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


 


US
$110,000.00


 


FOOTHILLS
EXPLORATION, INC.


10%
CONVERTIBLE REDEEMABLE NOTE


DUE
JULY 23, 2020


 


FOR
VALUE RECEIVED, Foothills Exploration, Inc. (the “Company”) promises to pay to the order of GS CAPITAL PARTNERS, LLC
and its authorized successors and Permitted Assigns, defined below, (“Holder”), the aggregate principal face
amount One Hundred Ten Thousand Dollars exactly (U.S. $110,000.00) on July 23, 2020 (“Maturity Date”) and to
pay interest on the principal amount outstanding hereunder at the rate of 10% per annum commencing on July 23, 2019. This Note
contains a $10,000 such that purchase price shall be $100,000.00. The interest will be paid to the Holder in whose name this Note
is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest
on, this Note are payable at 30 Broad Street, Suite 1201, New York, NY 10004, initially, and if changed, last appearing on the
records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment
and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted
or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the
records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder
and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or
wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein. Permitted Assigns
means any Holder assignment, transfer or sale of all or a portion of this Note accompanied by an Opinion of Counsel as provided
for in Section 2(f) of the Securities Purchase Agreement.


 


This
Note is subject to the following additional provisions:


 


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


 




    	 	 	 



    	 



    

 


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


 


3.
This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (“Act”),
applicable state securities laws and Sections 2(f) and 5(f) of the Securities Purchase Agreement. Any attempted transfer to a
non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company
and any agent of the Company may treat the person in whose name this Note is duly registered on the Company’s records as
the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall
be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth
in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prequalified prospective transferee
of this Note, also is required to give the Company written confirmation that this Note is being converted (“Notice of
Conversion”) in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of
such Notice of Conversion shall be the Conversion Date. All notices of conversion will be accompanied by an Opinion of Counsel.


 


4.
(a) The Holder of this Note is entitled, at its option, at any time following the 180th daily anniversary of this Note,
to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common
stock (the “Common Stock”) at a price (“Conversion Price”) for each share of Common Stock
equal to 55% of the lowest closing price of the Common Stock as reported on the National Quotations Bureau
OTC Markets exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in
the future (“Exchange”), for the twenty prior trading days including the day upon which
a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered together with an Opinion of
Counsel, by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time
if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the
Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock
to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Accrued, but unpaid interest shall
be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the
number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s
Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders
to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending
this increase. In the event the Company experiences a DTC “Chill” on its shares, the Conversion Price shall be
decreased to 45% instead of 55% while that “Chill” is in effect. If the Company fails to maintain the share reserve
at the 4x discount of the note 120 days after the issuance of the note, the conversion discount shall be increased by 10%.
In no event, shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common
Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of
the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor).


 




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


 


(c)
Upon cash payment for this note, the then outstanding principal balance of this Note may be prepaid at the following prices:


 


	PREPAY
    DATE	 	PREPAY
    AMOUNT
	<=
    60 days 	 	125%
    of principal plus accrued interest
	61-120
    days 	 	135%
    of principal plus accrued interest
	121-180
    days 	 	145%
    of principal plus accrued interest


 


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


 


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


 


(e)
In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with
which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this
Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares
of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other
change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise
of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions
shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash,
the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.


 




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


 


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


 


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


 


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


 


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


 


(b)
Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements
heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or
the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or


 


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


 


(d)
The Company shall (1) admit in writing its inability to pay its debts generally as they mature; (2) make an assignment for the
benefit of creditors or commence proceedings for its dissolution; (3) apply for or consent to the appointment of a trustee, liquidator
or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent
to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state
laws as applicable; or


 


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


 




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


 


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


 


(h)
Intentionally Deleted


 


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


 


(j)
Intentionally Deleted;


 


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


 


(l)
The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder, provided,
however, that any such request be in writing and contains the Holder’s calculations for the share reserve.


 


(m)
The Company shall be delinquent in its periodic report filings with the Securities and Exchange Commission (exclusive of any extension
filing period pursuant to Rule 12b-25 of the Securities Exchange Act of 1934); or


 


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


 


Then,
or at any time thereafter, unless cured within 10 days (except for 8(k)), and in each and every such case, unless such Event of
Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default)
at the option of the Holder and in the Holder’s sole discretion, the Holder may consider this Note immediately due and payable,
without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby
expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder
may immediately, and without expiration of any period of grace, enforce any and all of the Holder’s rights and remedies
provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default
interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest
permitted by law. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%. Further,
if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled
to use the lowest closing bid price during the delinquency period as a base price for the conversion. For example, if the lowest
closing bid price during the delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to
convert future conversions at $0.005 per share.


 




    	 	5	 



    	 



    

 


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


 


Make-Whole
for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the
conversion shares by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder
incurs a Failure to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable
to the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:


 


Failure
to Deliver Loss = [(Highest VWAP for the 30 trading days on or after the day of exercise) x (Number of conversion shares)]


 


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


 


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


 


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


 


11.
The Company represents that it is not a “shell” issuer and that if it previously has been a “shell” issuer
that at least 12 months have passed since the Company has reported Form 10 type information indicating it is no longer a “shell
issuer.


 




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12.
The Company shall issue irrevocable transfer agent instructions reserving 4,444,000 shares of its Common Stock for conversions
under this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve
shall be cancelled. The Company shall pay all transfer agent costs associated with issuing and delivering the share certificates
to Holder. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. The company should
at all times reserve a minimum of four times the amount of shares required if the note would be fully converted., provided, however,
that the Holder has sent to the Company at the appropriate times written instructions with respect to the share reserve amounts
pursuant to Section 8(l), above. The Holder may reasonably request increases from time to time to reserve such amounts. The Company
will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.


 


13.
The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits,
recapitalizations etc. This notice shall be given to the Holder as soon as practicable follow any such corporate actions in compliance
with the Company’s disclosure obligations under the Securities Exchange Act of 1934.


 


14.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury,
the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest
permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim
or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest
on this Note.


 


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


 


[Signature
Page Follows]


 




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


 


Dated:
July 23, 2019


 


	 	FOOTHILLS
    EXPLORATION, INC.
	 	 	 
	 	By:	                   
	 	 	B.P.
    Allaire
	 	Title:	CEO


 




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EXHIBIT
A


 


NOTICE
OF CONVERSION


 


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


 


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


 


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


 


Date
of Conversion: ______________________________________________________


Applicable
Conversion Price: _______________________________________________


Signature:
_____________________________________________________________


[Print
Name of Holder and Title of Signer]


Address:
_______________________________________________


                
_______________________________________________


 


SSN
or EIN: _______________________________________________


Shares
are to be registered in the following name: _______________________________


 


	Name:
    	 	 
	Address:
    	 	 
	Tel:
    	 	 
	Fax:
    	 	 
	SSN
    or EIN: 	 	 


 


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


 


Account
Name: __________________________________


Address:
_______________________________________


 




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