder of the Note converted or redeemed, a new note of like tenor
                                         representing the remaining
                                         principal amount
                                         of this
                                         Note which has
                                         not been so converted
                                         or redeemed
                                         and which is in substantially the same form as this Note, as set forth above.



 


		10.	Default
                                         and Remedies.



 


		a.	Event
                                         of Default. For purposes of this Note, an
                                         “Event of Default” shall occur
                                         upon:



		i.	the
                                         Company’s default in the payment of the outstanding principal, Interest or Default
                                         Interest of this Note when due, whether at
                                         Maturity, acceleration or otherwise;



		ii.	the
                                         occurrence of a Default of Conversion as set forth in Section 2(e)(v);



		iii.	the
                                         failure by the Company for ten (10) days after notice to it to comply with any material
                                         provision of this Note not included in this Section 10(a);



		iv.	the
                                         Company’s breach of any covenants, warranties, or representations made by the Company
                                         herein;



		v.	the
                                         default by the Company in any Other Agreement entered into by and between the Company
                                         and Holder, for purposes hereof “Other Agreement” shall mean, collectively,
                                         all agreements and instruments between, among or by: (1) the Company, and, or for the
                                         benefit of, (2) the Holder and any affiliate of the Holder, including without limitation,
                                         promissory notes;



		vi.	the
                                         cessation of operations of the Company or a material subsidiary;



		vii.	the
                                         Company pursuant to or within the meaning of any Bankruptcy Law; (a) commences a voluntary
                                         case; (b) consents to the entry of an order for relief against it in an involuntary case;
                                         (c) consents to the appointment of a Custodian of it or for all or substantially all
                                         of its property; (d) makes a general assignment for the benefit of its creditors; or
                                         (e) admits in writing that it is generally unable
                                         to pay its debts as the same become
                                         due;



		viii.	court
                                         of competent
                                         jurisdiction entering
                                         an order or decree under any Bankruptcy Law that: (a) is for relief against the
                                         Company in an involuntary case; (b) appoints a Custodian of the Company or
                                         for all or substantially all of its property; or (c) orders the liquidation of
                                         the Company or any subsidiary, and the order or decree remains unstayed and in effect
                                         for thirty (30) days;



		ix.	the
                                         Company
                                         files a Form 15
                                         with the SEC;



		x.	the
                                         Company’s
                                         failure to
                                         timely file all reports
                                         required to be filed by it
                                         with the Securities and
                                         Exchange Commission; other than the Company's quarterly reports on Form 10Q for
                                         the periods ended May 31, 2016 and August 31, 2016, and any Form 8-K filings required
                                         to be made on or prior to the date hereof.



		xi.	the
                                         Company’s failure
                                         to timely file
                                         all reports
                                         required
                                         to be
                                         filed by it
                                         with OTC Markets to remain a “Current
                                         Information” designated company; other
                                         than the Company's quarterly reports on Form 10Q
                                         for the periods ended May 31,
                                         2016 and August 31,
                                         2016, and any Form 8-K filings
                                         required to be made on or prior to the date
                                         hereof.



		xii.	the
                                         Company
                                         sells securities
                                         after the Issuance Date that
                                         do not have a fixed
                                         conversion price;



		xiii.	the
                                         Company’s
                                         Common Stock is reported
                                         as “No Inside” by OTC Markets at
                                         any time while any principal, Interest
                                         or Default Interest
                                         under the Note remains outstanding;



		xiv.	the
                                         Company’s
                                         failure to
                                         maintain the required Share Reserve
                                         pursuant to the terms of the
                                         Irrevocable Letter of Instructions to the Transfer Agent;



		xv.	the
                                         Company directs its transfer agent not to transfer, or delays, impairs, or hinders its
                                         transfer agent in transferring or issuing (electronically or in certificated form) any
                                         certificate for Shares of Common Stock to
                                         be issued to the Holder upon conversion of or otherwise pursuant to this Note as and
                                         when required by this Note, or fails to remove (or directs its transfer agent not to
                                         remove or impairs, delays and/or hinders its transfer agent from removing) any restrictive
                                         legend (or to withdraw and stop transfer instructions) on any certificate for any Shares
                                         of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this
                                         Note as and when required by this Note (or makes any written announcement, statement
                                         or threat that it does not intend to honor its obligations pursuant to a Conversion Notice
                                         submitted by the Holder) and any such failure shall continue uncured for three (3) Business
                                         Days after the Conversion Notice has been delivered to the Company by Holder;



		xvi.	the
                                         Company’s failure to remain current in its billing obligations with its transfer
                                         agent and such delinquency causes the transfer agent to refuse to issue Shares to Holder
                                         pursuant to a Conversion Notice;



		xvii.	the
                                         Company effectuates a reverse split of its Common Stock and fails to provide twenty (20)
                                         days prior written notice to Holder of its intention to do so; or



		xviii.	OTC
                                         Markets changes the Company's designation to 'No Information' (Stop Sign), 'Caveat Emptor'
                                         (Skull and Crossbones), or 'OTC', 'Other OTC' or 'Grey Market' (Exclamation Mark Sign).



		xix.	"Change
                                         of Control Transaction" means the occurrence after the date hereof of any of (a)
                                         an acquisition after the date hereof by an individual or legal entity or "group"
                                         (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934)
                                         of effective control (whether through legal or
                                         beneficial ownersh5ip
                                         of capital stock of
                                         the Company, by contract or
                                         otherwise) of in excess of 40% of the voting securities of the Company, (b) the Company
                                         merges into or consolidates with any other
                                         Person, as that term is defined in the Securities Act of 1933, as





    	 5



    	 



    

 


amended,
or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the
Company immediately prior to such transaction own less than 60% of the aggregate voting power of the Company or the successor
entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the
stockholders of the Company immediately prior to such transaction own less than 60% of
the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within
a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those
individuals who are members of the Board of Directors on the Issuance Date (or by
those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors
was approved by a majority of the members of the Board of Directors who are members on the date hereof), or


(e)
the execution by the Company of an agreement to which the Company is a party or by which it is bound.


xx.
Altering the conversion terms of any notes that are currently outstanding.


 


The
Term “Bankruptcy
Law” means Title
11, U.S.
Code, or any similar Federal
or State
Law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.


 


b.
Remedies. If an Event of Default occurs, the Holder may in its sole discretion determine to request immediate repayment of all
or any portion of the Note that remains outstanding; at such time the Company will be required to pay the Holder the Default Amount
(defined herein) in cash. For purposes hereof, the “Default Amount” shall mean: the product of (A) the then outstanding
principal amount of the Note, plus accrued Interest and Default Interest, divided by (B) the Conversion Price as determined on
the Issuance Date, multiplied by (C) the highest price at which the Common Stock traded at any time between the Issuance Date
and the date of the Event of Default. If the Company fails to pay the Default Amount within five (5) Business Days of written
notice that such amount is due and payable, then Holder shall have the right at any time, so long as the Company remains in default
(and so long and to the extent there are a sufficient number of authorized but unissued shares), to require the Company, upon
written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Company equal
to the Default Amount divided by the Conversion Price then in effect.


 


 


 


		11.	Vote
                                         to Change the Terms of this Note. This Note and any provision hereof may only be amended
                                         by an instrument in writing signed by the Company and the Holder.



 


		12.	Lost
                                         or Stolen Note. Upon
                                         receipt
                                         by the
                                         Company
                                         of evidence satisfactory
                                         to the
                                         Company
                                         of the loss, theft, destruction or mutilation of this Note, and, in the case of
                                         loss, theft or destruction, of an indemnification
                                         undertaking
                                         by the
                                         Holder
                                         to the
                                         Company
                                         in a form
                                         reasonably
                                         acceptable
                                         to the
                                         Company
                                         and, in the
                                         case of mutilation,
                                         upon
                                         surrender
                                         and cancellation
                                         of the Note,
                                         the Company shall
                                         execute and deliver
                                         a new Note
                                         of like
                                         tenor
                                         and date and in
                                         substantially
                                         the same form
                                         as this
                                         Note;
                                         provided,
                                         however,
                                         the Company
                                         shall not
                                         be obligated
                                         to re-issue
                                         a Note if
                                         the Holder
                                         contemporaneously
                                         requests
                                         the Company
                                         to convert such remaining principal amount, plus accrued Interest and Default
                                         Interest, if any, into Common Stock.



 


		13.	Payment
                                         of Collection, Enforcement and Other Costs. If:
                                         (i) this
                                         Note is
                                         placed
                                         in the hands of an attorney for collection
                                         or enforcement or is collected or enforced through any legal proceeding; or (ii) an attorney
                                         is retained to represent the Holder of this Note in any bankruptcy, reorganization, receivership
                                         or other
                                         proceedings
                                         affecting
                                         creditors’
                                         rights
                                         and involving
                                         a claim
                                         under this Note,
                                         then the
                                         Company
                                         shall
                                         pay to the Holder all reasonable attorneys’ fees, costs and expenses incurred
                                         in connection therewith, in addition to all other amounts due hereunder.



 


		14.	Cancellation.
                                         After
                                         all principal,
                                         accrued
                                         Interest
                                         and Default
                                         Interest,
                                         if any,
                                         at any time
                                         owed on this
                                         Note has been
                                         paid in full or otherwise converted in full, this Note shall automatically be
                                         deemed canceled, shall be surrendered to the Company for cancellation and shall not be
                                         reissued.



 


		15.	Waiver
                                         of Notice. To the extent permitted by law, the Company hereby waives demand, notice,
                                         protest
                                         and all other
                                         demands
                                         and notices
                                         in connection
                                         with
                                         the delivery,
                                         acceptance,
                                         performance,
                                         default or enforcement of this Note.



 


		16.	Governing
                                         Law. This Note shall be construed and enforced in accordance with, and all questions
                                         concerning
                                         the construction,
                                         validity,
                                         interpretation
                                         and performance
                                         of this
                                         Note shall
                                         be governed
                                         by, the laws of the State of Texas, without giving effect to provisions thereof
                                         regarding conflict of laws. Each
                                         party
                                         hereby irrevocably
                                         submits
                                         to the
                                         non-exclusive
                                         jurisdiction
                                         of the
                                         state and federal
                                         courts
                                         sitting
                                         in Texas
                                         for
                                         the adjudication
                                         of any dispute
                                         hereunder or in connection
                                         herewith
                                         or with
                                         any transaction
                                         contemplated
                                         hereby or discussed
                                         herein, and
                                         hereby irrevocably
                                         waives,
                                         and agrees
                                         not to
                                         assert
                                         in any suit,
                                         action
                                         or proceeding,
                                         any claim
                                         that it is not personally
                                         subject
                                         to the
                                         jurisdiction
                                         of any
                                         such
                                         court,
                                         that such
                                         suit,
                                         action
                                         or proceeding
                                         is brought in an inconvenient
                                         forum
                                         or that
                                         the venue of such
                                         suit,
                                         action
                                         or proceeding
                                         is improper.
                                         Each
                                         party
                                         hereby irrevocably
                                         waives
                                         personal
                                         service
                                         of process
                                         and consents to process being served
                                         in any such suit, action or proceeding by sending, through certified mail or overnight
                                         courier,
                                         a copy thereof
                                         to such
                                         party
                                         at the address
                                         for
                                         such notices
                                         to it under
                                         this Agreement
                                         and agrees that such service shall constitute good and sufficient service of process
                                         and notice thereof. Nothing contained
                                         herein shall
                                         be deemed to limit
                                         in any way any right
                                         to serve
                                         process in any
                                         manner
                                         permitted
                                         by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES
                                         NOT TO REQUEST, A JURY TRIAL FOR





    	 6



    	 



    

 


THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 


		17.	Remedies,
                                         Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided
                                         in this Note shall be cumulative and in addition to all other remedies available under
                                         this Note,
                                         at law
                                         or in equity
                                         (including
                                         a decree
                                         of specific
                                         performance
                                         and/or other
                                         injunctive relief),
                                         and no remedy contained herein shall
                                         be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing
                                         herein shall limit the Holder’s right to pursue actual damages for any failure
                                         by the Company to comply with the terms of this Note. The Company covenants to the Holder
                                         that there shall be no characterization concerning this instrument other than as expressly
                                         provided herein. Amounts set forth or provided for herein with respect to payments, conversion
                                         and the like (and the computation thereof) shall be the amounts to be received by the
                                         Holder thereof and shall not, except as expressly provided herein, be subject to any
                                         other obligation of the Company (or the performance thereof).



 


		18.	Specific
                                         Shall Not Limit General; Construction. No
                                         specific
                                         provision
                                         contained
                                         in this Note
                                         shall limit or modify any more general provision contained herein. This Note shall
                                         be deemed to be jointly drafted by the Company and the Holder and shall not be construed
                                         against any person as the drafter hereof.



 


		19.	Failure
                                         or Indulgence Not Waiver. No failure
                                         or delay
                                         on the
                                         part
                                         of the
                                         Holder
                                         in the exercise
                                         of any power, right or privilege hereunder
                                         shall operate as a waiver thereof, nor shall any single or partial exercise
                                         of any
                                         such
                                         power, right
                                         or privilege
                                         preclude
                                         further
                                         exercise
                                         thereof or
                                         of any other
                                         right,
                                         power or privilege.



 


		20.	Partial
                                         Payment. In the event of partial payment by the Holder, the principal sum due to the
                                         Holder shall be prorated based on the consideration actually paid by the Holder such
                                         that the Company is only required to repay the amount funded and the Company is not required
                                         to repay any unfunded portion of this Note, with the exception of any OID contemplated
                                         herein.



 


		21.	Entire
                                         Agreement. This Agreement constitutes the full and entire understanding and agreement
                                         between the parties with regard to the subjects herein. None of the terms of this Agreement
                                         can be waived or modified, except by an express agreement signed by all Parties hereto.



 


		22.	Additional
                                         Representations and Warranties. The Company expressly acknowledges that the Holder, including
                                         but not limited to its officer, directors, employees, agents, and affiliates, have not
                                         made any representation or warranty to it outside the terms of this Agreement. The Company
                                         further acknowledges that there have been no representations or warranties about future
                                         financing or subsequent transactions between the parties.



 


		23.	Notices.
                                         All notices and other communications given or made to the Company pursuant hereto shall
                                         be in writing (including facsimile or similar electronic transmissions) and shall be
                                         deemed effectively given: (i) upon personal delivery, (ii) when sent by electronic mail
                                         or facsimile, as deemed received by the close of business on the date sent,



(iii) 
five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid or


(iv)  
one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery. All communications shall
be sent either by email, or fax, or to the email address or facsimile number set forth on the signature page hereto. The physical
address, email address, and phone number provided on the signature page hereto shall be considered valid pursuant to the above
stipulations; should the Company’s contact information change from that listed on the signature page, it is incumbent on
the Company to inform the Holder.


 


		24.	Severability.
                                         If one or more provisions of this Agreement are held to be unenforceable under applicable
                                         law, such provision shall be excluded from this Agreement and the rest of the Agreement
                                         shall be enforceable in accordance with its terms.



 


		25.	Usury.
                                         If it shall be found that any interest or other amount deemed interest due hereunder
                                         violates the applicable law governing usury, the applicable rate of interest due hereunder
                                         shall automatically be lowered to equal the maximum rate of interest permitted under
                                         applicable law. The Company covenants (to the extent that it may lawfully do so) that
                                         it will not seek to claim or take advantage of any law that would prohibit or forgive
                                         the Company from



paying
all or a portion of the principal, Interest or Default Interest on this Note.


 


		26.	Successors
                                         and Assigns. This Agreement shall be binding upon all successors and assigns hereto.



 


 


 


—
SIGNATURE PAGE TO FOLLOW —







    	 7



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Note to be signed by its CEO, on and as of the Issuance Date.


 





 


	Jammin Java Corp.	 
	 	 
	Signature:	 
	 	 
	By:	 
	 	 
	Title:	President
	 	 
	Address:	4730 tejon st, denve co 80211
	 	 
	Email:	Anh@marleycoffee.com
	 	 
	Phone:	8183046968
	 	 
	Facsimile:	 
	 	 
	JSJ Investments Inc.	 
	 	 
	 	 
	 	 
	Signature:	 
	/s/ Sameer Hirji	 	 
	Sameer Hirji, President 

JSJ Investments Inc.	 
	10830 North Central Expressway, Suite 152	 
	Dallas TX 75231	 
	888-503-2599	 







 


 


	 


 





 


 




    	 8



    	 



    

 


Exhibit
1


Conversion
Notice


 


Reference
is made to the 12% Convertible Note issued
by Jammin Java Corp (the "Note"), dated December 5, 2016 in the principal amount of $15,500.00 with 12%
interest. This note currently holds a principal balance of $15,469.39. The
features of conversion stipulate a Conversion Price equal to a 40% discount to the third (3rd) lowest trading price during the
previous ten (10) trading days to the date of a Conversion Notice, pursuant to the provisions of Section 2(a)(ii) in the Note.


 


 


In
accordance with and pursuant to the Note, the undersigned hereby elects to convert $of
the principal/interest balance of the Note, indicated below into shares of Common Stock (the "Common Stock"),
of the Company, by tendering the Note specified as of the date specified below.


 


Date
of Conversion: 


 


Please
confirm the following information: Conversion Amount: $ 


Conversion
Price: $(% discount from $)


Number
of Common Stock to be issued:  Current Issued/Outstanding: 


 


If
the Issuer is DWAC eligible, please issue the Common Stock into which the Note is being converted in the name of the Holder of
the Note and transfer the shares electronically to:


 


[BROKER
INFORMATION]


 


Holder
Authorization:


 


 


Sameer
Hirji, President


 


 


[DATE]


 


 


[CONTINUED
ON NEXT PAGE]




    	 9



    	 



    

 


PLEASE
BE ADVISED, pursuant to Section 2(e)(ii) of the Note, “Upon receipt by the Company of a copy of the Conversion Notice, the
Company shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice,
SEND, VIA EMAIL, FACSIMILE OR OVERNIGHT COURIER, A CONFIRMATION OF RECEIPT OF SUCH CONVERSION NOTICE TO SUCH HOLDER INDICATING
THAT THE COMPANY WILL PROCESS SUCH CONVERSION NOTICE


in
accordance with the terms herein. Within two (2) Business Days after the date of the Conversion Confirmation, the Company shall
have issued and electronically transferred the shares to the Broker indicated in the Conversion Notice; should the Company be
unable to transfer the shares electronically, they shall, within two (2) Business Days after the date of the Conversion Confirmation,
have surrendered to FedEx for delivery the next day to the address as specified in the Conversion Notice, a certificate, registered
in the name of the Holder, for the number of shares of Common Stock to which the Holder shall be entitled.”


 


 


Signature:


 


 


 


Anh
Tran


President


Jammin
Java Corp.


10