SECURITIES
PURCHASE AGREEMENT


 


This
securities purchase agreement (the “Agreement”), dated as of February 28, 2019 by and between Hemp Naturals
Inc.. a Delaware corporation, with headquarters located at 505 Montgomery Street, 11th Floor,
San Francisco, CA 94111 (the “Company”), and Bellridge Capital
LP, a Delaware company, with its office at 515 E. Las Olas Boulevard, Suite 120A,
Fort Lauderdale, Florida 33301 (the “Buyer”).


 





WHEREAS:


 


		A.	The
                                         Company and the Buyer are executing and delivering this Agreement in reliance upon Section
                                         4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”)
                                         and Rule 506 of Regulation D promulgated thereunder and enforced by the United States
                                         Securities and Exchange Commission (the “SEC”);



 


		B.	Buyer
                                         desires to purchase and the Company desires to issue and sell, upon the terms and
                                         conditions set forth in this Agreement a twelve percent (12%) convertible note
                                         of the Company, in the form attached hereto as Exhibit A in the aggregate principal amount
                                         of US$65,000.00 (together with any note(s)
                                         issued in replacement thereof or as a dividend thereon or otherwise with respect thereto
                                         in accordance with the terms thereof, the “Note”), convertible into
                                         shares of common stock, par value US $0.001 the Company (the “Common Stock”),
                                         upon the terms and subject to the limitations and conditions set forth in such Note.
                                         The Note shall contain a $6,500 original issue discount such that the purchase price
                                         of the Note shall be $58,500 before deduction of
                                         expenses.



 


		C.	The
                                         Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such
                                         principal amount of Note as is set forth immediately below its name on the signature
                                         pages hereto; and



 


NOW
THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:


 


		1.	Purchase
                                         and Sale of Note.



 


		(a)	Purchase
                                         of Note. On the Closing Date (as defined below), the Company shall issue and sell
                                         to the Buyer and the Buyer agrees to purchase from the Company such principal amount
                                         of Note as is set forth immediately below the Buyer’s name on the signature pages
                                         hereto.



 





	 	(b)  	
Form of Payment. On the Closing Date (as
defined below), (i) the Buyer shall pay the purchase price for the Note to be issued
and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available
funds to the Company or its legal counsel in trust, in accordance with the Company’s written wiring instructions, against
delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name
on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer,
against delivery of such Purchase Price.



 





	 	(c) 	
Closing Date. The date and time of the
first issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on or about February
28, 2019, or such other mutually agreed upon time. The closing of the transactions
contemplated by this Agreement (the “Closing”) shall occur on
the Closing Date at such location as may be agreed to by the parties.



 


		2.	Buyer’s
                                         Representations and Warranties. The Buyer represents and warrants to the Company
                                         that:



 





	 	(a) 	Investment
Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of
or otherwise pursuant to the Note,



 




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	 	 	such
shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with
the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution
thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making
the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and
reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption
under the 1933 Act.



  


	 	(b) 	Accredited Investor Status. The Buyer
is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D and National Instrument 45-106
- Prospectus Exemptions (an “Accredited Investor”).



 





	 	(c) 	Reliance on Exemptions. The Buyer understands
that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of
United States federal and state securities laws and Canadian United States securities laws and that the Company is relying
upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Buyer set forth herein in order to determine the availability
of such exemptions and the eligibility of the Buyer to acquire the Securities.



 








	 	 (d)	Information.
                                         The Buyer and its advisors, if any, have
                                         been, and for so long as the Note remain outstanding will continue to be, furnished with
                                         all materials relating to the business,
                                         finances and operations of the Company and materials relating to the offer and sale of
                                         the Securities which have been requested by the Buyer or its advisors. The Buyer
                                         and its advisors, if any, have been,
                                         and for so long as the Note remain outstanding will
                                         continue to
                                         be, afforded the opportunity
                                         to ask
                                         questions of
                                         the Company.
                                         Notwithstanding the foregoing, the Company has not disclosed to the Buyer any
                                         material non-public information and will not disclose such information unless such information
                                         is disclosed to the public prior to or promptly following such disclosure to the Buyer.
                                         Neither such inquiries nor any other due
                                         diligence investigation conducted by Buyer or any of its advisors or representatives
                                         shall modify, amend or affect Buyer’s
                                         right to rely on the Company’s representations
                                         and warranties contained in Section 3 below. The Buyer understands that its investment
                                         in the Securities involves a significant degree of risk. The Buyer is not aware of any
                                         facts that may constitute a breach of any of the Company's representations and warranties
                                         made herein.









 


		(e)	Governmental Review. The Buyer understands
that no United States federal or state agency or any other government or governmental agency has passed upon or made any
recommendation or endorsement of the Securities.



 


	 	(f) 	Transfer or Re-sale. The Buyer understands
that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state
securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration
statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel
that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the
Securities to be sold or transferred by the Buyer may be sold or transferred pursuant
to an exemption from registration, (c) the Securities are transferred or sold pursuant
to Rule 144 promulgated under the 1933 Act, or (d) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor
rule) (“Regulation S”), and the Buyer shall have delivered to
the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for
opinions of counsel in corporate transactions; (ii) any sale of such Securities made in
reliance on Rule 144 may be made only in accordance with the terms of said Rule and
further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the
person through whom the sale is made) may be deemed to be an underwriter (as that
term is defined in the 1933 Act) may require compliance with some
other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other
person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with
the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained
herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending
arrangement.











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	 	(g)	
Legends. The Buyer understands that the
Note and, until such time as the Conversion Shares have been registered under the 1933 Act or may be resold pursuant to Rule 144
or Regulation S without any restriction, the Conversion Shares will bear a restrictive legend in substantially the following form
(and a stop-transfer order may be placed against transfer of the certificates for such Securities):



 











“NEITHER
THE ISSUANCE
AND SALE OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE
BEEN REGISTERED UNDER THE
SECURITIES ACT OF
1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
MAY NOT BE
OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL
BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A UNDER SAID ACT
OR SUCH OTHER APPLICABLE
EXEMPTION FROM REGISTRATION. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


and
in addition the Note and any applicable Conversion Shares issued thereunder shall bear the following legend in respect of applicable
United States securities laws until the applicable conditions under United States securities laws are satisfied:


 





The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security
upon which it is stamped, if, unless otherwise required by applicable state securities
laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise
may be sold pursuant to Rule 144 or Regulation S without any restriction as to the
number of securities as of a particular date that can then be immediately sold, or
(b) such holder provides the Company with an opinion of counsel, in form, substance and scope
customary for opinions of counsel in comparable transactions, to the effect that a public
sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted
by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented
by a certificate(s) from which the legend has been removed, in compliance with applicable
prospectus delivery requirements, if any. In
the event that the Company does not accept the opinion of counsel provided by the
Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S,
within 2 business days, it will be considered an Event of Default under the Note.


 


	 	(h)  	Authorization; Enforcement. This Agreement
has been duly and validly authorized. This Agreement has been duly executed and delivered
on behalf of the Buyer, and this Agreement
constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.



 







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3.            
Representations and Warranties of the Company.
The Company represents and warrants to the Buyer that:


 


		(a)	Organization
                                         and Qualification. The Company and each of its subsidiaries, if any,
                                         is a corporation duly organized, validly
                                         existing and in good standing under the laws of the jurisdiction in which it is incorporated,
                                         with full power and authority (corporate and other) to own, lease, use and operate its
                                         properties and to carry on its business as and where now owned, leased, used, operated
                                         and conducted. The Company or one of its subsidiaries is the sole registered and beneficial
                                         owner of all of the outstanding shares in the capital of or outstanding shares of capital
                                         stock or other ownership, equity or voting interests of the subsidiaries of the Company
                                         free and clear of any Liens (as defined below), all such shares are validly issued, fully
                                         paid and non-assessable, and no other person
                                         has any option, right, entitlement, understanding or commitment (contingent or
                                         otherwise) regarding the right to acquire any such share or interest in any of
                                         the Company’s subsidiaries and no subsidiary
                                         of the Company has any outstanding option, warrant, conversion or exchange privilege
                                         or other right, agreement, arrangement or commitment obligating any such entity to issue
                                         or sell any share or ownership, equity or voting
                                         interest of such entity or security or obligation of any kind convertible into or exchangeable
                                         or exercisable for any shares or ownership, equity or voting interests of any such entity.
                                         Neither the Company nor any of the Company’s subsidiaries own any
                                         interest or investment (whether equity or debt) in any other person, other than
                                         a Company subsidiary, which interest or investment
                                         is material to the Company its subsidiaries,
                                         taken as a whole



 





	 	(b)   	Authorization; Enforcement. (i) The Company
    has all requisite corporate power and authority to enter into and perform this
    Agreement, the Note and to consummate the transactions contemplated hereby and
    thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this
    Agreement, the Note by the Company and the consummation by it of the transactions
    contemplated hereby and thereby (including without limitation, the issuance of
    the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof)
    have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company,
    its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the
    Company by its authorized representative, and such authorized representative is the
    true and official representative with authority to sign this Agreement and the other documents executed in connection herewith
    and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the
    Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against
    the Company in accordance with its terms.



 





	 	(c) 	Issuance
of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance
with its respective terms, will be validly issued, fully paid and non-assessable,
and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to pre-emptive
rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.



 





	 	(d)   	Acknowledgment of Dilution. The Company
understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon
conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the
Note in accordance with this Agreement and the Note is absolute and unconditional
regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.



 




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		(e)	No
                                         Conflicts. The execution, delivery and performance of this Agreement and the Note
                                         by the Company and the consummation by the Company of the transactions contemplated hereby
                                         and thereby (including, without limitation, the issuance and reservation for
                                         issuance of the Conversion Shares) will not (i) conflict with or result in a violation
                                         of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict
                                         with, or result in a breach of any provision of, or constitute a default (or an event
                                         which with notice or lapse of time or both could become a default) under, or give to
                                         others any rights of termination, amendment,
                                         acceleration or cancellation of, any agreement, indenture, patent, patent license or
                                         instrument to which the Company or any of its subsidiaries is a party,
                                         or (iii) result in a violation of any law,
                                         rule, regulation, order, judgment or decree (including federal and state securities
                                         laws and regulations and regulations of any self- regulatory organizations to which the
                                         Company or its securities are subject) applicable to the Company or any of its subsidiaries
                                         or by which any property or asset of the Company or any of its subsidiaries is bound
                                         or affected (except for such conflicts, defaults, terminations, amendments, accelerations,
                                         cancellations and violations as would not, individually
                                         or in the aggregate, have a material adverse effect). All consents, authorizations, orders,
                                         filings and registrations which the Company is required to obtain pursuant to the preceding
                                         sentence have been obtained or effected on or prior to the date hereof. The Company is
                                         not in violation of the listing requirements of the OTC Pink or OTC Market Group (collectively,
                                         the “OTCP”) and does not reasonably anticipate that the
                                         Common Stock will be delisted by the OTCP in the foreseeable future, nor are the
                                         Company’s securities “chilled” by the Financial Industry Regulatory
                                         Authority (“FINRA”). The
                                         Company and its subsidiaries are unaware of any facts or circumstances which
                                         might give rise to any of the foregoing.



 





	 	(f)   	Absence of Litigation. Except as disclosed
    in the Company’s public filings, there is no action, suit, claim, proceeding, inquiry or investigation before or by
    any court, public board, government agency, self-regulatory organization or body
    pending or, to the knowledge of the
    Company or any of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries, or their officers
    or directors in their capacity as such, that could have a material adverse effect. Schedule 3(f) contains a complete list
    from the Company and summary description of any pending or, to the knowledge of
    the Company, threatened proceeding against or affecting the Company or any of
    its subsidiaries, without regard to whether it would have a material adverse effect. The Company and its subsidiaries are
    unaware of any facts or circumstances which might give rise to any of the foregoing.



 





	 	(g)    	Acknowledgment Regarding Buyer’ Purchase
of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers
with respect to this Agreement and the transactions contemplated hereby.
The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to this Agreement and the transactions contemplated
hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement
and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the
Buyer’ purchase of the Securities.



 





	 	(h) 	No Integrated Offering. Neither the Company,
nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in
any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act
of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other
issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable
to the Company or its securities.



 





	 	(i)   	Title to Property. The Company and its
subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property
owned by them which is material to the business of the Company and its subsidiaries, in each case
free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(i) The Company is to complete
schedule or such as would not have a material adverse effect. Any real property and facilities held under lease by the Company
and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a
material adverse effect.











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	 	(j)	
Intellectual Property. The Company or
one of its subsidiaries owns, free and clear of all Liens, or has a valid right to use, all Intellectual Property (A) that covers
the products presently sold or under development in the conduct of the business of the Company or its subsidiaries and (B) used
or held for use in, or necessary to conduct, the business and operations of the Company
and its subsidiaries as presently conducted. When used herein, “Lien” shall mean any pledge, lien, charge,
option, hypothecation, mortgage, security interest, adverse right, prior assignment, license, sublicense or any other
encumbrance of any kind or nature whatsoever, whether contingent or absolute, or any agreement, option, right or privilege
(whether by Law, contract or otherwise) capable of becoming any of the foregoing.
When used herein, “Intellectual Property” shall mean all intellectual
property and industrial property rights and rights in confidential information of every kind and description throughout the world,
including all United States, Canadian and foreign (a) patents, patent applications, invention disclosures, and all related continuations,
continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof (“Patents”),
(b) registered or unregistered trademarks, service marks, names, corporate names, trade names, domain names, logos, slogans, trade
dress, design rights, and other similar designations of source or origin, together with the
goodwill symbolized by any of the foregoing (“Trademarks”), (c) copyrights and copyrightable subject
matter (“Copyrights”), (d) rights in computer programs (whether in source
code, object code, or other form), algorithms, databases, compilations and data, technology
supporting the foregoing, and all documentation, including user manuals and training
materials, related to any of the foregoing (“Software”), (e) trade secrets and all
other confidential information, ideas, know-how, inventions, proprietary processes, formulae, models, and methodologies,
(f) rights of publicity, privacy, and rights to personal information, (g) moral rights
and rights of attribution and integrity, (h) all rights in the foregoing and in other similar intangible assets and (i) all applications
and registrations for the foregoing.



 





	 	(k) 	Investment Company. The Company is not
an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended, and
the rules and regulations of the SEC thereunder.



 


	 	(l)     	
General Solicitation. Neither the Company
nor, to its knowledge, any person acting on its
behalf, has offered or sold any of the securities contemplated in this Agreement by any form of “general solicitation”
within the meaning of Regulation D under the 1933 Act.






 















		(m)	Form
                                         D and Blue Sky Filings. The Company agrees to file one or more Forms D with the
                                         SEC and all required state securities agencies on a timely basis as required under
                                         Regulation D under the 1933 Act and applicable state blue sky laws, rules and
                                         regulations.



 





	 	(n)   	Bad Actor.
    No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended
    on the basis of being a "bad actor" as that term is established in the September 19, 2013 Small Entity Compliance
    Guide published by the Securities and Exchange Commission. Buyer undertakes same
    claim.



 





	 	(o) 	Public
Disclosure. The Company has timely filed all forms, reports, statements and documents, including financial statements and
management’s discussion and analysis required to be filed by the Company under applicable U.S. Securities Laws and the rules
and policies of any applicable stock exchange or quotation system. None of the documents filed by or on behalf of the Company
on the EDGAR system, as of their respective dates (and, if amended or superseded by a filing prior to the date hereof, then
on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.



 




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	 	(p)  	
Breach of Representations and Warranties by
the Company. If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition
to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under the Note.






 


		3.	Covenants.



 


		(a)	Expenses.
                                         At the Closing, the Company shall reimburse Buyer for expenses incurred by
                                         them in connection with the negotiation, preparation, execution, delivery and
                                         performance of this Agreement and the other agreements to be executed in connection herewith
                                         (“Documents”), including, without limitation, reasonable attorneys’
                                         and consultants’ fees and expenses,
                                         transfer agent fees, fees for stock quotation services, fees relating to any amendments
                                         or modifications of the Documents or any consents or waivers of provisions in the Documents,
                                         fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring
                                         the transactions contemplated by the Documents to a maximum of US$2,500. If requested,
                                         the Company must pay these fees directly, otherwise the Company must make immediate payment
                                         for reimbursement to the Buyer for all fees and expenses immediately upon written notice
                                         by the Buyer or the submission of an invoice by the Buyer. The Holder may deduct all
                                         such fees and expenses from the Purchase Price of the Note when funded.



 





	 	(b)	Listing. The Company shall promptly secure
the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any,
upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns
any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion
Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the
Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on
the OTCP or any equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”),
the Nasdaq SmallCap Market (“Nasdaq SmallCap”), the New York Stock
Exchange (“NYSE”), or the American Stock Exchange (“AMEX”) and will comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or rules of the FINRA and such exchanges, as
applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the OTCP and any other exchanges
or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing
on such exchanges and quotation systems.



 





	 	(c) 	Corporate Existence. So long as the Buyer
beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of
the Company’s assets, except in the event of a merger or consolidation or sale
of all or substantially all of the Company’s assets, where the surviving or
successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments
entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the
OTCP, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.



 





	 	(d)	No Integration. The Company shall not
make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the
Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any
other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or
its securities.



 




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		(e)	Information.
                                         The Buyer and its advisors, if any, have
                                         been, and for so long as the Note remain
                                         outstanding will continue to be, furnished with all materials relating to the
                                         business, finances and operations of the Company and materials relating to the
                                         offer and sale of the Securities which have been requested by the Buyer or its advisors
                                         and the Company’s responses thereto have been and will continue to be full, plain
                                         and true disclosure.. The Buyer and its advisors,
                                         if any, have been, and for so long as the
                                         Note remain outstanding will continue to
                                         be, afforded the opportunity to ask questions of the Company.



 





	 	(f)  	Public Disclosure. So long as the Buyer beneficially
    owns any Note or Conversion Shares, the Company shall timely file all forms, reports, statements and documents, including
    financial statements and management’s discussion and analysis required to be filed by the Company under applicable U.S.
    Securities Laws and the rules and policies of any applicable stock exchange or
    quotation system. None of the documents filed by or on behalf of the Company on the EDGAR system, as of their respective dates
    (and, if amended or superseded by a filing prior to the date hereof, then on the
    date of such filing), shall contain any untrue statement of a material fact or omitted to state a material fact required to
    be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not
    misleading.






 


		(g)	Breach
                                         of Covenants. If the Company breaches any of the covenants set forth in this Section
                                         3, and in addition to any other remedies available to the Buyer pursuant to this Agreement,
                                         it will be considered an event of default under the Note.



 


		4.	Governing
                                         Law; Miscellaneous.



 


		(a)	Governing
                                         Law.
                                         This Agreement shall be governed by and construed in accordance with the laws
                                         of the state of Delaware without regard to principles of conflicts of laws. Any action
                                         brought by either party against the other concerning the transactions contemplated by
                                         this Agreement shall be brought only in the Province of Ontario. The parties to this
                                         Agreement hereby irrevocably waive any objection to jurisdiction and venue of
                                         any action instituted hereunder and shall
                                         not assert any defense based on lack of jurisdiction or venue or based upon forum non
                                         conveniens. In the event that any provision of this Agreement or any other agreement
                                         delivered in connection herewith is invalid or unenforceable under any applicable statute
                                         or rule of law, then such provision shall
                                         be deemed inoperative to the extent that
                                         it may conflict therewith and shall be deemed modified to conform with such statute or
                                         rule of law. Any such provision which may
                                         prove invalid or unenforceable under any
                                         law shall not affect the validity or enforceability of any
                                         other provision of any agreement. Each party hereby irrevocably waives personal
                                         service of process and consents to process being served in any suit, action or proceeding
                                         in connection with this Agreement or any other Transaction Document 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 Agreement and agrees that
                                         such service shall constitute good and sufficient service of process and notice
                                         thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
                                         process in any other manner permitted by law.



 





	 	(b) 	Counterparts; Signatures by Facsimile. This
    Agreement may be executed in one or more counterparts, each of which shall be
    deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts
    have been signed by each party and delivered to the other party.
    This Agreement, once executed by a party, may be delivered to the other
    party hereto by facsimile or other electronic transmission of a copy of this Agreement bearing the signature of the party
    so delivering this Agreement.



 





	 	(c)  	Headings. The headings of this Agreement
    are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.



 




    	 	8	 



    	 



    

 


		(d)	Severability.
                                         In the event that any provision of this Agreement is invalid or unenforceable
                                         under any applicable statute or rule of law,
                                         then such provision shall be deemed inoperative to the extent that it may conflict
                                         therewith and shall be deemed modified to conform with such statute or rule of law.
                                         Any provision hereof which may prove invalid or unenforceable under any law shall
                                         not affect the validity or enforceability of any other provision hereof.



 





	 	(e)   	Entire Agreement; Amendments. This Agreement
and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein
and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other
than by an instrument in writing signed by the majority in interest of the Buyer.



 





	 	(f)  	Notices. All notices, demands, requests,
consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified
herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with
charges prepaid, (iv) via electronic mail or (v) transmitted by hand delivery, telegram, or
facsimile, addressed as set forth below or to such other address as such party shall have
specified most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received) or delivery via electronic mail, or the first business day
following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses
for such communications shall be:






 





If
to the Company, to:


 


Hemp
Naturals Inc.


16950
North Bay Road


Suite 18033


Sunny
Isles Beach, FL 33160


Attn: 


 





If
to the Buyer:


 


Bellridge
Capital LP 


515
E. Las Olas Boulevard, Suite 120A


Fort Lauderdale, Florida 33301


Attn:
Robert Klimov


 


Each
party shall provide notice to the other party of any change in address.


 





	 	(g) 	Successors and Assigns. This Agreement shall
    be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer
    shall assign this Agreement or any rights or obligations hereunder without the prior written consent
of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities
in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1933 Act,
without the consent of the Company.











    	 	9	 



    	 



    




 


		(h)	Third
                                         Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto
                                         and their respective permitted successors and assigns, and is not for the benefit of,
                                         nor may any provision hereof be enforced
                                         by, any other person.



 





	 	(i)  	Survival. The representations and warranties
    of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding
    any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless
    the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to
    any breach or alleged breach by the Company of any of its representations, warranties or covenants set forth in this Agreement
    or any of its covenants or obligations under this Agreement, including advancement of expenses as they are incurred.



 





	 	(j) 	Further Assurances. Each party shall do and
    perform, or cause to be done and performed, all such further acts and things,
    and shall execute and deliver all such other agreements, certificates, instruments
    and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this
    Agreement and the consummation of the transactions contemplated hereby.



 





	 	(k) 	No Strict Construction. The language used
in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party.



 





	 	(l)   	Remedies. The Company acknowledges that
a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the
transaction contemplated hereby. Accordingly, the Company acknowledges that
the remedy at law for a breach of its obligations under this Agreement will be inadequate
and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall
be entitled, in addition to all other available remedies at law or in equity, and
in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of
this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of
showing economic loss and without any bond or other security being required.



 





IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above
written.





Hemp
Naturals Inc.


By:
/s/ Levi Jaconbson


Name:
Levi Jacobson


Title:
Chief Executive Officer 


 


 


BELLRIDGE
CAPITAL LP.


By:
Name:



Title:









    	 	10	 



    	 



    

 


AGGREGATE
SUBSCRIPTION AMOUNT:





	 	Aggregate
Principal Amount of Note:	 	US$65,000.00	 
	 	 	 	 	 
	 	Aggregate
Purchase Price:	 	US$58,500.00	 



 











Note
1: $65,000.00 less $6,500.00 in OID, less $5,000 in fees and other expenses.


 




    	 	11	 



    	 



    

 


A.


12%
CONVERTIBLE NOTE - $65,000.00


 


(attached)


 




    	 	1	 



    	 



    

 








Schedule
3(f)


 





None


 




    	 	2	 



    	 



    

 








Schedule
3(i)


 








None


 








    	 	3