“Unless permitted under securities
legislation, the holder of this security must not trade the security before ______________, 2013”


“Without prior
written approval of the Canadian National Stock Exchange and compliance with all applicable securities legislation, the securities
represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of
the Canadian National Stock Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until _____________,
2013.”


HIGH 5 VENTURES
INC.


CONVERTIBLE DEBENTURE


2013 –
A – 


ISSUED TO:


PRINCIPAL AMOUNT: $
CADApril 12, 2013


For value received and subject to the
terms and conditions set forth herein, High 5 Ventures Inc. (the “Corporation”) hereby promises to pay
to (the “Holder”), the principal amount of Canadian  Dollars
($CAD) (the “Principal Amount”) in the manner hereinafter provided, together with all
other monies which may from time to time be owing hereunder or pursuant hereto.


		1.	Principal Payment



Subject
to the provisions of this debenture (the “Debenture”), the Principal Amount, together with interest thereon,
shall become due and payable on October 12, 2014 (the “Term”).


		2.	Interest



The Debenture
will bear interest at an annual rate of fifteen percent (15%) calculated on the last day of each month, computed from the date
hereof which shall be payable on a quarterly basis until payment in full of Principal Amount and interest owing hereunder or until
the date upon which the Principal Amount and interest hereunder is converted into Common Shares pursuant to the provisions of the
Debenture, whichever occurs first.


		3.	Conversion



		3.1	Corporation’s Right to Convert



At any
time prior to the Term, and subject to and upon compliance with the provisions of this section 3, all or part of the Principal
Amount together with all accrued interest thereon may, at the sole option of the Corporation, be converted into Common Shares of
the Corporation, (“Common Share or “Common Shares””) at the price of $0.25 (twenty-five cents) per
Common Share (the “Conversion Price”).


		3.2	Forced Conversion by the Corporation



In
the event that the Common Shares of the Corporation trade at $1.00 (one dollar) or above per Common Share on the Canadian National
Stock Exchange for 10 consecutive days at any time prior to the Term, then the Corporation shall convert at the Conversion Price
the Principal Amount together with all accrued interest.


		3.3	No Fractional Common Shares



Notwithstanding
anything herein contained, the Corporation shall in no case be required to issue fractional Common Shares upon the conversion of
the Debenture. If any fractional interest in a Common Share would be deliverable upon the conversion of the Debenture, the number
of Common Shares issuable to the Holder shall be rounded to the next lower whole number of Common Shares.


		3.4	Date of Conversion



As
promptly as practicable following the Date of Conversion, the Corporation shall issue or cause to be issued and deliver or cause
to be delivered to the Holder a certificate or certificates in the name of the Holder for the number of Common Shares deliverable
upon the conversion of the Debenture or portion thereof. Such conversion shall be deemed to have been effected immediately prior
to the close of business on the Date of Conversion and at such time the rights of the Holder under the Debenture, with respect
to the converted portion, as a holder thereof shall cease and the Holder shall be deemed to have become on such date the holder
of record of the Common Shares represented thereby. 


		3.5	Share capital modification



If the
Common Shares, as presently constituted, shall be changed into or exchanged for different numbers or kind of shares or other securities
of the Corporation or of an other Corporation, whether by reason of conversion, consolidation, amalgamation, merger, recapitalisation,
reclassification, split, reverse split, combination of shares or otherwise, then the Conversion Price shall be so changed, as the
case may be, and the applicable provisions of the Debenture shall be proportionally and automatically adjusted in order to preserve
to their fullest extent, the rights of the Holder pursuant to the Debenture, without creating a better or worse situation for the
Holder.


		3.6	Reservation of Sufficient Shares



The Corporation
shall at all times when the Debenture remains outstanding, reserve and keep available out of its authorised but unissued Common
Shares, for the purpose of effecting the conversion of the Debenture, such number of Common Shares sufficient to effect the conversion
hereof.


		3.7	Redemption



Prior
to the Term, the Corporation may, at its sole discretion, from to time redeem the Debenture in whole or in part by giving the Holder
as well as all other holders of all series of 2013-A Debentures, of which this Debenture forms a part, a 7 day written notice that
it is redeeming all the Series 2013-A Debentures at a price equal to the Principal Amount with accrued interest to the redemption
date (the “Redemption of the Debenture Prior to the Term”). In the event of the Redemption of the Debenture Prior to
the Term, the Corporation shall pay a penalty of 2% to the Holder (the “Pre-payment Penalty”).


		3.8	Option of Corporation to Remit Common Shares at Term



At Term
the Corporation may satisfy its obligations hereunder at its sole discretion either by payment in cash or by issuing such number
of Common Shares to the Holder equal to the Principal Amount together with all accrued interest thereon at the Conversion Price
excluding the Pre-payment Penalty.


		4.	Notice



Any notice
required or desired to be given hereunder or under any instrument supplemental hereto shall be in writing and may be given by personal
delivery, by facsimile, by email or by sending the same by registered mail, postage prepaid, to the Holder or to the Corporation
at their respective addresses set out below and, in the case of electronic communication, to the facsimile numbers and email addresses
set out below. Any notice so delivered shall be conclusively deemed given when personally delivered and any notice sent by facsimile
or email shall be deemed to have been delivered on the business day following the sending of the notice, and any notice so mailed
shall be conclusively deemed given on the fifth business day following the day of mailing, provided that in the event of a known
disruption of postal service, notice shall not be given by mail. Any address for notice or payments herein referred to may be changed
by notice in writing given pursuant hereto.


		5.	Binding Effect, Governing Law and Headings



The rights
and obligations of the Corporation and the Holder shall be binding upon and benefit the successors, assigns, heirs, and transferees
of the parties. The Debenture shall be governed by and construed in accordance with the laws of the Province of British Columbia
and the laws of Canada applicable therein. The division of the Debenture into sections and the insertion of headings are for convenience
of reference only and shall not affect the construction or interpretation of the Debenture.


		6.	Waiver and Amendment



Any provision
of the Debenture may be amended, waived or modified upon the written consent of the Corporation and the Holder.


		7.	Invalidity



Each of
the provisions contained in this Debenture is distinct and severable and a declaration of invalidity, illegality or unenforceability
of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any
other provision of the Debenture.


THE DEBENTURE
HOLDER HAS SPECIFICALLY REQUESTED THAT THIS DEBENTURE AND ALL RELATED DOCUMENTS BE DRAFTED ONLY IN THE ENGLISH LANGUAGE.


 


SIGNED
in Vancouver, British Columbia, thisday of _________, 2013.


 


 


	 	 	HIGH 5 VENTURES INC.
	 	 	 
	 	By:	 
	 	 	Bedo Kalpakian, Chief
Executive Officer and
	 	 	Chief Financial Officer









 


 


HIGH 5 VENTURES INC.


 


Suite 300, 570 Granville Street
Vancouver, B.C. V6C 3P1


 


c/o Mr. Bedo H. Kalpakian


 


PHONE:
604-681-1519 EXT 6106


FAX:604-681-9428


 


EMAIL:
INFO@HIGH5VENTURESINC.COM


 


 


	Address of holder:	ADDRESS
OF BENEFICIAL HOLDER:
	 	 
	 	 
	 	 
	 	 











 




    	 



    	 



    

“Unless permitted under
securities legislation, the holder of this security must not trade the security before November 24, 2013”


 


“Without
prior written approval of the Canadian National Stock Exchange and compliance with all applicable securities legislation, the securities
represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of
the Canadian National Stock Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until November 24,
2013.”


 


HIGH 5 VENTURES INC.


 


CONVERTIBLE DEBENTURE


 


2013 –
A – 


ISSUED TO:


PRINCIPAL AMOUNT: $
CAD                                                                                          July 23, 2013


For value received and subject to the
terms and conditions set forth herein, High 5 Ventures Inc. (the “Corporation”) hereby promises to pay
to (the “Holder”), the principal amount of Canadian  Dollars
($CAD) (the “Principal Amount”) in the manner hereinafter provided, together with all
other monies which may from time to time be owing hereunder or pursuant hereto.



 


		1.	Principal Payment 



 


Subject to the provisions
of this debenture (the “Debenture”), the Principal Amount, together with interest thereon, shall become due
and payable on January 23, 2015 (the “ Term”).


 


		2.	Interest 



 


The Debenture will bear interest
at an annual rate of fifteen percent (15%) calculated on the last day of each month, computed from the date hereof which shall
be payable on a quarterly basis until payment in full of Principal Amount and interest owing hereunder or until the date upon which
the Principal Amount and interest hereunder is converted into Common Shares pursuant to the provisions of the Debenture, whichever
occurs first.


 


		3.	Conversion 



 


		3.1	Subscriber’s Holder’s Right to Convert 



 


At any time prior to the
Term, and subject to and upon compliance with the provisions of this section 3, all or part of the Principal Amount together with
all accrued interest thereon may, at the sole option of the Holder, be converted into Common Shares of the Corporation, (“Common
Share or “Common Shares”) at the price of $0.25 (twenty-five cents) per Common Share (the “Conversion Price”).


 


		3.2	Forced Conversion by the Corporation 



 


In the event that the Common
Shares of the Corporation trade at $1.00 (one dollar) or above per Common Share on the Canadian National Stock Exchange for 10
consecutive days at any time prior to the Term, then the Corporation shall convert at the Conversion Price the Principal Amount
together with all accrued interest.


 


 


		3.3	No Fractional Common Shares 



 


Notwithstanding anything herein
contained, the Corporation shall in no case be required to issue fractional Common Shares upon the conversion of the Debenture.
If any fractional interest in a Common Share would be deliverable upon the conversion of the Debenture, the number of Common Shares
issuable to the Holder shall be rounded to the next lower whole number of Common Shares.


 


		3.4	Date of Conversion 



 


As promptly as practicable
following the Date of Conversion, the Corporation shall issue or cause to be issued and deliver or cause to be delivered to the
Holder a certificate or certificates in the name of the Holder for the number of Common Shares deliverable upon the conversion
of the Debenture or portion thereof. Such conversion shall be deemed to have been effected immediately prior to the close of business
on the Date of Conversion and at such time the rights of the Holder under the Debenture, with respect to the converted portion,
as a holder thereof shall cease and the Holder shall be deemed to have become on such date the holder of record of the Common Shares
represented thereby.


 


		3.5	Share capital modification 



 


If the Common Shares, as presently
constituted, shall be changed into or exchanged for different numbers or kind of shares or other securities of the Corporation
or of another Corporation, whether by reason of conversion, consolidation, amalgamation, merger, recapitalisation, reclassification,
split, reverse split, combination of shares or otherwise, then the Conversion Price shall be so changed, as the case may be, and
the applicable provisions of the Debenture shall be proportionally and automatically adjusted in order to preserve to their fullest
extent, the rights of the Holder pursuant to the Debenture, without creating a better or worse situation for the Holder.


 


		3.6	Reservation of Sufficient Shares 



 


The Corporation shall at all
times when the Debenture remains outstanding, reserve and keep available out of its authorised but unissued Common Shares, for
the purpose of effecting the conversion of the Debenture, such number of Common Shares sufficient to effect the conversion hereof.


 


		3.7	Redemption 



 


Prior to the Term, the Corporation
may, at its sole discretion, from to time redeem the Debenture in whole or in part by giving the Holder as well as all other holders
of all series of 2013-A Debentures, of which this Debenture forms a part, a 7 day written notice that it is redeeming all the Series
2013-A Debentures at a price equal to the Principal Amount with accrued interest to the redemption date (the “Redemption
of the Debenture Prior to the Term”). In the event of the Redemption of the Debenture Prior to the Term, the Corporation
shall pay a penalty of 2% to the Holder (the “Pre-payment Penalty”).


 


 


		3.8	At Term 



 


At Term the Corporation may
satisfy its obligations hereunder either by payment in cash or subject to provision 3.1 and 3.2 by issuing such number of Common
Shares to the Holder equal to the Principal Amount together with all accrued interest thereon at the Conversion Price excluding
the Pre-payment Penalty.


 


		4.	Notice 



 


Any notice required or desired
to be given hereunder or under any instrument supplemental hereto shall be in writing and may be given by personal delivery, by
facsimile, by email or by sending the same by registered mail, postage prepaid, to the Holder or to the Corporation at their respective
addresses set out below and, in the case of electronic communication, to the facsimile numbers and email addresses set out below.
Any notice so delivered shall be conclusively deemed given when personally delivered and any notice sent by facsimile or email
shall be deemed to have been delivered on the business day following the sending of the notice, and any notice so mailed shall
be conclusively deemed given on the fifth business day following the day of mailing, provided that in the event of a known disruption
of postal service, notice shall not be given by mail. Any address for notice or payments herein referred to may be changed by notice
in writing given pursuant hereto.


 


		5.	Binding Effect, Governing Law and Headings 



 


The rights and obligations
of the Corporation and the Holder shall be binding upon and benefit the successors, assigns, heirs, and transferees of the parties.
The Debenture shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of
Canada applicable therein. The division of the Debenture into sections and the insertion of headings are for convenience of reference
only and shall not affect the construction or interpretation of the Debenture.


 


		6.	Waiver and Amendment 



 


Any provision of the Debenture
may be amended, waived or modified upon the written consent of the Corporation and the Holder.


 


		7.	Invalidity 



 


Each of the provisions contained
in this Debenture is distinct and severable and a declaration of invalidity, illegality or unenforceability of any such provision
or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision of
the Debenture.


 


THE DEBENTURE HOLDER HAS
SPECIFICALLY REQUESTED THAT THIS DEBENTURE AND ALL RELATED DOCUMENTS BE DRAFTED ONLY IN THE ENGLISH LANGUAGE.




    	 



    	 



    

 


 


SIGNED
in Vancouver, British Columbia, thisday of _________, 2013.


 


 


	 	 	HIGH 5 VENTURES INC.
	 	 	 
	 	By:	 
	 	 	Bedo Kalpakian, Chief
Executive Officer and
	 	 	Chief Financial Officer









 


 


HIGH 5 VENTURES INC.


 


Suite 300, 570 Granville Street
Vancouver, B.C. V6C 3P1


 


c/o Mr. Bedo H. Kalpakian


 


PHONE:
604-681-1519 EXT 6106


FAX:604-681-9428


 


EMAIL:
INFO@HIGH5VENTURESINC.COM


 


 


	ADDRESS OF HOLDER	ADDRESS OF BENEFICIAL HOLDER