NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


Original
Issue Date: February 28, 2019


$65,000


12%
CONVERTIBLE NOTE


 


THIS
12% CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 12% Convertible Notes issued at a 10% original issue
discount by Hemp Naturals Inc., a Delaware corporation (the “Company”) (this note, the “Note” and, collectively
with the other notes of such series, the “Notes”).


 


FOR
VALUE RECEIVED, the Company promises to pay to Bellridge Capital, LP its registered assigns (the “Holder”), or shall
have paid pursuant to the terms hereunder, the principal sum of $65,000 (“Original Principal Amount”) on February
28, 2020 (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided
hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in
accordance with the provisions hereof. This Note is subject to the following additional provisions:


 


Section
1. Definitions. For the purposes hereof, (a) capitalized terms not otherwise defined herein shall have the meanings
set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:


 


“Alternate
Consideration” shall have the meaning set forth in Section 5(e).


 


“Bankruptcy
Event” means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule
1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment
of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company
or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such
case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Significant Subsidiary thereof
is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d)
the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial
part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Significant
Subsidiary thereof makes a general assignment for the benefit of creditors, or (f) the Company or any Significant Subsidiary thereof,
by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes
any corporate or other action for the purpose of effecting any of the foregoing.


 


“Base
Conversion Price” shall have the meaning set forth in Section 5(b). “Beneficial Ownership Limitation” shall
have the meaning set forth in Section 4(d).


 




    	 	1	 



    	 



    

 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any
day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


“Buy-In”
shall have the meaning set forth in Section 4(c)(v).





“Change
of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by
an individual or legal entity or “group” (as described in Rule 13d-5(b) (1)  promulgated under the Exchange Act)
of effective control (whether through legal or beneficial ownership of capital stock of the Company,
by contract or otherwise) of in excess of 50% of the voting securities of the Company (other than by means of conversion,
exercise or exchange of the Notes or the Securities issued together with the Notes), (b) the Company merges into or consolidates
with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction,
the shareholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power of the Company
or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another
Person and the shareholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power
of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more
than one-half of the members of the Board of Directors of the Company (the “Board of Directors”) which is not approved
by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals
who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a
majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of
an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a)
through (d) above.


“Conversion”
shall have the meaning ascribed to such term in Section 4.


“Conversion Date” shall have the meaning set forth in Section
4(a).


“Conversion
Price” shall have the meaning set forth in Section 4(b).


“Conversion
Schedule” means the Conversion Schedule in the form of Schedule 1 attached


hereto.


“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance
with the terms hereof.


“Default
Interest Rate” shall have the meaning set forth in Section 2(a).


“Dilutive Issuance” shall have the meaning
set forth in Section 5(b).


“Dilutive Issuance Notice” shall have the meaning set forth in Section 5(b).





“DWAC”
means the Deposit or Withdrawal at Custodian system at The Depository Trust Company.


“Event
of Default” shall have the meaning set forth in Section 7(a).


“Fundamental
Transaction” shall have the meaning set forth in Section 5(e).





“Mandatory
Default Amount” means the sum of (a) 150% of the outstanding principal amount of this Note, plus 150% of accrued and unpaid
interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of this Note.


“New
York Courts” shall have the meaning set forth in Section 8(e).






    	 	2	 



    	 



    




“Note
Register” shall mean the note register maintained by the Company.





“Notice
of Conversion” shall have the meaning set forth in Section 4(a).


 


“Option
Value” means the value of a Common Stock Equivalent based on the Black Scholes
Option Pricing model obtained from the "OV" function on Bloomberg determined as of (A) the Trading Day prior to the
public announcement of the issuance of the applicable Common Stock Equivalent, if the issuance of such Common Stock Equivalent
is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Common Stock Equivalent if the
issuance of such Common Stock Equivalent is not publicly announced, for pricing purposes and reflecting (i) a risk-free interest
rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of the applicable Common Stock Equivalent
as of the applicable date of determination, (ii) an expected volatility equal to the greater of 100% and the 100 day volatility
obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately following the public announcement of the applicable
Common Stock Equivalent if the issuance of such Common Stock Equivalent is publicly announced or (B) the Trading Day immediately
following the issuance of the applicable Common Stock Equivalent if the issuance of such Common Stock Equivalent is not publicly
announced, (iii) the underlying price per share used in such calculation shall be the highest VWAP
of the Common Stock during the period beginning on the Trading Day prior to the execution of definitive documentation relating
to the issuance of the applicable Common Stock Equivalent and ending on (A) the Trading Day immediately following the public announcement
of such issuance, if the issuance of such Common Stock Equivalent is publicly announced or (B) the Trading Day immediately following
the issuance of the applicable Common Stock Equivalent if the issuance of such Common Stock Equivalent is not publicly announced,
(iv) a zero cost of borrow and (v) a 360 day annualization factor.


 


“Original
Issue Date” means the date of the first issuance of the Notes, regardless of any transfers of any Note and regardless of
the number of instruments which may be issued to evidence such Notes.


 


“Payment
Date” shall have the meaning set forth in Section 2(b).


 


“Permitted
Indebtedness” means (a) Indebtedness outstanding as of the Original Issue Date, (b)   the
indebtedness evidenced by the Notes, and (c) capital lease obligations and purchase money indebtedness incurred in
connection with the acquisition of machinery and equipment.


 





“Purchase
Agreement” means the Securities Purchase Agreement, dated as of February 28, 2019 among the Company and the original Holders,
as amended, modified or supplemented from time to time in accordance with its terms.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Share
Delivery Date” shall have the meaning set forth in Section 4(c)(ii).


 


“Successor Entity” shall have the meaning
set forth in Section 5(e).


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the
date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market,
the Nasdaq Global Select Market, the New York Stock Exchange, or any market of the
OTC Markets, Inc. (or any successors to any of the foregoing).


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then
listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York
City time)), (b) if the Common Stock is not then listed or quoted for trading on the OTCQB or OTCQX and if prices for the
Common Stock are then reported by the OTC Pink marketplace published by OTC Markets, Inc. (or a similar organization or agency
succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (c)
in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good
faith by the Holders of a majority in interest of the Notes then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.







    	 	3	 



    	 



    




Section
2.Interest; Payments.





(a)             Interest.
Interest shall accrue to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the rate
of twelve percent (12%) per annum, calculated on the basis of a 365-day year and shall accrue daily commencing on the Original
Issue Date until payment in full of the outstanding principal (or conversion to the extent applicable), together with all accrued
and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Following an Event of
Default, until such Event of Default has been cured, interest shall accrue at the lesser of (i) the rate of 18% per annum, or
(ii) the maximum amount permitted by law (the lesser of clause (i) or (ii), the “Default Interest Rate”). In
the event that such Event of Default is subsequently cured, the adjustment referred to in the preceding sentence shall cease to
be effective as of the calendar day immediately following the date of such cure; provided that the interest as calculated and
unpaid at the Default Interest Rate during the continuance of such Event of Default shall continue to apply to the extent relating
to the days after the occurrence of such Event of Default through and including the date of such cure of such Event of Default.


 


(b)             Payments. Interest payments are due and
payable on the Maturity Date, except as otherwise set forth in this Note. If any Payment Date is not a Business Day,
then the applicable payment shall be due on the next succeeding Business Day. The
Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note on the
Maturity Date (the “Payment Date”) except as otherwise set forth in this Note. If any Payment Date is not a Business
Day, then the applicable payment shall be due on the next succeeding Business Day.


		(c)	Payment
                                         in Cash. All payments shall be made in cash via wire on any Payment Date.



 


(d)             Prepayment and Redemption. During the
first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows: (i) if
the redemption is prior to the 90th day this Note is in effect (including the 90th day), then for an amount equal to 125% of the
unpaid principal amount of this Note along with any interest that has accrued during that period; (ii) if the redemption is on
the 91st day this Note is in effect, up to and including the 180th day this Note is in effect, then for an amount equal to 135%
of the unpaid principal amount of this Note along with any accrued interest; (iii) This Note may be redeemed after the 180th day
this Note is in effect then for an amount equal to 150% of the unpaid principal amount of this Note along with any accrued interest.
The redemption must be closed and paid for within 5 business days of the Company sending the redemption demand or the redemption
will be invalid and the Company may not redeem this Note. In the event the Holder has delivered a Notice of Conversion to the
Company prior to the receipt of a redemption notice from the Company, the Notice
of Conversion shall prevail.


Section
3.Registration of Transfers and Exchanges.





(a)             Different Denominations. This Note is
exchangeable for an equal aggregate principal amount of Notes of different authorized denominations (of no less than $1,000 in
principal amount), as requested by the Holder surrendering the same. No service charge will be payable for such registration of
transfer or exchange.


 



    	 	4	 



    	 



    

 








(b)      Investor
Representations. This Note has been issued subject to certain investment representations of the original Holder set forth
in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal
and state securities laws and regulations.


 


(c)             Reliance
on Note Register. Prior to due presentment for transfer to the Company 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 Note Register as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such
agent shall be affected by notice to the contrary.


Section
4.Conversion.





(a)   
        Voluntary
Conversion. At any time after the Original Issue Date of February 28, 2019 and until this Note is no longer outstanding, and
provided that that the provisions of Rule 144 under the Securities Act so permit, this Note shall be convertible, in whole or
in part, at any time, and from time to time, into shares of Common Stock at the option of the Holder.
The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached
hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to
be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion
Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered
hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee
or notarization) of any Notice of Conversion form be required. To effect conversions
hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount
of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect
of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the
Company shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and
the Conversion Price in effect at the time of each conversion. The Company may deliver an objection to any Notice of Conversion
within one Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the
Holder shall be controlling and determinative in the absence of manifest error. The
Holder, and any assignee- by acceptance of this Note, acknowledge and agree that,
by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal
amount of this Note may be less than the amount stated on the face hereof.


 


(b)            Conversion
Price. The “Conversion Price” in effect on any Conversion Date means, as of any Conversion Date or other
date of determination, shall be the lowest of $0.20 or 55% of the lowest trading price for the Company’s Common Stock
during the twenty Trading Days immediately preceding the delivery by the Holder of a Notice of Conversion, provided however
and notwithstanding anything to the contrary herein, during an Event of Default the Conversion Price in in effect on any
Conversion Date means, as of any Conversion Date or other date of determination, shall be 45% of the lowest trading price for
the Company’s Common Stock during the 20 twenty Trading Days immediately preceding the delivery by the Holder of a
Notice of Conversion. The applicable prices shall be as reported by Bloomberg L.P. Notwithstanding
the foregoing, in no event shall the Conversion Price be less than the par value of the Common Stock.


		(c)	Mechanics
                                         of Conversion or Prepayment.



 


(i)          Conversion
Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder
shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted by
(y) the Conversion Price in effect at the time of such conversion.


 




    	 	5	 



    	 



    

 


(ii)          Delivery of Certificate Upon Conversion.
Not later than three (3) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver,
or cause to be delivered, to the Holder any certificate or certificates required to be delivered by the Company under this Section
4(c).


 


(iii)          Failure to Deliver Certificates. If, in
the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder
by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its
receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the
Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates
issued to such Holder pursuant to the rescinded Conversion Notice.


 


(iv)          Partial
Liquidated Damages. If the Company fails for any reason to deliver to the Holder such certificate or certificates
pursuant to Section 4(c)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages
and not as a penalty, for each $1,000 of principal amount being converted, $10
per Trading Day (increasing to $20 per Trading Day on the tenth Trading Day after such Conversion Date) for each Trading Day
after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall
limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 7 hereof for the
Company’s failure to deliver Conversion Shares or, if applicable, cash,
within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at
Law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of
any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under
applicable Law.


 


(v)            Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the
Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery
Date pursuant to Section 4(c) (ii), and if after such Share Delivery Date the Holder is required by its brokerage firm 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 Conversion Shares which the Holder was entitled to
receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in
cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by
which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased
exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from
the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase
obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if
surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such
conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been
issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder
purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of
this Note with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving
rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company
shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts
payable to the Holder in respect of the Buy-In and evidence of the amount of such loss. Nothing herein 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 certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms
hereof.


 




    	 	6	 



    	 



    

 


(vi)          Reservation
of Shares Issuable Upon Conversion. The Company covenants that it will reserve and keep available out of its authorized and
unissued shares of Common Stock for the purpose of issuances upon conversion of this Note and the issued with this Note, free
from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders
of the Notes), not be less than 350% of the Required Minimum or 100,000,000 common shares or as agreed; and; and if at any time
the number of authorized but unissued shares of Common Stock shall be insufficient to effect the conversion of this note or shall
be less than the Required Minimum, the Company shall take such corporate action as may, in
the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares
as shall be sufficient for such purpose. The Company covenants that all shares of Common Stock that shall be issuable upon conversion
of this Note shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.


 


(vii)         Fractional Shares. No fractional shares
or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which
the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash
adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up
to the next whole share.


 


(viii)        
Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall
be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue
or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect
of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the
Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the
Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-
day processing of any Notice of Conversion and all fees to the Depository Trust Company (or another established clearing corporation
performing similar functions) required for same-day electronic delivery of the Conversion Shares.


 


(d)    
        Holder’s
Conversion Limitations. The Company shall not effect any conversion of this Note, and a Holder shall not have the right to
convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice
of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder
or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).
For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates
shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination
is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining,
unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion
of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise
analogous to the limitation contained herein (including, without limitation, any other Notes or the Warrants)
beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes
of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder. To the extent that the limitation contained
in this Section 4(d) applies, the determination of whether this Note is convertible (in relation to other securities owned by
the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion
of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether
this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal
amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To
ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a
Notice of Conversion that such Notice of


 




    	 	7	 



    	 



    

 


Conversion
has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the
accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this
Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding
shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report
filed with the SEC, as the case may be, (ii) a more recent public announcement by the Company,
or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of
shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm
orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company,
including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common
Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held
by the Holder. The Holder, upon not less than 61 days’ prior notice to the
Company, may increase the Beneficial Ownership Limitation provisions of this Section
4(d) solely with respect to the Holder’s Note, provided that the Beneficial Ownership Limitation in no event exceeds 9.99%
of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock
upon conversion of this Note held by the Holder and the provisions of this Section 4(d) shall continue to apply.
Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company.
The Holder may also decrease the Beneficial Ownership Limitation provisions of this Section 4(d) solely with respect to
the Holder’s Note at any time, which decrease shall be effectively immediately upon delivery of notice to the Company.
The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary
or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor
holder of this Note.


Section
5.Certain Adjustments.





(a)            Stock
Dividends and Stock Splits. If the Company, at any time while this Note is
outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock
on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of
Common Stock issued by the Company upon conversion of, or payment of interest on, the Notes or pursuant to any of the other
Transaction Documents), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines
(including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv)
issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then
the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock
(excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall
be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this
Section shall become effective immediately after the record date for the determination of shareholders 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.


 


(b)   
        Subsequent
Equity Sales. If, at any time, for so long as the Note or any amounts accrued and payable thereunder remain outstanding, the
Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise
disposes of or issues, any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at
an effective price per share that is lower than the Conversion Price then in effect (such lower price, the “Base Conversion
Price” and each such issuance a “Dilutive Issuance”), then the Conversion Price shall be immediately reduced
to equal the Base Conversion Price.


 




    	 	8	 



    	 



    




If
the holder of Common Stock or Common Stock Equivalents outstanding on the Original Issue Date or issued thereafter shall at any
time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or
otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, receive or be entitled
to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price then in effect, such
issuance shall be deemed to have occurred for less than the Conversion Price on such date and such issuance shall be deemed to
be a Dilutive Issuance.


 


If
after any Dilutive Issuance of Common Stock Equivalents, the price per share for which shares of Common Stock may be issuable
thereafter is amended or adjusted, and such price as so amended shall be less than the Conversion Price in effect at the time
of such amendment or adjustment, then the Conversion Price shall be adjusted upon each such issuance or amendment as provided
in this Section 5(b).


 


In
case any Common Stock Equivalent is issued in connection with the issue or sale of other securities of the Company,
together comprising one integrated transaction, (x) the Common Stock Equivalents will be deemed to have been issued for
the Option Value of such Common Stock Equivalents and (y) the other securities issued
or sold in such integrated transaction shall be deemed to have been issued or sold for the difference of (I) the aggregate consideration
received by the Company less any consideration paid or payable by the Company pursuant to the terms of such other securities of
the Company, less (II) the Option Value. If
any shares of Common Stock or Common Stock Equivalents are issued or sold or deemed to have been issued or sold for cash, the
amount of such consideration received by the Company will be deemed to be the net amount received by the Company therefor. If
any shares of Common Stock or Common Stock Equivalents are issued or sold for a consideration other than cash, the amount of such
consideration received by the Company will be the fair value of such consideration, except where such consideration consists of
publicly traded securities, in which case the amount of consideration received by the Company will be the VWAP
of such public traded securities on the date of receipt. If any shares of Common Stock or Common Stock Equivalents are
issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity,
the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business
of the non-surviving entity as is attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be.


 


If
the Company enters into a Variable Rate Transaction despite the prohibition set forth
in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible
conversion price at which such securities may be converted or exercised under the terms of such Variable
Rate Transaction.


 


The
Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common
Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or applicable reset price, exchange
price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification,
whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive
Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the
date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice
of Conversion.


 


The
provisions of this Section 5(b) shall apply each time a Dilutive Issuance occurs after the Original Issue Date for so long as
the Note or any amounts accrued and payable thereunder remain outstanding, but any adjustment of the Conversion Price pursuant
to this Section 5(b) shall be downward only.


 



    	 	9	 



    	 



    

 








Notwithstanding
anything in this Section 5(b), no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance.


 


(c)   
        Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time the Company grants, issues
or sells any Common Stock, Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata
to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to
any limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the
date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or,
if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for
the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right
to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder
shall not be entitled to participate in such Purchase Right to such extent (or in the beneficial ownership of any shares of Common
Stock as a result of such Distribution to such extent)).


 


(d)   
        Pro Rata Distributions. During such time
as this Note is outstanding, if the Company shall declare or make any dividend or other distribution of its assets or rights or
warrants to acquire its assets, or subscribe for or purchase any security other than Common Stock, to holders of shares of Common
Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities,
property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other
similar transaction) (a “Distribution”), at any time after the issuance of this Note, then, in each such case, the
Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein
if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to
any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the
date of which a record is taken for such Distribution, or, if no such record is taken,
the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution
(provided, however, to the extent that the Holder's right to participate in any such Distribution would result in
the Holder exceeding the Beneficial Ownership Limitation with respect to the Company or any other publicly-traded corporation
subject to Section 13(d) of the Exchange Act, then the Holder shall not be entitled to participate in such Distribution to such
extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent)).) and the
portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever,
as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation with respect to the Company
or any other publicly-traded corporation subject to Section 13(d) of the Exchange Act).).


 


(b) 
 
       Fundamental Transaction. If, at any time
while this Note is outstanding, (i) the Company, directly or indirectly, in one or
more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all
or substantially all of its assets in one or a series of related transactions, (iii) any,
direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Company, directly or indirectly, in one or more related transactions
effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Company,
directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another
Person whereby such other Person acquires more than


 




    	 	10	 



    	 



    

 


50%
of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other
Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable
upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation on
the conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if
it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a
result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is
convertible immediately prior to such Fundamental Transaction (without regard to any limitation on the conversion of this
Note). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to
apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1)
share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the
Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a
Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any conversion of this Note following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of
a Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule
13e-3 under the Exchange Act, or (3) a Fundamental Transaction involving a person or entity not traded on a Trading Market,
the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable concurrently with the
consummation of the Fundamental Transaction, purchase this Note from the Holder by paying to the Holder the product of (a)
the number of Conversion Shares issuable upon full conversion of this Note (without regard to any limitation on conversion of
this Note) and (b) the positive difference between the cash per share paid in such Fundamental Transaction minus the then in
effect Conversion Price. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is
not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under
this Note and the other Transaction Documents in accordance with the provisions of this Section 5(e) pursuant to written
agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable
delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the Holder in
exchange for this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and
substance to this Note which is convertible for a corresponding number of shares of capital stock of such Successor Entity
(or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Note
(without regard to any limitations on the conversion of this Note) prior to such Fundamental Transaction, and with a
conversion price which applies the Conversion Price hereunder to such shares of capital stock (but taking into account the
relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic
value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is reasonably
satisfactory in form and substance to the Holder. Upon the occurrence of any
such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date
of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the
“Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and
shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same effect
as if such Successor Entity had been named as the Company herein. Notwithstanding anything in this Section 5(e), an Exempt
Issuance shall not be deemed a Fundamental Transaction.


 


(c)   
        Calculations.
All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.


 




    	 	11	 



    	 



    

		(d)	Notice
                                         to the Holder.



 


(i)                
Adjustment to Conversion Price. Whenever
the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder
a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such
adjustment.


 


(ii)              
Notice to Allow Conversion by Holder.
If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company
shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the
granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of
any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification
of the Common Stock, any consolidation or merger to which the Company is a party, any
sale or transfer of all or substantially all of the assets of the Company, or any
compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall
authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company,
then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion
of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at
least ten calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date
on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record
is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger,
sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that
holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer
or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not
affect the validity of the corporate action required to be specified in such notice. To the
extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or
any of the Subsidiaries (as determined in good faith by the Company), the Company or its successor shall simultaneously file such
notice with the SEC pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the
20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may
otherwise be expressly set forth herein.


 


Section
6. Negative Covenants. As long as any portion of this Note remains outstanding, unless the holders of a majority in
principal amount of the then outstanding Notes shall have otherwise given prior written consent, the Company shall not, and shall
not permit any of the Subsidiaries to, directly or indirectly:


 


(a)                   
other than Permitted Indebtedness, enter into,
create, incur, assume, guarantee or suffer to exist any Indebtedness for borrowed money of any kind, including, but not limited
to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or
any income or profits therefrom;


 


(b)             
   amend its charter documents,
including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely
affects any rights of the Holder;


 


(c)           enter
into any transaction with any Affiliate of the Company which would be required to be disclosed in any public filing with the SEC
assuming that the Company is subject to the Securities Act or the Exchange Act, unless such transaction is made on an arm’s-length
basis and expressly approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise
required for board approval); or


 


(d)         
enter into any agreement with respect to any
of the foregoing.






    	 	12	 



    	 



    




Section 7.Events of Default.


 


(a)         “Event
of Default” means, wherever used herein, any of the following events (whatever the reason for such event and
whether such event shall be voluntary or involuntary or effected by operation of Law or pursuant to any judgment, decree or
order of any court, or any order, rule or regulation of any administrative or governmental body):


 


(i) 
 any default in the payment of (A) the principal amount of any Note or (B)
interest, late fees, liquidated damages and other amounts owing to a Holder on any Note, as and when the same shall become due
and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise) which default, solely in the case
of an interest payment or other default under clause (B) above, is not cured within three Trading Days;






 


(ii) 
the Company shall fail to observe or perform
any other covenant or agreement contained in the Notes (other than a breach by the Company of its obligations to deliver shares
of Common Stock to the Holder upon conversion, which breach is addressed in clause (x) below) or any Transaction Document which
failure is not cured, if possible to cure, within the earlier to occur of (A) 3 Trading Days after notice of such failure sent
by the Holder or by any other Holder to the Company and


(B)
5 Trading Days after the Company has become aware of such failure;


 


(v)    
any representation or warranty made in this Note, any other Transaction Document, any written statement pursuant hereto or
thereto or any other report, financial statement or certificate made or delivered to the Holder or any other Holder pursuant
hereto or thereto shall be untrue or incorrect in any material respect as of the date when made or deemed made;


 


(vi)   
the Company or any Significant Subsidiary (as
such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy Event;


 


(vii)   
the Company or any Subsidiary shall default on
any of its obligations under any, mortgage, credit agreement or other facility, indenture
agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced,
any indebtedness for borrowed money, including debentures or promissory notes or
money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $5,000, whether such
indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and
payable prior to the date on which it would otherwise become due and payable and such default is not cured within three Trading
Days;


 


(viii)   the Common Stock shall not be
eligible for listing or quotation for trading on its Trading Market for a period longer than 10 Trading Days;


 


(ixi)
the Company shall have consummated a Change of Control Transaction or/ Fundamental Transaction without the Lead Investors consent
without paying in full all amounts owed under the Note at or prior to such consummation;


 


(x)   
a final judgment for the payment of money aggregating
in excess of $50,000 is rendered against the Company and/or any of its Subsidiaries and which judgment is not, within 45 days
after the entry thereof, bonded, discharged or stayed pending appeal, or is not discharged within 60 days after the expiration
of such stay; provided, however, any judgment that is covered by insurance or an indemnity from a credit-worthy party will not
be included in calculating the amount of the judgment so long as the Company provides the Holder a written statement from such
insurer or indemnity provider (which written statement shall be reasonably satisfactory to the Holder) to the effect that such
judgment is covered by insurance or an indemnity and the Company or such Subsidiary (as the case may be) will receive the proceeds
of such insurance or indemnity within 30 days of the issuance of such judgment.


 



    	 	13	 



    	 



    

 








(xi)  
the Company shall provide at any time notice
to the Holder, including by way of public announcement, of the Company’s intention to not honor requests for conversions
of any Notes in accordance with the terms hereof or the Company does not honor a request for conversion of any Notes as required
by the Notes









(xii)  
the
                                         Company shall be in breach of any material contract or agreement.




 


(b)       Remedies
Upon Event of Default. If any Event of Default occurs, the outstanding principal amount of this Note, plus accrued but unpaid
interest, liquidated damages and other amounts 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. Upon the payment in full of the
Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company.
In connection with such acceleration described herein, the Holder need not provide, and the Company 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 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 7(b). No such rescission or annulment shall affect any subsequent Event of Default or impair
any right consequent thereon.


 


(c)       
Interest Rate Upon Event of Default. Commencing
on the occurrence of any Event of Default and until such Event of Default is cured, this Note shall accrue interest at an interest
rate equal to the Default Interest Rate.  


Section
8.Miscellaneous.





(a)            
No Rights as Stockholder Until Conversion.
This Note does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to
the conversion hereof other than as explicitly set forth in Section 4.


 


(b)      
      Notices.
All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addressees in person, by Federal Express or similar receipted next business day
delivery, as follows:


If
to the Company:





Hemp
Naturals Inc.


16950
North Bay Road Suite 18033


Sunny Isles Beach, FL 33160


 


If
to Holder:


 


Bellridge
Capital LP.


515
E. Las Olas Boulevard, Suite 120A


Fort Lauderdale, Florida 33301,





 


or
to such other address as any of them, by notice to the other may designate from time to time.


Time
shall be counted to, or from, as the case may be, the date of delivery.


 




    	 	14	 



    	 



    

 


(c)              Absolute
Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest and late fees, as
applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt
obligation of the Company. This Note ranks pari passu with all other Notes
now or hereafter issued under the Purchase Agreement.


 


(d)              Lost
or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange
and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed
Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence
of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.
The applicant for a new Note under such circumstances shall also pay any reasonable third-party costs (including customary
indemnity) associated with the issuance of the new Note.


 


(e)               Exclusive
Jurisdiction; Governing Law. All
questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by
and construed and enforced in accordance with the internal laws of the State of New York, without
regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning
the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether
brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall
only be commenced in the state and federal courts sitting in New York, New York (the
“New York Courts”). Each party hereto hereby irrevocably submits
to the exclusive jurisdiction of the New York Courts for the adjudication of
any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including
with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts,
or such Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other
manner permitted by applicable Law. Each party hereto hereby irrevocably waives,
to the fullest extent permitted by applicable Law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby.


 


(f)              Waiver.
Any waiver by the Company or the Holder of a
breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision
or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist upon strict adherence
to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver by the Company or
the Holder must be in writing.


 


(g)              Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, as long as
the essential terms and conditions of this Note for each party remain valid, binding, and enforceable. If it shall be found that
any interest or other amount deemed interest due hereunder violates the applicable Law governing usury,
the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted
under applicable Law.


 







    	 	15	 



    	 



    

 


(h)               Remedies, Characterizations, Other Obligations,
Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies
available under this Note and any of the other Transaction Documents at Law or in equity (including a decree of specific performance
and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursueactual
and consequential damages for any failure by the Company to comply with the terms of this Note. Amounts
set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the
amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of
the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holder and that the remedy at Law for any such breach would be inadequate. The Company therefore agrees
that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies,
to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and
without any bond or other security being required. The Company shall provide all information and documentation to the Holder that
is reasonably requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions
of this Note.


 


(i)               Next
Business Day. Whenever any payment
or other obligation hereunder shall be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day.


 


 


(Signature
Pages Follow)


 




    	 	16	 



    	 



    

 


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


 





HEMP
NATURALS INC..


 









 


By:
/s/ Levi Jacobson


Name:
Levi Jacobson 


Title:CEO


 



    	 	17	 



    	 



    

 





ANNEX
A


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal under the 12% Convertible Note due February 28, 2020 issued by Hemp Naturals Inc..,
a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company
according to the conditions hereof, as of the date written below. If shares of Common
Stock are to be issued in the name of a person other than the 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.


 


By
the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common
Stock does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the
Exchange Act.


 


The
undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with
any transfer of the aforesaid shares of Common Stock.


 


Conversion
calculations:


Date
to Effect Conversion:


 


Principal
Amount of Note to be Converted:


Payment
of Interest in Common Stock ___ yes ___ no


If
yes, $ ______ of Interest Accrued on Account of Conversion at Issue.


 


Number
of shares of Common Stock to be issued:


 


Signature:


 


Name:


 


DWAC Instructions:


 


Broker
No: _________________


 


Account
No: ________________


 



    	 	18	 



    	 



    

 








Schedule 1


CONVERSION SCHEDULE


 


The
12% Convertible Note due on February 28, 2020 in the original principal amount of $65,000 as issued by Hemp Naturals Inc., a Delaware
corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note.


 


	Date
    of Conversion (or first entry, Original Issue Date)	Amount
    of Converted Principal 	Aggregate
    Principal Amount Remaining Subsequent to Conversion (or original Principal Amount) 	Applicable
    Conversion Price	Company
    Attest
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


Dated:


 








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