File by Avantafile.com - Homeland Resources Ltd. - Exhibit 10.1







	 	THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED
WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER (THE "1933 ACT”)	 





US $151,500.00


HOMELAND RESOURCES LTD. a/k/a HIMALAYA TECHNOLOGIES, INC.10%

CONVERTIBLE REDEEMABLE NOTE
 DUE JUNE 29, 2022


FOR VALUE RECEIVED, HOMELAND RESOURCES LTD. a/k/a HIMALAYA TECHNOLOGIES,
INC. (the “Company”) promises to pay to the order of GS CAPITAL PARTNERS, LLC and its authorized successors and
Permitted Assigns, defined below, ("Holder"), the aggregate principal face amount One Hundred Fifty One Thousand
Five Hundred Dollars exactly (U.S. $151,500.00) on June 29, 2022 ("Maturity Date") and to pay interest on the
principal amount outstanding hereunder at the rate of 10% per annum commencing on June 29, 2021 ("Issuance
Date"). The Company acknowledges this Note was issued with a $20,000 original issue discount and as such the
purchase price was $131,500.00. The interest will be paid to the Holder in whose name this Note is registered on the
records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note
are payable at 30 Washington Street, Suite 5L, Brooklyn, NY 11201, initially, and if changed, last appearing on the
records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each
interest payment and the outstanding principal due upon this Note before or on the Ma-turity Date, less any amounts
required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such
Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall
constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on
this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock
(as defined below) pursuant to paragraph 4(b) herein. Permitted Assigns means any Holder assignment, transfer or sale of
all or a portion of this Note accompanied by an Opinion of Counsel as provided for in Section 2(f) of the Securities
Purchase Agreement.


This Note is subject to the following additional provisions:







1. This Note is exchangeable for an equal aggregate principal amount of
Notes of different authorized denominations, as requested by the Holder surrendering the same. No ser-vice charge will
be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental
charges payable in connection therewith. To the extent that Holder subsequently transfers, assigns, sells or exchanges
any of the multiple lesser denomination notes, Holder acknowledges that it will provide the Company with Opinions of
Counsel as provided for in Section 2(f) of the Securities Purchase Agreement.


2. The Company shall be entitled to withhold from all payments any
amounts required to be withheld under applicable laws.


3. This Note may be transferred or exchanged only in compliance with the
Securities Act of 1933, as amended ("Act") and applicable state securities laws. Any attempted transfer to a
non-qualifying party shall be treated by the Company as void. Prior to due present-ment for transfer of this Note, the
Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's
records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any
such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right
of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any
prequalified prospective transferee of this Note, also is required to give the Company written confirmation that this
Note is being converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of
receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date. All notices of
conversion will be accompanied by an Opinion of Counsel.


4. (a) The Holder of this Note is entitled, at its option, at any time
after cash payment, to convert all or any amount of the principal face amount of this Note then out-standing into shares
of the Company's common stock (the "Common Stock") at a price ("Conver-sion Price") for each share of Common Stock equal
to 60% of the lowest trading price of the Common Stock as reported on the National Quotations
Bureau OTC Marketplace exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be
traded in the future ("Exchange"), for the twenty prior trading days including the day upon
which a Notice of Conversion is received by the Company or its transfer agent (provided such Notice of Conver-sion is
delivered by fax or other electronic method of communication to the Company or its transfer agent after 4 P.M. Eastern
Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not
been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated
by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of
the Notice of Conversion. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip
representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the
nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes below the par value per
share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to
the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the
event the Company experiences a DTC “Chill” on its shares, the Conversion Price shall be decreased to 50% instead of 60%
while that “Chill” is in effect. In no event shall the Holder be


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allowed to effect a conversion if such conversion, along with all other shares of Company
Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the
Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor). The
conversion discount, look back period and other terms will be adjusted on a ratchet basis if the Company offers a more
favorable conversion discount, prepayment rate, interest rate, (whether through a straight discount or in combination
with an orig-inal issue discount), look back period or other more favorable term to another party for any fi-nancings
while this Note is in effect, including but not limited to defaults, penalties and the remedy for such defaults or
penalties.


(b) Interest on any unpaid principal balance of this Note shall be paid
at the rate of 10% per annum. Interest shall be paid by the Company in Common Stock ("Interest Shares"). Holder may, at
any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section
4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest
calculated on the unpaid principal balance of this Note to the date of such notice.


(c) The Notes may be prepaid or assigned with the following
penalties/premiums: 


	PREPAY DATE	PREPAY AMOUNT
	≤ 60 days	115% of principal plus accrued interest 
	61- 120 days	125% of principal plus accrued interest 
	121-180 days 	135% of principal plus accrued interest





This Note may not be prepaid after the 180th day. Such
redemption must be closed and funded within 3 days of giving notice of redemption of the right to redeem shall be null
and void. Any partial prepayments will be made in accordance with the formula set forth in the chart above with respect
to principal, premium and interest.


(d) Upon (i) a transfer of all or substantially all of the assets of the
Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital
reorganization (excluding an increase in authorized capital) or other change or exchange of out-standing shares of the
Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the
Company with or into another person or entity in which the Company is not the surviving entity (other than a merger
which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i),
(ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder,
redeem this Note in cash for 150% of the principal amount, plus ac-crued but unpaid interest through the date of
redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together
with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the
Conversion Price.



(e) In case of any Sale Event (not to include a sale of all or
substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted, the Com-pany
shall cause effective provision to be made so that the Holder of this Note shall have the right


3







thereafter, by converting this Note, to purchase or convert this Note into the kind and
number of shares of stock or other securities or property (including cash) receivable upon such reclassifica-tion,
capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that
could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note,
immediately prior to such Sale Event. The forego-ing provisions shall similarly apply to successive Sale Events. If the
consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board
of Directors of the Company or successor person or entity acting in good faith.


5. No provision of this Note shall alter or impair the obligation of the
Com-pany, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place,
and rate, and in the form, herein prescribed.


6. The Company hereby expressly waives demand and presentment for
pay-ment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to
accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and
primarily liable for the payment of all sums owing and to be owing hereto.


7. The Company agrees to pay all costs and expenses, including reasonable
attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.


8. If one or more of the following described "Events of Default" shall
occur:


(a) The Company shall default in the payment of principal or interest on
this Note or any other note issued to the Holder by the Company; or


(b) Any of the representations or warranties made by the Company herein
or in any agreement entered into by the Company in connection with the execution and delivery of this Note, shall be
false or misleading in any respect; or


(c) The Company shall fail to perform or observe, in any respect, any
covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to
the Holder; or


(d) The Company shall (1) become insolvent (which does not include a
“going concern opinion); (2) admit in writing its inability to pay its debts generally as they mature; (3) make an
assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the
appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file
a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary
petition for bankruptcy relief, all under federal or state laws as applicable; or


(e) A trustee, liquidator or receiver shall be appointed for the Company
or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60)
days after such appointment; or


4







(f) Any governmental agency or any court of competent jurisdiction at the
in-stance of any governmental agency shall assume custody or control of the whole or any substantial portion of the
properties or assets of the Company; or


(g) One or more money judgments, writs or warrants of attachment, or
similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the
Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period
of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or


(h) Defaulted on or breached any term of any other purchase agreement or
note or similar debt instrument into which the Company has entered and failed to cure such default within the
appropriate grace period; or


(i) The Company shall have its Common Stock delisted from an exchange
(in-cluding the OTC Markets exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock
shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with the SEC;


(j) If a majority of the members of the Board of Directors of the Company
on the date hereof are no longer serving as members of the Board;


(k) The Company shall not deliver to the Holder the Common Stock pursuant
to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion which
includes an Opinion of Counsel expressing an opinion which supports the re-moval of a restrictive legend; or


(l) The Company shall not replenish the reserve set forth in Section 12,
within 3 business days of the request of the Holder.


(m) The Company shall be delinquent in its periodic report filings with
the Se-curities and Exchange Commission; or


(n) The Company shall cause to lose the “bid” price for its stock in a
market (including the OTC marketplace or other exchange).


Then, or at any time thereafter, unless cured within 5 days, and in each
and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall
not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion,
the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice
of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any
note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without
expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other
rights or remedies afforded by law. Upon an Event of Default, interest shall


5







accrue at a default interest rate of 24% per annum or, if such rate is usurious or not
permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section
8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice
was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day. In an event of a
breach of Section 8(h) the Holder may elect to utilize the same remedy available under the defaulted interest and such
remedy shall be incorporated by reference into the terms of this Note. The penalty for a breach of Section 8(n) shall be
an increase of the outstanding principal amounts by 20%. Further, if a breach of Section 8(m) occurs or is continuing
after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during
the delinquency period as a base price for the conversion. For example, if the lowest closing bid price during the
delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to convert future
conversions at $0.005 per share.


If the Holder shall commence an action or proceeding to enforce any
provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such
action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred in
the investigation, preparation and prosecution of such action or proceeding.


The Company must pay the Failure to Deliver Loss by cash payment, and any
such cash payment must be made by the third business day from the time of the Holder’s written notice to the
Company.


9. In case any provision of this Note is held by a court of competent
jurisdic-tion to be excessive in scope or otherwise invalid or unenforceable, such provision shall be ad-justed rather
than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability
of the remaining provisions of this Note will not in any way be affected or impaired thereby.


10. Neither this Note nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the Company and the Holder.


11. The Company represents that it is not a “shell” issuer and has never
been a “shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed since the
Company has reported form 10 type information indicating it is no longer a “shell” issuer. Further. The Company will
instruct its counsel to either (i) write a 144 opinion to allow for sala-bility of the conversion shares or (ii) accept
such opinion from Holder’s counsel.


12. The Company shall issue irrevocable transfer agent instructions
reserving 91,818,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”). Upon full
conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all
transfer agent costs associated with issuing and delivering the share certificates to Holder. If such amounts are to be
paid by the Holder, it may deduct such amounts from the Conversion Price. The Company should at all times reserve a
minimum of four times the amount of shares required if the note would be fully converted. The Holder may reasonably
re-quest increases from time to time to reserve such amounts. The Company will instruct its transfer


6







agent to provide the outstanding share information to the Holder in connection with its
conver-sions.


13. The Company will give the Holder direct notice of any corporate
actions, including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to
the Holder as soon as possible under law.


14. If it shall be found that any interest or other amount deemed
interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be
revised to equal the maximum rate of interest or other amount deemed 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 or interest on this Note.


15. This Note shall be governed by and construed in accordance with the
laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be
binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by
jury and consent to exclusive jurisdiction and venue in the courts of the State of New York or in the Federal courts
sitting in the county or city of New York. This Agreement may be executed in counterparts, and the facsimile
transmission of an executed counterpart to this Agreement shall be effective as an original.


7







IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
by an officer thereunto duly authorized.


Dated: 06-29-2021


	 	HOMELAND RESOURCES LTD. 
a/k/a HIMALAYA TECHNOLOGIES, INC.
	 	

	 	By: Vikram Grover 

Title: CEO






8




EXHIBIT A


NOTICE OF CONVERSION


(To be Executed by the Registered Holder in order to Convert the
Note)


The undersigned hereby irrevocably elects to convert $___________ of the
above Note into _________ Shares of Common Stock of HOMELAND RESOURCES LTD. (“Shares”) according to the conditions set
forth in such Note, as of the date written below.


If Shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.


Date of Conversion:
_______________________________________________________________________
Applicable Conversion Price:
________________________________________________________________
Signature:
_______________________________________________________________________________
         
                                 
      [Print Name of Holder and Title of Signer]


Address:
________________________________________________________________________________
         
     ________________________________________________________________________________


SSN or EIN: ____________________________________
Shares are to be registered in the
following name: ____________________________________________________________


Name:
__________________________________________________________________________________
Address:
________________________________________________________________________________
Tel:
_____________________________________________________________
Fax:
_____________________________________________________________
SSN or EIN:
______________________________________________________


Shares are to be sent or delivered to the following account:


Account Name: ____________________________________________________
Address:
__________________________________________________________


9




   THIS WARRANT   AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN   REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS WARRANT AND THE SHARES ISSUABLE UPON
EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED   IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT OR APPLICABLE EXEMPTION   OR SAFE HARBOR PROVISION.      


COMMON STOCK PURCHASE WARRANT 


HOMELAND RESOURCES LTD. A/K/A HIMALAYA TECHNOLOGIES,
 INC.


	Warrant Shares: 15,000,000 
Aggregate Exercise Amount: $150,000	Initial Issue Date: June 29,
2021   





THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”)
  certifies that, for value received, GS CAPITAL PARTNERS, LLC, or its assigns   (the “Holder”) is entitled, upon
the terms and subject to the limitations on   exercise and the conditions hereinafter set forth, at any time on or after
  the date hereof (the “Initial Issue Date”) and on or prior to the close of   business on the three (3) year
anniversary of the Initial Issue Date (as   subject to adjustment hereunder, the “Termination Date”), to subscribe for
and purchase from HOMELAND RESOURCES LTD. a/k/a HIMALAYA TECHNOLOGIES, INC.,   a Nevada corporation (the
“Company”), up to 15,000,000 shares (as subject to   adjustment herein, the “Warrant Shares”) of common
stock of the Company (the   “Common Stock”).  The purchase price of   one share of Common Stock under this
Warrant shall be equal to the Exercise   Price, as defined in Section 1.2. 


ARTICLE 1     EXERCISE RIGHTS 


The Holder will have the right to exercise this   Warrant
to purchase shares of Common Stock as set forth below.        


1.1 Exercise of Warrant.  Exercise of the
purchase rights represented   by this Warrant may be made, in whole or in part, at any time, by delivery to   the
Company (or such other office or agency of the Company as it may   designate by notice in writing to the registered
Holder at the address of the   Holder appearing on the books of the Company) of a duly executed facsimile or   emailed
copy of the Notice of Exercise form annexed hereto. Within three (3) business   days following the date of exercise as
aforesaid, the Holder shall deliver   the aggregate Exercise Price for the shares specified in the applicable   Notice
of Exercise by wire transfer or check drawn on a United States bank   unless the cashless exercise procedure specified
in Section 1.3 below is   specified in the applicable Notice of Exercise.  Partial exercises of this Warrant
resulting   in purchases of a portion of the total number of Warrant Shares available hereunder   shall have the effect
of lowering the outstanding number of Warrant Shares   purchasable hereunder in an amount equal to the applicable number
of Warrant   Shares purchased.  The Holder and the   Company shall maintain records showing the number of Warrant
Shares purchased   and the date of such purchases. The Company shall deliver any objection to   any Notice of Exercise
form within two (2) business days of receipt of such   notice.  The Holder and any assignee,   by acceptance of
this Warrant, acknowledge and agree that, by reason of the   provisions of this paragraph, following the purchase of a
portion of the   Warrant Shares hereunder, the number of Warrant Shares available for purchase   hereunder at any given
time may be less than the amount stated on the face   hereof.      


1.2 Exercise Price.    The exercise price per
share of Common Stock under this Warrant shall   be $0.01 per share, subject to adjustment hereunder (the “Exercise
Price”).  The aggregate exercise price   is $150,000.      


1.3 Cashless Exercise.In the event that shares
 covered by this Warrant are not subject to a registration statement at the   time of exercise, then, in addition to
a cash exercise, this Warrant may also   be exercised, in whole or in part, at such time by means of a “cashless
exercise” in which the Holder shall be entitled to receive a number of   Warrant Shares equal to the quotient obtained
by dividing [(A-B) (X)] by (A),   where:      





1




(A) = the   closing price of the Common Stock immediately preceding the
date on which   Holder elects to exercise this Warrant by means of a “cashless exercise,” as   set forth in the
applicable Notice of Exercise;





      (B) = the Exercise Price of this Warrant, as
adjusted   hereunder; and       


      (X) = the number of Warrant Shares that would be
issuable   upon exercise of this Warrant in accordance with the terms of this Warrant if   such exercise were by means
of a cash exercise rather than a cashless   exercise.      


1.4 Delivery of Warrant Shares.  Warrant
Shares purchased hereunder will be   delivered to Holder within three (3) business days of Notice of Exercise by
“DWAC/FAST” electronic transfer (such date, the “Warrant Share Delivery   Date”) or by delivery of physical
certificate.    The Warrant Shares shall be deemed to   have been issued, and Holder or any other person
so designated to be named   therein shall be deemed to have become a holder of record of such shares for   all purposes,
as of the date of delivery of the Notice of Exercise.  Holder may assess penalties or liquidated   damages (both
referred to herein as “penalties”) as follows.  For each exercise, in the event that shares   are not delivered by
the third business day (inclusive of the day of exercise   if received before 4:00 pm EST), the Company shall pay the
Holder in cash a   penalty of $1,000 per day for each day after the third business day until   share delivery is
made.  The Company   will not be subject to any penalties once its transfer agent correctly   processes the shares
to the DWAC system.    The Company will make its best efforts to deliver the Warrant   Shares to the Holder the
same day or next day.


1.5 Delivery of Warrant.  The Holder shall
not be required to   physically surrender this Warrant to the Company.  If the Holder has purchased all of the
Warrant Shares available hereunder and the Warrant has been exercised in   full, this Warrant shall automatically be
cancelled without the need to   surrender the Warrant to the Company for cancellation.  If this Warrant shall have
been exercised   in part, the Company shall, at the request of Holder and upon surrender of   this Warrant, at the time
of delivery of the Warrant Shares, deliver to the   Holder a new Warrant evidencing the rights of the Holder to purchase
the   unpurchased Warrant Shares called for by this Warrant, which new Warrant   shall in all other respects be
identical with this Warrant and, for purposes   of Rule 144, shall tack back to the original date of this Warrant.



1.6 Intentionally Omitted.      


1.7 Compensation for Buy-In on Failure to Timely
Deliver Certificates Upon Exercise.  In   addition to any other rights available to the Holder, if the Company
fails to   abide by the terms of this Warrant and fails to cause its transfer agent to   transmit to the Holder the
Warrant Shares on or before the Warrant Share   Delivery Date, and if after such date the Holder is required by its
broker to   purchase (in an open market transaction or otherwise) or the Holder’s   brokerage firm otherwise purchases,
shares of Common Stock to deliver in   satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated   receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in   cash to the Holder the
amount, if any, by which (x) the Holder’s total   purchase price (including brokerage commissions and other fees, if
any) for   the shares of Common Stock so purchased exceeds (y) the amount obtained by   multiplying (1) the number of
Warrant Shares that the Company was required to   deliver to the Holder in connection with the exercise at issue times
(2) the   price at which the sell order giving rise to such purchase obligation was   executed, and (B) at the option of
the Holder, either (x) reinstate the   portion of the Warrant and equivalent number of Warrant Shares for which such
exercise was not honored (in which case such exercise shall be deemed   rescinded), (y) deliver to the Holder the number
of shares of Common Stock   that would have been issued had the Company timely complied with its exercise   and delivery
obligations hereunder, or (z) pay in cash to the Holder the   amount obtained by multiplying (1) the number of Warrant
Shares that the   Company was required to deliver to the Holder in connection with the exercise   at issue times (2) the
price at which the sell order giving rise to such   purchase obligation was executed.  The   Holder shall provide
the Company written notice indicating the amounts   payable to the Holder in respect of the Buy-In and, upon request of
the   Company, evidence of the amount of such loss.      


1.8 Make-Whole for Market Loss after
Exercise.  At the Holder’s election, if the Company   fails to abide by the terms of this Warrant and
fails to deliver to   the Holder the Warrant Shares by DWAC/FAST electronic transfer (such as by   delivering a physical
certificate) and if the Holder incurs a Market Price   Loss, then at any time subsequent





2




to incurring   the loss the Holder may provide the Company written notice indicating the
amounts payable to the Holder in respect of the Market Price Loss and the   Company must make the Holder whole as
follows:





      Market Price Loss = [(High trade price on the day
of   exercise) x (Number of Warrant Shares)] – [(Sales price realized by Holder) x   (Number of Warrant Shares)]



      The Company must pay the Market Price Loss by cash
 payment, and any such cash payment must be made by the third business day   from the time of the Holder’s written
notice to the Company.      


1.9 Make-Whole for Failure to Deliver Loss. 
At the Holder’s election, if the Company   fails to abide by the terms of this Warrant and fails for any reason to
deliver to the Holder the Warrant Shares by the Warrant Share Delivery Date   and if the Holder incurs a Failure to
Deliver Loss, then at any time the   Holder may provide the Company written notice indicating the amounts payable   to
the Holder in respect of the Failure to Deliver Loss and the Company must   make the Holder whole as follows:      


      Failure to Deliver Loss = [(High trade price at any
  time on or after the day of exercise) x (Number of Warrant Shares)]      


The Company must pay the Failure to Deliver Loss by
cash payment, and any such cash payment must be made by the third business   day from the time of the Holder’s written
notice to the Company.      


1.10 Choice of Remedies.  Nothing herein,
including, but not limited   to, Holder’s electing to pursue its rights under Sections 1.8 or 1.9 of this   Warrant,
shall limit a Holder’s right to pursue any other remedies available   to it hereunder, at law or in equity including,
without limitation, a decree   of specific performance and/or injunctive relief with respect to the   Company’s failure
to timely deliver shares of Common Stock upon exercise of   the Warrant as required pursuant to the terms hereof.



1.11 Charges, Taxes and Expenses.  Issuance
of Warrant Shares shall be made   without charge to the Company for any issue or transfer tax or other   incidental
expense in respect of the issuance of such shares, all of which   taxes and expenses shall be paid by the Holder, and
such Warrant Shares shall   be issued in the name of the Holder or in such name or names as may be   directed by the
Holder.  The Holder   shall pay all transfer agent fees required for same-day processing of any   Notice of
Exercise.      


1.12 Holder’s Exercise Limitations.  Unless
otherwise agreed in writing by both   the Company and the Holder, at no time will the Holder exercise any amount of
this Warrant to purchase Common Stock that would result in the Holder owning   more than 9.9% of the Common Stock
outstanding of the Company (the   “Beneficial Ownership Limitation”).    Upon the written request of Holder, the
Company shall within two (2)   business days confirm in writing to the Holder the number of shares of Common   Stock
then outstanding.      


ARTICLE 2     ADJUSTMENTS 


2.1 Stock Dividends and Splits.  If the
Company, at any other time while   this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a
distribution or distributions on shares of its Common Stock or any other   equity or equity equivalent securities
payable in shares of Common Stock   (which, for avoidance of doubt, shall not include any shares of Common Stock
issued by the Company upon exercise of this Warrant), (ii) subdivides   outstanding shares of Common Stock into a larger
number of shares, (iii)   combines (including by way of reverse stock split) outstanding shares of   Common Stock into a
smaller number of shares or (iv) issues by   reclassification of shares of the Common Stock any shares of capital stock
of   the Company, then in each case the Exercise Price shall be multiplied by a   fraction of which the numerator shall
be the number of shares of Common Stock   (excluding treasury shares, if any) outstanding immediately before such event
 and of which the denominator shall be the number of shares of Common Stock   outstanding immediately after such event,
and the number of shares issuable   upon exercise of this Warrant shall be proportionately adjusted such that the
aggregate Exercise Price of this Warrant shall remain unchanged.  Any adjustment made pursuant to this   Section
2.1 shall become effective immediately after the record date for the   determination of stockholders entitled to receive
such dividend or   distribution and shall become effective immediately after the effective date   in the case of a
subdivision, combination or re-classification.      





3




2.2 Pro Rata   Distributions.  If the Company, at any   time
while this Warrant is outstanding, shall distribute to all holders of   Common Stock (and not to the Holder) evidences
of its indebtedness or assets   (including cash and cash dividends) or rights or warrants to subscribe for or   purchase
any security other than the Common Stock, then in each such case the   Exercise Price shall be adjusted by multiplying
the Exercise Price in effect   immediately prior to the record date fixed for determination of stockholders   entitled
to receive such distribution by a fraction of which the denominator   shall be the VWAP determined as of the record date
mentioned above, and of   which the numerator shall be such VWAP on such record date less the then per   share fair
market value at such record date of the portion of such assets or   evidence of indebtedness or rights or warrants so
distributed applicable to   one outstanding share of the Common Stock as determined by the Board of   Directors in good
faith.  In either   case the adjustments shall be described in a statement provided to the Holder   of the portion
of assets or evidences of indebtedness so distributed or such   subscription rights applicable to one share of Common
Stock.  Such adjustment shall be made whenever any   such distribution is made and shall become effective
immediately after the record   date mentioned above.








2.3 Intentionally Omitted.      


2.3 Notice to Holder.    Whenever the
Exercise Price is adjusted pursuant to any provision of   this Article 2, the Company and the Holder shall promptly
notify each other   (by written notice) setting forth the proposed Exercise Price after such   adjustment and any
resulting adjustment to the number of Warrant Shares and   setting forth a brief statement of the facts requiring such
adjustment.      


ARTICLE 3     COMPANY COVENANTS 


3.1 Reservation of Shares.  As of the
issuance date of this Warrant and   for the remaining period during which the Warrant is exercisable, the Company   will
reserve from its authorized and unissued Common Stock a sufficient   number of shares to provide for the issuance of
Warrant Shares upon the full   exercise of this Warrant.  The Company   represents that upon issuance, such Warrant
Shares will be duly and validly   issued, fully paid and non-assessable.    The Company agrees that its issuance of
this Warrant constitutes full   authority to its officers, agents and transfer agents who are charged with   the duty of
executing and issuing shares to execute and issue the necessary   Warrant Shares upon the exercise of this
Warrant.  No further approval or authority of the   stockholders of the Board of Directors of the Company is
required for the   issuance of the Warrant Shares.      


3.2 No Adverse Actions. Except and to the
extent as waived or   consented to by the Holder, the Company shall not by any action, including,   without limitation,
amending its certificate of incorporation or through any   reorganization, transfer of assets, consolidation, merger,
dissolution, issue   or sale of securities or any other voluntary action, avoid or seek to avoid   the observance or
performance of any of the terms of this Warrant, but will   at all times in good faith assist in the carrying out of all
such terms and   in the taking of all such actions as may be necessary or appropriate to   protect the rights of Holder
as set forth in this Warrant against impairment.  Without limiting the generality of the   foregoing, the Company
will (i) not increase the par value of any Warrant   Shares above the amount payable therefor upon such exercise
immediately prior   to such increase in par value, (ii) take all such action as may be necessary   or appropriate in
order that the Company may validly and legally issue fully   paid and non-assessable Warrant Shares upon the exercise of
this Warrant and   (iii) use commercially reasonable efforts to obtain all such authorizations,   exemptions or consents
from any public regulatory body having jurisdiction   thereof, as may be, necessary to enable the Company to perform its
  obligations under this Warrant.      


ARTICLE 4     MISCELLANEOUS 


4.1 Representation by the Holder. The Holder,
by the acceptance hereof,   represents and warrants that it is acquiring this Warrant and, upon any   exercise hereof,
will acquire the Warrant Shares issuable upon such exercise,   for its own account and not with a view to or for
distributing or reselling   such Warrant Shares or any part thereof in violation of the Securities Act or   any
applicable state securities law, except pursuant to sales registered or   exempted under the Securities Act.      


4.2 Transferability.    Subject to compliance
with any applicable securities laws, this   Warrant and all rights hereunder (including, without limitation, any
registration rights) are transferable, in whole or in part, by a written   assignment of this Warrant duly executed by
the Holder or its agent or   attorney.  If necessary to obtain a new   warrant





4




for any   assignee, the Company, upon surrender of this Warrant, shall execute and   deliver
a new Warrant or Warrants in the name of the assignee or assignees,   as applicable, and in the denomination or
denominations specified in such   instrument of assignment, and shall issue to the assignor a new Warrant   evidencing
the portion of this Warrant not so assigned, and such new   Warrants, for purposes of Rule 144, shall tack back to the
original date of   this Warrant.  The Warrant, if properly   assigned in accordance herewith, may be exercised by a
new holder for the   purchase of Warrant Shares without having a new Warrant issued.





4.3 Assignability.    The Company may not
assign this Warrant.  This Warrant will be binding upon the   Company and its successors, and will inure to the
benefit of the Holder and   its successors and assigns, and may be assigned by the Holder to anyone of   its choosing
without the Company’s approval.      


4.4 Notices.    Any notice required or
permitted hereunder 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.      


4.5 Governing Law.    This Warrant will be
governed by, and construed and enforced in   accordance with, the laws of the State of New York, without regard to the
conflict of laws principles thereof.    Any action brought by either party against the other concerning the
transactions contemplated by this Warrant shall be brought only in the state   courts of New York or in the federal
courts located in the State of New   York.  Both parties and the individuals   signing this Agreement agree to
submit to the jurisdiction of such courts.      


4.6 Delivery of Process by Holder to the
Company.  In the event of any action or   proceeding by Holder against the Company, and only by Holder against
the   Company, service of copies of summons and/or complaint and/or any other   process which may be served in any such
action or proceeding may be made by   Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, or
process server to the Company at its last known address or to its last known   attorney set forth in its most recent SEC
filing.      


4.7 No Rights as Stockholder Until
Exercise. This Warrant does not entitle the Holder to   any voting rights, dividends or other rights as a
stockholder of the Company   prior to the exercise hereof as set forth in Section 1.1.  So long as this Warrant is
unexercised,   this Warrant carries no voting rights and does not convey to the Holder any   “control” over the Company,
as such term may be interpreted by the SEC under   the Securities Act or the Exchange Act, regardless of whether the
price of   the Company’s Common Stock exceeds the Exercise Price.      


4.8 Limitation of Liability.  No provision
hereof, in the absence of any   affirmative action by the Holder to exercise this Warrant to purchase Warrant   Shares,
and no enumeration herein of the rights or privileges of the Holder,   shall give rise to any liability of the Holder
for the purchase price of any   Common Stock or as a stockholder of the Company, whether such liability is   asserted by
the Company or by creditors of the Company.      


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


4.10 Opinion of Counsel.  In the event that
an opinion of counsel is   needed for any matter related to this Warrant, Holder has the right to have   any such
opinion provided by its counsel.          


4.11 Nonwaiver.    No course of dealing or
any delay or failure to exercise any right   hereunder on the part of Holder shall operate as a waiver of such right or
 otherwise prejudice the Holder’s rights, powers or remedies.      


4.12 Amendment Provision.  The term “Warrant”
and all references   thereto, as used throughout this instrument, means this instrument as   originally executed, or if
later amended or supplemented, then as so amended   or supplemented.      





5




4.13 No   Shorting. Holder agrees that so long   as this
Warrant remains unexercised in whole or in part, Holder will not   enter into or effect any “short sale” of the common
stock or hedging   transaction which establishes a net short position with respect to the common   stock of the
Company.  The Company   acknowledges and agrees that as of the date of delivery to the Company of a   fully and
accurately completed Notice of Exercise, Holder immediately owns   the common shares described in the Notice of Exercise
and any sale of those   shares issuable under such Notice of Exercise would not be considered short   sales.





      * * *


6







IN WITNESS WHEREOF, the Company has caused this   Warrant
to be executed by its officer thereunto duly authorized as of the   date first above indicated.      






	 	HOMELAND RESOURCES LTD. 
a/k/a HIMALAYA TECHNOLOGIES, INC.
	 	

	 	
        By:  Vikram Grover
        CEO

	 	 
	 	HOLDER: GS CAPITAL PARTNERS, LLC
	 	 
	 	 
	 	     ________________________________
	 	By:






7




NOTICE OF EXERCISE


      TO: HOMELAND RESOURCES LTD.      


(1) The undersigned   hereby elects to purchase ________
Warrant Shares of the Company pursuant to   the terms of the attached Warrant (only if exercised in full), and tenders
herewith payment of the exercise price in full, together with all applicable   transfer taxes, if any.         


(2) Payment shall   take the form of (check applicable
box):      


[  ] in lawful   money of the United States; or
 


[  ] the   cancellation of such number of Warrant
Shares as is necessary, in accordance   with the formula set forth in Section 1.3, to exercise this Warrant with
respect to the maximum number of Warrant Shares purchasable pursuant to the   cashless exercise procedure set forth in
Section 1.3.      


(3) Please issue a   certificate or certificates
representing said Warrant Shares in the name of   the undersigned or in such other name as is specified below:      


   _______________________________      


      The Warrant Shares shall be delivered to the   following DWAC Account
Number:      


           _______________________________
 


           _______________________________
 


           _______________________________
 


(4)  Accredited Investor.  The undersigned is
an “accredited investor”   as defined in Regulation D promulgated under the Securities Act of 1933, as   amended.



      [SIGNATURE OF HOLDER]      


      Name: _______________________________________
Date:
________________________________________