CONVERSION AGREEMENT


 


THIS CONVERSION AGREEMENT (this “Agreement”)
is executed as of April 25, 2018 (the “Effective Date”) by and between LANS HOLDINGS, INC., a Nevada corporation (“LAHO”)
and Trevor Allen an individual (“TA”).


 


WHEREAS, LAHO and TA desire to convert
the TA Preferred Stock (as defined below) into four hundred and four (404) shares of newly created Series C Preferred Stock, as
set forth below; and


 


NOW THEREFORE, in exchange for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LAHO and TA agree as follows:


 


1.                 
Conversion. As of the Effective Date, TA hereby elects to exchange his one hundred thousand (100,000) shares of Series
A Preferred Stock (the “TA Preferred Stock”) into four hundred and four (404) shares of newly created Series C Preferred
Stock (the “NEW Preferred Stock”), which has the features contained in the Certificate of Designation, in the form
and substance to that attached hereto as Exhibit “A.” LAHO accepts the conversion of the TA Preferred Stock for the
NEW Preferred Stock.


 


2.                 
Representations, Warranties and Covenants.


 


a.                  
LAHO hereby makes the following representations, warranties and covenants in favor of TA:


 


i.                       
Authority. LAHO has full power and authority to enter into this Agreement, and this Agreement, when executed and
delivered, will constitute a valid and legally binding obligation of TA.


 


ii.                       
Authorized Warrant. There are sufficient authorized shares of common stock of LAHO to satisfy the exercise of the
Warrant, and the Warrant has been duly authorized by the board of directors of LAHO.


 


b.                 
TA hereby makes the following representations, warranties and covenants in favor of LAHO:


 


i.                       
Title to the TA Preferred Stock. TA is the owner of record of the TA Preferred Stock and owns such free and clear
of all liens, claims and encumbrances. TA has not transferred the TA Preferred Stock to any other party.


 


ii.                       
Authority. TA has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered,
will constitute a valid and legally binding obligation of TA.


 


iii.                       
Purchase Entirely for Own Account. TA hereby confirms that the Warrant to be exchanged for the TA Preferred Stock
and any securities issuable upon exercise thereof (the Warrant and securities issuable upon conversion thereof being, collectively,
the "Securities") are being and will be acquired for investment for TA’s own account, not as nominee or agent,
and not with a view to the resale or distribution of any part thereof, and that neither TA nor any of its officers, members, managers
or representatives with the authority, responsibility or power to make a decision with regard to the purchase or sale of the Securities
or any portion thereof (collectively, such “TA Representatives”) has any present intention of selling, granting any
participation in or otherwise distributing the same. TA and TA Representatives are familiar with the phrase “acquired for
investment and not with a view to distribution” as it relates to the Securities Act of 1933, as amended (the “Securities
Act”) and state securities laws and the special meaning given to such term by the Securities and Exchange Commission (the
“SEC”). By executing this Agreement, TA further represents that it does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to
any of the Securities.


 






    	 		 



    	 



    




 


iv.                       
Receipt of Information. TA and TA Representatives have received all the information they consider necessary or appropriate
for deciding whether to purchase the Securities. TA further represents that it and TA Representatives have had an opportunity to
ask questions and receive answers from LAHO regarding the terms and conditions of the offering of the Securities and the business,
properties, prospects and financial condition of LAHO and to obtain additional information necessary to verify the accuracy of
any information furnished to TA or TA Representatives or to which TA or TA Representatives had access. Neither TA nor any TA Representative
has received, or is relying upon, any representations, written or oral, from LAHO, or its officers, directors, employees, attorneys
or agents. TA further represents and affirms that none of the following information has ever been represented, guaranteed or warranted
to TA or any of its officers, members, managers or representatives, expressly or by implication, by any person: (1) the approximate
or exact length of time that TA will be required to remain a shareholder of LAHO, (2) the percentage of profit and/or amount of
or type of consideration, profit or loss to be realized, if any, as a result of an investment in LAHO; or (3) the possibility that
the past performance or experience on the part of LAHO or any affiliate, officer, director, employee or agent of LAHO, might in
any way indicate or predict the results of ownership of the Securities or the potential success of LAHO’s operations.


 


v.                       
Investment Experience. TA represents that it and TA Representatives are experienced in evaluating and investment
in private placement transactions of securities of companies in a similar stage of development as LAHO and acknowledges that TA
can bear the economic risk of TA’s investment and that TA Representatives have such knowledge and experience in financial
and business matters that they are capable of evaluating the merits and risks of the investment in the Securities.


 


vi.                       
Accredited Investor. TA is an Accredited Investor, as such term is defined in Regulation D promulgated under the
Securities Act.


 


vii.                       
Restricted Securities. TA and each of TA Representatives understands that neither the Securities nor any portion
thereof may be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom,
and that in the absence of an effective registration statement covering the Securities or an available exemption from registration
under the Securities Act, the Securities must be held indefinitely..


 


viii.                       
Legends. To the extent applicable, each certificate or other document evidencing any of the Securities shall be endorsed
with the legends substantially in the form set forth below:


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS
AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS LANS HOLDINGS, INC. (THE "COMPANY") HAS RECEIVED AN OPINION OF COUNSEL
OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.


 


3.                 
Governing Law. The validity, construction and interpretation of this Agreement shall be governed by the laws of the
State of Nevada. Any dispute arising from or related to this Agreement shall be litigated in the state or federal courts sitting
in Clark County, Nevada. The prevailing party shall be entitled to recover the actual attorneys’ fees and costs incurred
in connection with that litigation.


 






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4.                 
Further Actions. The parties agree to take such further action and execute such additional documents as may be necessary
to implement the terms and conditions of this Agreement.


 


5.                 
No Oral Modifications. No supplement, modification, waiver, or termination of this Agreement shall be binding unless
executed in writing by the party to be bound thereby.


 


6.                 
Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties, their representatives,
heirs, estates, parent and subsidiary entities, members, managers, shareholders, principals, affiliates, successors, officers,
directors, partners, administrators, trustees, receivers, agents, employees, executors, assigns, and all other persons and entities
that could in any way have legal responsibility for, or claim any rights through, any of them.


 


7.                 
Authority. Each of the parties represents and warrants to all the other parties that the person signing this document
on its behalf is duly authorized to execute this Agreement on its behalf.


 


8.                 
Severability. If any term of provision of this Agreement or any application thereof shall be held invalid or unenforceable,
the remainder of this Agreement and any other application of such term or provision shall not be affected thereby.


 


9.                 
Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter
hereof, and may not be changed or modified except by an agreement in writing signed by the parties hereto.


 


10.             
Interpretation. All provisions of this Agreement shall be interpreted according to their fair meaning and shall not
be strictly construed against any party.


 


11.             
Counterparts; Facsimile Signature. This Agreement may be executed in one or more counterparts, each of which shall
be an original, but all of which, taken together, shall constitute one agreement. An original signature or copy thereof transmitted
by facsimile shall constitute an original signature for purposes of this Agreement.


 


	
        Lans Holdings, Inc.

         

         

        /s/ Anthony Ribas

        By: Anthony Ribas, President
	
        Trevor Allen 

         

         

        /s/ Trevor Allen

        By Trevor Allen, Individual












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