Jammin Java Corp. 10-Q


 


Exhibit 10.49


 





Note:
November 14,
2016


 


NEITHER
THESE SECURITIES NOR THE
SECURITIES INTO
WHICH THESE SECURITIES
ARE CONVERTIBLE
HAVE BEEN REGISTERED
WITH THE UNTIED
STATES SECURITIES
AND EXCHANGE
COMMISSION IN RELIANCE
UPON 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
PURSUANT TO
AN AVAILABLE EXEMPTION
FROM, OR IN A
TRANSACTION NOT SUBJECT
TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


 


THIS
NOTE DOES NOT REQUIRE
PHYSICAL SURRENDER
OF THE
NOTE IN
THE EVENT
OF A
PARTIAL REDEMPTION OR
CONVERSION. AS A RESULT,
FOLLOWING ANY REDEMPTION OR
CONVERSION OF ANY PORTION
OF THIS NOTE,
THE OUTSTANDING PRINCIPAL
SUM REPRESENTED BY
THIS NOTE MAY BE
LESS THAN THE PRINCIPAL SUM
AND ACCRUED INTEREST SET FORTH BELOW.


 


10%
CONVERTIBLE
PROMISSORY NOTE


 


OF


 


JAMMIN
JAVA CORP.


 


Issuance
Date: November 14, 2016


Total
Face Value of Note: $110,000


Initial
Consideration: $24,000


Initial
Original Issue Discount: $2,400


Initial
Principal Sum Due: $26,400


 


THIS NOTE is a
duly authorized Convertible Promissory Note of
Jammin Java Corp. a corporation duly organized
and existing under the laws of the State of Nevada (the
“Company”), designated as the Company's 10% Convertible Promissory Note in the principal amount of $110,000 (the
“Note”). This Note will become effective only upon execution by both
parties and delivery of the first
payment of consideration by the Holder
(the “Effective Date”).


 


FOR
VALUE RECEIVED, the Company
hereby promises to pay to the order
of Iconic Holdings, LLC or its registered
assigns or successors-in-interest (the “Holder”) the Principal
Sum of $110,000 (the “Principal Sum”)
and to pay “guaranteed” interest on
the principal balance hereof at an amount
equivalent to 10% of the Principal Sum, to the extent such Principal Sum and “guaranteed”
interest and any other interest, fees,
liquidated damages and/or items due to Holder herein have been repaid or
converted into the Company's Common
Stock (the “Common Stock”), in accordance with the terms hereof. Upon the execution of this Note the sum of
$24,000 shall be remitted and delivered to the Company,
and $2,400 shall be retained by
the Purchaser through an original issue discount (the “OID”) for due
diligence and legal bills related to this transaction. The OID is set at 10% of
any consideration paid. The Holder may pay
additional Consideration to the Company in such amounts and at such dates (“Additional
Consideration” and each, an “Additional Consideration Date”)
as Holder may choose in its







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sole
discretion. The Principal Sum due to Holder shall be prorated based on the Consideration
actually paid by
Holder (plus
the “guaranteed” interest and 10% OID, both which are prorated based on the
Consideration actually paid by the Holder,
as well as any other interest or fees)
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, nor any interest
or OID on any unfunded portion of this
Note. The Maturity Date is one year from
the Effective Date of the Initial Consideration
payment and each additional payment of Additional Consideration, if any, as applicable
(the “Maturity Date”) and
is the date upon which the Principal Sum of this Note, as
well as any unpaid interest and other fees,
shall be due and payable.


 


In
addition to the “guaranteed”
interest referenced above, and in
the Event of Default
pursuant to Section 2.00(a), additional interest will
accrue from the date of the Event of Default
at the rate equal to the lower of 20% per
annum or the highest rate permitted by law (the
“Default Rate”).


 


This
Note will become effective only upon
the execution by both parties, including
the execution of Exhibits B, C, D and
E and the Irrevocable Transfer Agent
Instructions (the “Date
of Execution”) and delivery of the
initial payment of consideration by
the Holder (the “Effective Date”).


 


This
Note may be prepaid
by the
Company, in whole or in part, according to
the following schedule:


 


	Days
    Since Effective Date	Prepayment
    Amount
	Under
    30	100%
    of Principal Amount
	31-60	110%
    of Principal Amount
	61-90	120%
    of Principal Amount
	91-120	130%
    of Principal Amount
	121-150	140%
    of Principal Amount
	151-180	150%
    of Principal Amount


 


After
180 days from the Effective Date this Note may
not be prepaid without written consent from Holder, which consent may be
withheld, delayed or denied in Holder’s sole and absolute discretion. 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. If
the Note is in default, per Section 2.00(a) below, the Company may
not prepay the Note without written consent of the Holder.


 


For
purposes hereof the following terms shall have
the meanings ascribed to them
below:


 


“Business
Day” shall mean any
day other
than a Saturday, Sunday or a day on
which commercial banks in the City of New
York are authorized or required by law
or executive order to remain closed.




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 “Conversion
Price” shall be equal to lower
of: (a) 65% of the lowest trading price of the Company’s
common stock during the 25 consecutive Trading Days prior to the date on which Holder
elects to convert all or part of the Note or (b) 65% of the lowest trading price of the
Company’s common stock during the
25 consecutive Trading Days prior to the Effective Date. For
the purpose of calculating the Conversion Price only, any time
after 4:00 pm Eastern Time (the closing time of the Principal Market) shall be considered
to be the beginning of the next Business
Day. If the Company is placed on “chilled” status with the Depository
Trust Company (“DTC”), the discount shall be increased by
10%, i.e., from 35% to 45%, until such chill is remedied.
If the Company is not Deposits and Withdrawal
at Custodian (“DWAC”) eligible through
their Transfer Agent and
DTC’s Fast Automated Securities Transfer (“FAST”) system, the discount will be increased by
5%, i.e., from 35% to
40%. In the case of both, the discount
shall be a cumulative increase of
15%, i.e., from 35% to 50%.
Any default of this Note not remedied within
the applicable cure period will result in a permanent additional 10% increase, i.e.,
from 35% to 45%, in addition to any other discount, as provided above, to the Conversion
Price discount.


 


“Principal
Amount” shall refer
to the sum of (i) the
original principal amount of this Note (including the original
issue discount, prorated if the Note has not been funded in full), (ii) any
additional payments made by the
Holder towards the Principal Sum, (iii) all guaranteed and other accrued but unpaid
interest hereunder, (iv) any fees due hereunder, (v) liquidated
damages, and (vi) any default payments owing under the Note, in each case previously
paid or added to the Principal Amount.


 


“Principal
Market”
shall refer to the primary exchange on which the Company’s common stock is traded
or quoted.


 


“Trading
Day” shall mean a day
on which there is trading
or quoting for any security on
the Principal Market.


 


“Underlying
Shares” means the shares of
common stock into which the Note is convertible (including interest, fees, liquidated
damages and/or principal payments in common stock as set forth herein) in accordance with the terms hereof.


 


The
following terms and conditions shall apply to this Note:


 


Section
1.00Conversion.


 


(a)              
Conversion Right. Subject to the terms hereof and restrictions and limitations contained
herein, beginning 180 days from
the Effective Date, the Holder shall have the right,
at the Holder's sole option, at any time and from
time to time to convert in whole or in part
the outstanding and unpaid Principal Amount under this Note into shares of Common Stock as per the Conversion Formula. The date
of any conversion notice (“Conversion Notice”) hereunder shall
be referred to herein as the “Conversion Date”.


 


(b)              
Stock Certificates or DWAC. The
Company will deliver to the Holder, or Holder’s authorized designee, no later
than 2 Trading Days after the Conversion Date, a certificate
or certificates (which certificate(s) shall be free of
restrictive legends and trading restrictions if the shares of Common Stock underlying the portion of the Note being converted
are eligible under a resale exemption pursuant to Rule 144(b)(1)(ii)
and Rule 144(d)(1)(ii) of the Securities Act of 1933, as amended) representing the
number of shares of Common Stock being acquired upon the conversion of this Note.
In lieu of delivering physical certificates
representing




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the
shares of Common Stock issuable upon conversion of this Note, provided the Company's
transfer agent
is participating in DTC’s FAST
program, the Company shall instead use commercially reasonable efforts to cause its transfer agent
to electronically transmit such shares issuable upon conversion to the Holder (or
its designee), by crediting the account
of the Holder’s (or such designee’s) broker with DTC through its DWAC
program (provided that the same time periods herein as for stock certificates shall apply).


 


(c)             
Charges and Expenses. Issuance of Common Stock to Holder, or any of
its assignees, upon the conversion of this
Note shall be made without charge to the
Holder for any issuance fee, transfer tax, legal
opinion and related charges, postage/mailing charge or any other
expense with respect to the issuance
of such Common Stock. Company shall pay all Transfer Agent fees incurred from the
issuance of the Common Stock to Holder, as well as any and all other fees and charges
required by the Transfer Agent as a
condition to effectuate such issuance. Any such fees
or charges, as noted in this Section that are paid by the
Holder (whether from the Company’s delays,
outright refusal to pay, or otherwise),
will be automatically added to the Principal Sum of the Note and tack back to the
Effective Date for purposes of Rule 144.


 


(d)              
Delivery Timeline. If the
Company fails to deliver to the Holder such certificate or certificates (or shares through the DWAC program) pursuant to this
Section (free of any restrictions
on transfer or legends, if eligible) prior to 3 Trading Days after the Conversion
Date, the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per day,
until such certificate or certificates are delivered. The Company acknowledges
that it would be extremely difficult or impracticable to determine the Holder’s actual
damages and costs resulting from a failure to
deliver the Common Stock and the inclusion
herein of any such additional amounts
are the agreed upon liquidated damages
representing a reasonable estimate of those damages and costs. Such liquidated damages
will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for
purposes of Rule 144.


 


(e)               Reservation of
Underlying Securities. The Company covenants that it will at all times
reserve and keep available for Holder, out of its authorized and unissued Common
Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive rights or any other
actual contingent purchase rights of
persons other than the Holder, five times the number of shares of Common
Stock as shall be issuable (taking into account the adjustments under this Section 1.00, but without regard to any ownership
limitations contained herein) upon the conversion of this Note (consisting of the Principal
Amount) to Common Stock (the “Required Reserve”). The Company
covenants that all shares of Common Stock that shall be issuable will, upon
issue, be duly authorized, validly issued, fully-paid, non-assessable and
freely-tradable (if eligible). If the
amount of shares on reserve in Holder’s name at the Company’s transfer agent for this Note shall drop below the
Required Reserve, the Company will, within 2 Trading Days of
notification from Holder, instruct the transfer agent to increase the number of shares so that the Required Reserve is met,
and it is understood and acknowledged that if the Company’s transfer
agent takes 2 additional Trading Days to reflect the Required Reserve that this
will not result in a breach by the
Company. In the event that the
Company does not instruct the transfer agent to
increase the number of shares so that the Required Reserve is met, the Holder will be allowed, if applicable, to provide this
instruction as per the terms of the Irrevocable Transfer Agent Instructions attached to this
Note. The Company agrees that the maintenance of the
Required Reserve is a material term of this Note and any breach of this
Section 1.00(e) will result in a default of the Note.




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(f)               
Conversion Limitation.
The Holder will not submit a conversion
to the Company that would result in the Holder beneficially owning more than 9.99%
of the then total outstanding shares of the Company (“Restricted Ownership
Percentage”).


 


(g)              
Conversion Delays. If the Company
fails to deliver shares in accordance with the timeframe stated in Section 1.00(b), the Holder, at any
time prior to selling all of those shares,
may rescind any
portion, in whole or in part, of that particular conversion attributable to the unsold
shares. The rescinded conversion amount will be returned to the Principal Sum with the rescinded conversion shares returned to
the Company, under the expectation that any returned conversion amounts will tack
back to the Effective Date.


 


(h)              
Shorting and Hedging. Holder may not
engage in any “shorting”
or “hedging” transaction(s) in the Common Stock prior to conversion or at any time
while holding shares of the Company’s Common Stock.


 


(i)                
Conversion Right Unconditional.
If the Holder shall provide a
Conversion Notice 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.


 


Section
2.00Defaults and Remedies.


 


(a)              
Events of Default.
An “Event of Default” is: (i) a default in payment of any amount due hereunder which default continues for
more than 5 Trading Days after the due date; (ii) a default in the timely issuance of underlying shares upon and in accordance
with terms of Section 1.00, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver
stock certificates within the 3rd Trading Day following the Conversion Date; (iii) if the Company does not issue the press release
or file the Quarterly Report on Form 10-Q, in each case in accordance with the provisions and the deadlines referenced Section
4.00(g); (iv) failure by the Company for 3 days after notice has been received by the Company to comply with any material provision
of this Note; (v) failure of the Company to remain compliant with DTC, thus incurring a “chilled” status with DTC;
(vi) if the Company is subject to any Bankruptcy Event; (vii) any failure of the Company to satisfy its periodic “filing”
obligationsunder the Securities Exchange Act of 1934, as amended (the “1934 Act”)
and the rules and guidelines issued by OTC Markets News Service, OTCMarkets.com and their affiliates, provided that the Company’s
failure to timely file (A) the Company’s quarterly report on Form 10-Q for the period ended July 31, 2016; and (B) the Company’s
quarterly report on Form 10-Q for the period ended October 31, 2016, shall not be deemed an Event of Default hereunder; (viii)
failure of the Company to remain in good standing with the State of Nevada; (ix) any failure of the Company to provide the Holder
with information related to its corporate structure including, but not limited to, the number of authorized and outstanding shares,
public float, etc. within 1 Trading Day of request by Holder; (x) failure by the Company to maintain the Required Reserve in accordance
with the terms of Section 1.00(e); (xi) failure of Company’s Common Stock to maintain a closing bid price in its Principal
Market for more than 3 consecutive Trading Days; (xii) any delisting from a Principal Market for any reason; (xiii) failure
by Company to pay any of its Transfer Agent fees in excess of $2,000 or to maintain a Transfer Agent of record; (xiv) failure
by Company to notify Holder of a change in Transfer Agent within 24 hours of such change; (xv) any trading suspension imposed
by the United States Securities and Exchange Commission (the “SEC”) under Sections 12(j) or 12(k) of the 1934
Act; (xvi) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Holder or
its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully-reporting issuer registered
with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website; or (xvii)
failure of the Company to abide by the terms of the right of first refusal contained in Section 4.00(h).







		 








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(b)              
Remedies. If
an Event of Default
occurs, the outstanding
Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Holder's
election, immediately
due and
payable in cash at the “Mandatory Default Amount”. The Mandatory
Default Amount means 150% of the outstanding Principal Amount of this Note, which will tack back to the Effective Date for purposes
of Rule 144. Commencing 5 days
after the occurrence of any Event
of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, in addition to
the Note’s “guaranteed” interest, at the Default Rate. Finally, commencing 5 days
after the occurrence of any Event of
Default that results in the eventual acceleration of this Note, an additional permanent 10% increase
to the Conversion Price discount will go into
effect. In connection with such acceleration
described herein, the Holder need not provide, and the Issuer hereby waives, any
presentment, demand, protest or other notice of
any kind, and the Holder may immediately
and without expiration of any grace period enforce any and
all of its rights and remedies hereunder and all other remedies available to it under
applicable law. Such acceleration may be rescinded and annulled
by the Holder at any
time prior to payment
hereunder and the Holder shall have all rights as
a holder of the note until such time, if any, as the Holder receives full payment
pursuant to this Section 2.00(b). No such rescission or annulment shall affect any
subsequent event of default or impair any right
consequent thereon. Nothing herein shall limit the Holder's
right to pursue any other remedies available
to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the
Issuer's failure to timely deliver certificates
representing shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof.


 


Section
3.00 Representations and Warranties of Holder.


 


Holder
hereby represents
and warrants to the Company that:


 


(a)              
Holder is an “accredited investor,” as such term is
defined in Regulation D of the Securities
Act of 1933, as amended (the “1933
Act”), and will acquire this Note
and the Underlying Shares (collectively, the “Securities”) for
its own account and not with a view to a sale
or distribution thereof as that term is used in Section 2(a)(11) of the 1933 Act, in a manner
which would require registration under the 1933 Act or any
state securities laws. Holder has such
knowledge and experience in financial and business matters that such Holder is capable of evaluating
the merits and risks of the Securities. Holder can bear the economic risk of the
Securities, has knowledge and experience in financial business matters and is capable of bearing and managing the risk of investment
in the Securities. Holder recognizes that the Securities have not been registered
under the 1933 Act, nor under the securities laws of any state
and, therefore, cannot be resold unless the resale of the Securities is registered
under the 1933 Act or unless an exemption from registration is available. Holder
has carefully considered and has, to the extent Holder believes such discussion
necessary, discussed with its professional, legal, tax and financial advisors, the suitability of
an investment in the Securities for its particular tax and financial situation and
its advisers, if such advisors were deemed necessary, and has determined that the Securities are a suitable
investment for it. Holder has not been offered the Securities by any form
of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications
published in any newspaper, magazine,
or other similar







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media
or television or radio broadcast
or any seminar or meeting where, to Holders’
knowledge, those individuals that have attended have been invited by
any such or similar means of general solicitation or advertising. Holder has had
an opportunity to ask questions of and
receive satisfactory answers from the Company, or
any person or persons acting on
behalf of the Company, concerning
the terms and conditions of the Securities and the Company, and all such questions
have been answered to the full satisfaction of Holder. The Company has not supplied
Holder any information regarding the Securities or an investment in the Securities
other than as contained in this Agreement, and Holder is relying on its own investigation
and evaluation of the Company and the Securities and not on any
other information.


 


(b)              
The Holder is a limited liability company
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 Holder 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.


 


(c)              
All corporate action has been taken on the part
of the Holder, its officers, directors and stockholders necessary for the authorization,
execution and delivery of this Note. The
Holder has taken all corporate action required to make all of the obligations of
the Holder reflected in the provisions of this Note, valid and enforceable obligations.


 


(d)              
Each certificate or instrument representing Securities will be endorsed with the following
legend (or a substantially similar legend), unless or until registered
under the 1933 Act:


 


THE
SECURITIES EVIDENCED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED
UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER
IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED
UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION
OF COUNSEL FOR THE HOLDER OF THESE SECURITIES
WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER,
ASSIGNMENT OR HYPOTHECATION IS EXEMPT
FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF SUCH ACT.


 


Section
4.00General.


 


(a)              
Payment
of Expenses.
The Company
agrees to pay all reasonable charges and
expenses, including attorneys' fees and expenses, which may be incurred by
the Holder in successfully enforcing this Note
and/or collecting any amount due under this Note.


 


(b)              
Assignment, Etc.
The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon the Company
and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.(c)Terms of Future
Financings. So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries of any convertible
debt security (whether such debt begins with a convertible feature or such feature is added at a later date) with any term more
favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided
to the Holder in this Note, then the Company shall notify the Holder of such additional or more favorable term and such term,
at the Holder's option, shall become a part of this Note and its supporting documentation.. The types of terms contained in the
other security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion
discounts, conversion look back periods, interest rates, original issue discount percentages and warrant coverage.







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(d)              
Governing Law;
Jurisdiction.


 


(i)                
Governing Law.
This Note
will be governed by
and construed
in accordance with the laws of the state of California without regard to any
conflicts of laws or provisions thereof that would otherwise require the application
of the law of any other jurisdiction.


 


(ii)              
Jurisdiction and
Venue.
Any dispute
or claim arising to or in any way related
to this Note or the rights and obligations of each of the
parties shall be brought only in the state courts of California or in the federal
courts located in San Diego County,
California.


 


(iii)            
No
Jury Trial.
The Company
hereto knowingly and
voluntarily waives any
and all rights
it may
have to
a trial
by jury with respect to any
litigation based on, or
arising out of, under, or
in connection with, this
Note.


 


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


 


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


 


(e)               
No
Bad Actor.
No officer or director of the Company would
be disqualified under Rule 506(d) of the Securities Act of 1933, as amended, on the
basis of being a “bad actor” as that term
is established in the September 13, 2013 Small Entity Compliance Guide published by
the SEC.


 


(f)                
Usury. If
it shall be found that any
interest or other amount deemed interest due hereunder violates any 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, fees, liquidated damages or interest
on this Note.


 


		(g)	Securities
                                         Laws
                                         Disclosure;
                                         Publicity.
                                         The Company
                                         shall (a) by
                                         9:30



a.m. 
Eastern Time on the 4th Trading Day immediately
following the Date of Execution, issue a press release disclosing the material terms
of the transactions contemplated hereby,
and (b) file a




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  Quarterly
Report on Form 10-Q for period ending July
31,
2016, including a copy of
this Note as an exhibit thereto, with the SEC within the time required by the
1934 Act. From and after the filing of such press release, the Company represents to the Holder that it shall have publicly disclosed
all material, non-public information delivered to the Holder by the Company,
or any of its officers, directors, employees,
or agents in connection with the transactions contemplated by this
Note. The Company and the Holder shall consult with each other in issuing any
other press releases
with respect to the transactions contemplated hereby,
and neither the Company nor the Holder
shall issue any such press release nor
otherwise make any such public
statement without the prior consent of the Company, with
respect to any press release of the Holder, or without the prior consent of the Holder,
with respect to any press release of the
Company, none of which consents shall
be unreasonably withheld, delayed, denied, or conditioned except if such disclosure is required by
law, in which case the disclosing party shall promptly provide the other party with
prior notice of such public statement or communication. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of the Holder,
or include the name of the Holder in any filing
with the SEC or any regulatory agency or
Principal Market, without the prior written consent of the Holder, except to the
extent such disclosure is required by law
or Principal Market regulations, in which
case the Company shall provide the Holder with prior notice of such disclosure permitted hereunder.


 


The
Company agrees
that this is a
material term of this Note and any breach
of this Section 4.00(g) will result in
a default of the Note.


 


(h)              
Right
of First
Refusal.
From and after the date of
this Note and at all times hereafter
while the Note is outstanding, the Parties
agree that, in the event that
the Company receives any written or
oral proposal (the “Proposal”)
containing one or more offers to provide additional capital or equity
or debt financing (the “Financing Amount”), the Company
agrees that it shall provide a copy
of all documents received relating to
the Proposal together with a complete and
accurate description of the Proposal to
the Holder and all amendments, revisions,
and supplements thereto (the “Proposal
Documents”) no later than 3 business
days from the receipt of the Proposal
Documents. Following receipt of
the Proposal Documents from the Company, the
Holder shall have the right (the
“Right of First Refusal”),
but not the obligation, for a period
of 5 business days thereafter (the “Exercise
Period”), to invest, at similar
or better terms to the
Company, an amount equal to or
greater than the Financing Amount, upon
written notice to the Company
that the Holder is exercising the Right of First Refusal provided hereby.
In furtherance of the Right of First Refusal, the
Company agrees that it will cooperate
and assist the Holder in
conducting a due diligence investigation of
the Company and its corporate and financial affairs and promptly provide the
Holder with information and documents that the Holder may
reasonably request so as to
allow the Holder to
make an informed investment decision. However, the Company
and the Holder agree that the
Holder shall have no more than
5 business days from and after the expiration
of the Exercise Period to exercise its Right of
First Refusal hereunder. This Right of First Refusal shall extend to all purchases
of debt held by, or assigned to or
from, current stockholders, vendors, or creditors, all transactions under Sections
3(a)9 and/or 3(a)10 or the Securities Act of
1933, as amended, and all equity line-of-credit transactions.


 


[Signature
Page to Follow.]




    	9 



    	 



    

IN
WITNESS WHEREOF,
the Company
has caused
this Convertible Promissory
Note to
be duly executed
on the day and in the
year first
above written.


 


 


 


 


 


JAMMIN JAVA
CORP.


 


 


By:
/s/ Anh Tran


 


Name:
Anh Tran


 





Title:
President


Email:
Anh@marleycoffee.com


Address:
4730 takin st Denver co 80211








 


 


 


 




    	10 



    	 



    

 


This Convertible Promissory Note of November 14, 2016 is accepted this 14  day of November, 2016 by


 


 


 


ICONIC HOLDINGS,
LLC


 


 


	 	By:	/s/ Michael
                                         Sobeck	 
		Name:	 Michael
                                         Sobeck	 
	 	Title:	Manager	 






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


11/18/2016


 


 


 


 




    	11 



    	 



    

EXHIBIT
A


 


FORM
OF
CONVERSION NOTICE


(To
be executed by
the Holder in
order to
convert all
or part of
that certain
$110,000 Convertible
Promissory Note
identified as
the Note)


 


DATE:


FROM:______________________


Ionic
Holdings, LLC (the
“Holder”)


 


		Re:	$110,000
                                         Convertible
                                         Promissory
                                         Note (this “Note”)
                                         originally
                                         issued by
                                         Jammin Java
                                         Corp., a Nevada
                                         corporation, to
                                         Iconic Holdings, LLC
                                         on November
                                         14, 2016.



 


TheundersignedonbehalfofIconicHoldings,LLC,herebyelectstoconvert
$_______________of
the aggregate outstanding Principal Amount
(as defined in
the


Note)
indicated below of
this Note into shares
of Common
Stock, $0.001 par
value per
share, of Jammin
Java Corp.
(the “Company”),
according to the conditions
hereof, as of the date
written below. If
shares are to be
issued in the name of
a person other than undersigned,
the undersigned will
pay all transfer taxes payable
with respect thereto and is delivering
herewith such certificates and
opinions as reasonably
requested by the Company in
accordance therewith. No fee will
be charged to the Holder for
any conversion, except for such transfer
taxes, if any. The
undersigned represents as
of the date hereof that, after giving effect to
the conversion of this
Note pursuant to this Conversion Notice, the undersigned
will not exceed the “Restricted Ownership
Percentage” contained in this
Note.


 





  


 








	Conversion
    information:	 
	 	 
		Date to
    Effect Conversion
	 	 
	 	Aggregate
                                         Principal Sum of Note
                                         Being Converted 



	 	 
	 	Aggregate
    Interest/Fees Being Converted
	 	 
	 	

                                         Remaining Principal Balance


	 	 
	 	Number of
    Shares of Common
    Stock to be Issued
	 	 
	 	Applicable
    Conversion Price
	 	 
	 	Signature
	 	 
	 	


 


Name


	 	Address



 


 


12