SECURITIES PURCHASE AGREEMENT
ThisSECURITIES PURCHASE AGREEMENT (the "Agreement"),dated as ofMarch 14, 2019,by andbetweenHEMPNATURALS, INC., a Delaware corporation, with its address at 16950 North BayRoad, Suite 1803,Sunny Isles Beach, Florida 33160 (the "Company"), andPOWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite216, Great Neck, NY 11021 (the "Buyer").
WHEREAS:
A. The Company and the Buyer areexecuting anddelivering this Agreement inreliance upon the exemption from securities registration affordedby the rules and regulations aspromulgated by theUnited States Securities and Exchange Commission(the "SEC")under the Securities Act of 1933, as amended (the "1933 Act"); and
B. Buyer desires to purchase and the Company desires to issue andsell, upon the terms and conditions set forth inthis Agreement a convertible note of theCompany, inthe formattached hereto as Exhibit A, in the aggregateprincipal amount of $68,000.00(together with any note(s) issued in replacement thereof or as adividend thereon orotherwise with respect thereto in accordance withthe terms thereof, the "Note"), convertible into shares of common stock, $0.0001 par value per share, of the Company (the "Common Stock"), upon the terms and subject to thelimitations and conditions set forth in such Note.
NOW THEREFORE, the Company and the Buyerseverally (and not jointly) hereby agree as follows:
1. Purchase and Sale of Note.
a. Purchase of Note. On the Closing Date(as definedbelow), the Company shall issue and sellto the Buyer andthe Buyer agreesto purchase from the Company such principalamount of Noteas is set forth immediately below theBuyer's name on thesignature pages hereto.
b. Form ofPayment. On theClosing Date(as definedbelow), (i) the Buyer shall pay the purchase price forthe Note to be issued and sold to it at theClosing (as defined below) (the "Purchase Price") by wire transfer of immediately available fundsto the Company, in accordance with the Company's written wiring instructions, against delivery ofthe Note inthe principal amount equal to thePurchase Price as isset forthimmediately below the Buyer's name on the signaturepages hereto, and
(ii) the Company shall deliver such duly executedNote on behalf ofthe Company, tothe Buyer, against delivery of such Purchase Price.
c. Closing Date.Subject tothe satisfaction (or written waiver) ofthe conditions thereto set forth inSection 6 and Section 7 below,the date and timeofthe issuanceand sale ofthe Note pursuanttothis Agreement (the "Closing Date") shall be 12:00 noon, Eastern StandardTime on or aboutMarch 18, 2019, orsuch other mutually agreed upon time. The closing ofthe transactions
contemplatedby this Agreement (the "Closing") shall occur on theClosing Date atsuch location as may be agreed to by the parties.
2. Buyer's Representations and Warranties.TheBuyer representsandwarrants tothe Company that:
a. Investment Purpose. As ofthe date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant tothe Note (such shares of Common Stock being collectively referred to herein asthe "ConversionShares" and,collectivelywiththe Note, the "Securities")foritsownaccount andnotwith a present viewtowards the public sale ordistribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act.
b. Accredited Investor Status. The Buyer is an "accredited investor" as thatterm is defined in Rule 501(a) of Regulation D(an "Accredited Investor").
c. Reliance onExemptions. TheBuyer understands that the Securities are being offered and soldto it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and thatthe Company is relying uponthe truth andaccuracy of,and the Buyer's compliance with,the representations, warranties, agreements, acknowledgments and understandings ofthe Buyer set forth herein in orderto determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.
d. Information. The Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed tothe public prior to or promptly following such disclosure to the Buyer.
e. Legends. The Buyer understandsthat the Note and, until such timeas the ConversionShares havebeen registeredunder the 1933 Act; ormay be sold pursuant to an applicable exemption from registration,the Conversion Sharesmay bear arestrictive legend insubstantially the following form:
"THE SECURITIES REPRESENTED BY THISINSTRUMENT HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE"SECURITIES ACT"), ORUNDER ANY STATESECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATEDOR OTHERWISE TRANSFERREDUNLESS (1) AREGISTRATION STATEMENT WITHRESPECT THERETO IS EFFECTIVE UNDER THESECURITIES ACTAND ANY APPLICABLESTATE SECURITIES LAWSOR (2) THEISSUER OFSUCH SECURITIES RECEIVES AN OPINION OF COUNSELTO THE HOLDER OF SUCH SECURITIES, WHICH COUNSELAND OPINION ARE REASONABLY ACCEPTABLE TO THEISSUER'S TRANSFER AGENT, THATSUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE
TRANSFERRED WITHOUT ANEFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTAND APPLICABLE STATE SECURITIES LAWS."
The legendset forth aboveshall be removed and the Company shall issue a certificate withoutsuch legend to the holder ofany Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) suchSecurity is registered for sale under aneffective registration statement filed under the 1933 Act or otherwisemay be soldpursuant to an exemption from registration without any restriction as tothe number of securities as of aparticular date that can then beimmediately sold, or(b) such holder provides the Company with an opinionofcounsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale ortransfer of such Securitymay be made without registration under the 1933 Act, which opinion shall be acceptedby the Company sothat the sale ortransfer iseffected. The Buyer agreesto sell all Securities, including those represented by a certificate(s) from which the legend hasbeen removed, incompliance with applicable prospectus delivery requirements, if any.In theevent that theCompany does not accept the opinion of counsel provided bythe Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will beconsidered an Event of Default pursuant to Section 3.2 of the Note.
f. Authorization; Enforcement. This Agreementhas been duly and validly authorized.This Agreement has been duly executed anddelivered on behalf ofthe Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.
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 (asdefined below), if any, is a corporation duly organized, validlyexisting and ingood 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 andconducted. "Subsidiaries" means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.
b. Authorization; Enforcement. (i) The Company has all requisite corporate power and authority toenter into and perform this Agreement,the Note and toconsummate the transactions contemplated hereby and thereby andto issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery ofthis Agreement, the Note by the Company and the consummation by it ofthe transactions contemplated hereby and thereby (including without limitation, the issuance ofthe Note andthe issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercisethereof) havebeen duly authorizedby the Company's Board ofDirectors and no furtherconsent or authorization of the Company, its Boardof 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 isthe true andofficial representative with authority to sign this Agreement and the other documents executed in connection herewith and bind theCompany 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 andbinding obligation of the Company enforceable against the Company in accordance with itsterms.
c. Capitalization. As of the datehereof, the authorized common stock of the Company consists of 324,125,983 authorized shares of CommonStock, $0.0001 par valuepershare, of which 1,200,000,000shares are issued and outstanding; and 2,979,189 shares are reserved for issuanceupon conversion ofthe Note. All ofsuch outstanding shares ofcapital stock are, orupon issuance willbe, duly authorized, validly issued, fully paid and non-assessable.
d. Issuance of Shares.The Conversion Shares are duly authorized andreserved forissuance and,upon conversion of theNote in accordance with its respective terms, will be validly issued, fullypaid and non-assessable, and free from all taxes, liens, claims and encumbrances withrespect to theissue thereof and shall not be subject to preemptive rights orother similarrights of shareholders of the Company and will not impose personal liabilityupon the holder thereof.
e. No Conflicts. The execution, delivery and performance of this Agreement, theNote bythe Company andthe consummation by the Company ofthe transactionscontemplated hereby andthereby (including, without limitation, the issuance and reservation for issuanceof the Conversion Shares) will not (i)conflict with orresult in a violation of any provision ofthe Certificate ofIncorporation orBy-laws, or(ii) violate orconflict with, orresult in abreach ofany provision of,or constitute a default(or an event which withnotice or lapse oftime orboth could become a default) under, orgive to othersany rights oftermination, amendment, acceleration orcancellation of, any agreement,indenture, patent, patent license or instrument to whichthe Company or any of its Subsidiaries is a party, or (iii)result in aviolation ofany 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) applicableto the Company orany ofits Subsidiaries orby which any property orasset ofthe Company orany ofits Subsidiaries isbound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate,have aMaterial Adverse Effect). The businesses ofthe Company and itsSubsidiaries, if any, are not being conducted, and shall not beconducted solong asthe Buyer ownsany of theSecurities, in violation of any law, ordinance or regulation of anygovernmentalentity. "Material Adverse Effect" means any material adverseeffect on the business, operations, assets, financial condition or prospects ofthe Company orits Subsidiaries, ifany, taken as a whole, or onthe transactions contemplated herebyorby theagreements or instruments to beentered intoin connection herewith.
f. SEC Documents;Financial Statements. The Company has filed allreports, schedules, forms, statements and otherdocuments required tobe filed by itwith the SEC pursuant to the reporting requirements of the SecuritiesExchange Act of 1934, as amended (the "1934 Act") (all ofthe foregoing filed prior to thedate hereof and all exhibits included therein and financial statements and
schedulesthereto anddocuments (other thanexhibits to suchdocuments) incorporated by reference therein, being hereinafter referred toherein asthe "SECDocuments"). Upon written requestthe Company willdeliver to the Buyer trueand complete copies of theSEC Documents, except for such exhibits and incorporated documents. As oftheir respective dates or ifamended, as ofthe dates ofthe amendments, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicabletotheSEC Documents, and none of the SEC Documents, at the time they were filed with the SEC,contained any untrue statement of a material fact or omittedto state a material fact required tobe statedtherein or necessary in order to make the statements therein, inlight ofthe circumstances under which they weremade, not misleading. None of the statementsmade in any such SEC Documents is, or has been, required tobe amended or updated under applicable law (except for such statements as havebeen amended or updated in subsequent filings prior thedate hereof). As oftheir respective dates or ifamended, as ofthe dates of the amendments, the financial statements of the Company includedin the SECDocuments complied as to form in all material respects with applicable accountingrequirements and the published rules and regulations of the SEC with respectthereto. Such financial statementshave been prepared in accordancewith United States generally accepted accounting principles, consistently applied, during the periods involved and fairlypresent in all material respects the consolidated financialposition ofthe Company and its consolidatedSubsidiariesas of the dates thereof and the consolidated results of their operations andcash flows forthe periods then ended (subject, in thecase of unaudited statements, to normal year-end audit adjustments). The Companyis subject to thereporting requirements of the 1934 Act.
g. Absence of Certain Changes. Since August 31, 2018,except as set forth inthe SEC Documents, there has been no material adversechange and no material adverse development inthe assets, liabilities, business, properties, operations, financialcondition, results of operations, prospects or 1934 Act reportingstatus of the Company or any of itsSubsidiaries.
h. Absence of Litigation.Except as set forth in the SEC Documents, there is no action, suit,claim, proceeding, inquiry or investigation before or by anycourt, public board, government agency, self-regulatory organization or bodypending or,to theknowledge ofthe Company or any of its Subsidiaries,threatened against oraffecting the Company orany ofits Subsidiaries,ortheir officers or directors in theircapacity as such,that could have a Material Adverse Effect.The Company and its Subsidiaries are unaware of any facts or circumstanceswhich might give rise to any ofthe foregoing.
i. No Integrated Offering. Neither the Company, norany of its affiliates, nor any person acting on its or their behalf, has directly or indirectlymade any offers or sales in anysecurity orsolicited any offersto buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securitiesto the Buyer.The issuance ofthe 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.
j. No Brokers. The Company has taken noaction which wouldgive rise to any claim by anyperson for brokerage commissions,transaction fees or similar payments relating tothis Agreement or the transactions contemplated hereby.
k. NoInvestment Company. The Company isnot, and uponthe issuance and sale of the Securities as contemplatedby this Agreement will not be an "investment company" required to be registered under the Investment Company Act of1940 (an "Investment Company").The Company is not controlled by an Investment Company.
l. Breach of Representations and Warrantiesby the Company. If the Company breaches any of the representations or warranties set forth in this Section 3, and in additionto any other remedies available to the Buyer pursuant tothis Agreement, it will be considered an Event ofdefault under Section 3.4 ofthe Note.
a. BestEfforts. The Company shall use its best efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.
b. Form D;Blue Sky Laws. TheCompany agrees to timely make any filings required by federal andstate laws as aresult ofthe closing of the transactions contemplated by this Agreement.
c. Use of Proceeds. The Company shall use the proceeds forgeneral working capital purposes.
d. Expenses. At the Closing,the Company's obligation with respectto the transactions contemplated by this Agreement is to reimburse Buyer' expenses shall be $3,000.00 for Buyer's legal fees and due diligence fee.
e. Corporate Existence. So long asthe Buyer beneficially owns any Note, the Company shall maintain its corporateexistence and shallnot sell all or substantially all ofthe Company's assets, except with the prior written consent of the Buyer.
f. Breach of Covenants.If the Company breaches any of the covenants set forth inthis Section 4, and in additionto any other remedies available tothe Buyer pursuant to thisAgreement, itwill be considered an event of default under Section 3.4 of the Note.
g. Failureto Comply with the 1934Act. So long as the Buyer beneficially ownsthe Note, the Company shallcomply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.
h. Trading Activities. Neitherthe Buyer nor its affiliates has an open short position in the common stock ofthe Company and the Buyer agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedgingtransactions with respect to the common stock of the Company.
5. Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agentto issuecertificates, registered in thename ofthe Buyer orits nominee, forthe ConversionShares in suchamounts as specified from timeto timeby the Buyer to theCompany upon conversion of the Note in accordance withthe terms thereof (the "Irrevocable Transfer Agent Instructions").In the event that the Company proposes to replace its transfer agent, the Company shallprovide, priorto theeffective date ofsuch replacement, a fullyexecuted Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant tothis Agreement (including butnot limited to the provision to irrevocably reserve shares of Common Stock inthe Reserved Amount as such term is defined inthe Note) signed bythe successor transfer agent to Company and the Company. Priorto registration of the ConversionShares underthe 1933 Act or the date on whichthe Conversion Shares maybe sold pursuant to an exemption from registration, all such certificates shall bearthe restrictive legend specified in Section 2(e) of this Agreement. The Company warrants that:(i) no instruction otherthan the Irrevocable Transfer AgentInstructions referred to in thisSection 5, will be givenby the Company to its transfer agent and that theSecurities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement andthe Note; (ii) it willnot direct itstransfer agent not totransfer ordelay, impair, and/orhinder its transfer agent intransferring (or issuing)(electronically or in certificated form) any certificate for ConversionShares to be issuedto the Buyer upon conversion of or otherwise pursuant to theNote as and when required by theNoteand this Agreement; and (iii) it willnotfail to remove (or directs itstransfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issuedto the Buyer uponconversion of orotherwise pursuant to the Note as and when required by theNote and/orthis Agreement. Ifthe Buyer provides the Company and the Company'stransfer, at the cost of the Buyer, with an opinion of counsel in form, substance and scope customaryfor opinions in comparable transactions, tothe effectthat a public sale ortransfer of such Securitiesmay be made without registration underthe 1933 Act,the Company shall permit thetransfer, and, in thecase of the ConversionShares, promptly instruct itstransfer agent to issue one ormore certificates, free from restrictive legend, in suchname and in such denominations as specifiedby the Buyer. The Company acknowledges that abreach by it of its obligations hereunder willcause irreparable harmto the Buyer,by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges thatthe remedy at law for a breach of its obligations under thisSection 5may be inadequate and agrees, inthe event of a breach or threatened breach bythe Company of the provisions of this Section,that the Buyer shall beentitled,in additionto all other available remedies, to an injunction restraining any breach and requiring immediate transfer, withoutthe necessity of showing economic loss and without any bond or other security being required.
6. Conditions tothe Company'sObligation to Sell. The obligation ofthe Company hereunder to issue and sellthe Note to the Buyer at the Closing issubject to thesatisfaction, at orbefore the Closing Date of each of the following conditions thereto, provided that these conditions are forthe Company's sole benefit and may be waived by the Company at any time in its sole discretion:
the Company.
a. The Buyer shall have executed this Agreement and deliveredthe sameto
Section 1(b) above.
| b. | The Buyer shall have delivered the Purchase Price in accordancewith |
c. The representations and warranties of the Buyer shall betrue andcorrect in all material respects as of the date when made and asof the Closing Date as though made atthat time (except forrepresentations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in allmaterial respects withthe covenants, agreements andconditions required by this Agreement to be performed, satisfied or compliedwith by theBuyer at orprior to the Closing Date.
d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall havebeen enacted, entered, promulgated or endorsedby or in anycourt orgovernmental authority of competent jurisdiction or any self-regulatory organizationhaving authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
7. Conditions toThe Buyer'sObligation to Purchase.The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to thesatisfaction, at orbefore the Closing Date ofeach of the following conditions, provided that these conditions are for theBuyer's solebenefit and may be waived by the Buyer at any time in its sole discretion:
same to the Buyer.
a. The Company shall have executed this Agreement and delivered the
b. The Company shall havedelivered to the Buyer the duly executedNote (in such denominations as the Buyer shall request) in accordance with Section 1(b) above.
c. The Irrevocable Transfer Agent Instructions, in form andsubstance satisfactoryto the Buyer, shall havebeen deliveredto and acknowledged in writing bythe Company's Transfer Agent.
d. The representations and warranties ofthe Company shall be trueand correct in allmaterial respects as ofthe date whenmade and as ofthe Closing Date as though made at suchtime (except for representations and warranties that speak asof aspecific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to beperformed, satisfiedor complied with by theCompany at or prior tothe Closing Date.The Buyer shall have received a certificate or certificates, executedby the chief executive officer of the Company, dated as of the Closing Date, tothe foregoing effect and asto such other matters asmay be reasonably requested by the Buyer including,but not limitedto certificates with respect to the Board ofDirectors' resolutions relating to thetransactions contemplated hereby.
e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall havebeen enacted, entered, promulgated or endorsedby or in anycourt orgovernmental authority of competent jurisdiction or any self-regulatory organizationhaving authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
f. Noevent shallhave occurred which could reasonablybe expected to have a Material AdverseEffect on the Company including butnot limited to achange inthe 1934 Act reporting status ofthe Company or the failure ofthe Company to be timely in its 1934 Act reporting obligations.
g. The ConversionShares shall havebeen authorized for quotation on anexchange orelectronic quotation system andtrading in the CommonStock onsuch exchange orelectronic quotation system shall not have been suspended by the SEC or anexchange or electronic quotation system.
| 8. | Governing Law; Miscellaneous. |
a. Governing Law.This Agreement shall begoverned by and construed in accordance with the laws of the State of Virginia withoutregard to principles ofconflicts of laws. Anyaction brought by either party against theother concerning the transactions contemplatedby thisAgreement shall bebrought only inthe state courts ofNew York or inthe federalcourts located inthe Eastern District ofNew York. Theparties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defensebasedon lack of jurisdiction or venue or based uponforum non conveniens. The Company and Buyer waive trialby jury. The prevailing party shall beentitled to recover from the otherparty its reasonable attorney's fees andcosts. 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 extentthat itmay conflicttherewith and shall be deemed modifiedto conform with such statute or rule of law. Any such provision whichmay prove invalid or unenforceable under any law shall not affectthe validity or enforceabilityof any other provision of any agreement.Each party hereby irrevocably waivespersonalservice ofprocessand consents to process being served in any suit, action or proceeding in connection withthis Agreement, theNote or anyrelated document or agreement bymailing a copythereof via registered or certified mail or overnight delivery (with evidence ofdelivery) tosuch party atthe address ineffect fornotices to it under this Agreement and agreesthat such service shallconstitute good and sufficient service of process and noticethereof. Nothing contained
herein shall be deemedto limit in any way any right to serve process in any other manner permitted by law.
b. Counterparts. This Agreement may be executed in one ormore 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 beensigned byeach party and delivered to the other party.
c. Headings. Theheadings ofthis Agreement are for convenienceof reference only and shall not form part of, or affect the interpretation of, this Agreement.
d. Severability.Inthe event that any provision of this Agreement is invalid orunenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative tothe extent that it may conflict therewith and shall bedeemed modified to conform withsuch statute orrule of law.Any provision hereof which may prove invalid orunenforceable under any law shall not affect the validity or enforceability of any other provision hereof.
e. Entire Agreement; Amendments. This Agreement and the instrumentsreferenced herein contain the entire understanding ofthe parties with respect to the matters covered herein and therein and, except asspecifically set forthherein ortherein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respectto suchmatters. No provision ofthis Agreement may be waived oramended other than by an instrument in writing signed by the majority in interest ofthe 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 orcertified, return receipt requested, postage prepaid, (iii) deliveredby reputable air courier service with charges prepaid, or (iv) transmitted byhand delivery,telegram, or facsimile, addressed as set forth below orto such other address as such party shall have specifiedmost recentlyby written notice.Any notice orother communication required or permittedto be givenhereunder shall be deemedeffective (a) upon hand delivery or delivery byfacsimile, withaccurate confirmation generated by the transmitting facsimile machine, at the address or numberdesignated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where suchnotice is tobe received) or (b) on the second business day following the date of mailing by expresscourier service, fullyprepaid, addressed to such address, or upon actual receipt of suchmailing, whichever shall first occur. The addresses for such communications shall be as set forth inthe heading of this Agreement with a copyby fax onlyto (which copy shall not constitute notice)to Naidich Wurman LLP, 111 Great NeckRoad, Suite 214, GreatNeck, NY 11021, Attn: AllisonNaidich, facsimile: 516-466-3555, e-mail:Each party shall provide notice to the other party of any change in address.
g. Successors and Assigns. This Agreement shall be binding upon andinure to the benefit ofthe parties and their successors and assigns. Neither the Company nor theBuyer shall assign this Agreement or any rights or obligationshereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign itsrights hereunder to any person that purchases Securities in aprivate transaction fromthe Buyer or to any of its"affiliates," asthat term is defined under the 1934 Act, without the consent of the Company.
h. Survival. Therepresentations and warranties of theCompany andthe agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conductedby or onbehalf ofthe Buyer. TheCompany agrees to indemnify and holdharmless the Buyer and all their officers,directors, employees and agents for loss ordamage arising as a result of or related to anybreach or alleged breachby the Company of any ofits representations, warranties andcovenants set forth in this Agreement or any of its covenants and obligations under this Agreement,including advancement of expenses as they are incurred.
i. Further Assurances.Each party shall do andperform, or cause tobe done andperformed, all such further acts and things, and shallexecute and deliver all such other agreements,certificates, instruments and documents, as the other party may reasonably request in order to carry outthe intent andaccomplish the purposes ofthis Agreement and the consummation of the transactionscontemplated hereby.
j. NoStrict Construction.The languageused inthis Agreement will be deemedto bethe languagechosen bythe parties to express their mutual intent, and no rules of strict construction will be applied against any party.
k. Remedies.The Company acknowledges that abreach by it of its obligations hereunder will cause irreparable harmto 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 bytheCompany of the provisions of this Agreement,thatthe Buyer shall be entitled, in additionto all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing orcuring any breach ofthis Agreement and to enforce specifically the terms andprovisions hereof, without the necessity of showing economic loss and without any bond or other security being required.
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IN WITNESS WHEREOF, the undersigned Buyer and the Company have causedthis Agreement tobe duly executed as of thedate first above written.
HEMP NATURALS, INC.
By:/s/ Levi Jacobson
Levi Jacobson
Chief Executive Officer
POWER UPLENDING GROUP LTD.
By: Name: Curt Kramer
Title: Chief Executive Officer 111 Great Neck Road, Suite 216 Great Neck, NY 11021
| AGGREGATE SUBSCRIPTION AMOUNT: | |
| Aggregate Principal Amount of Note: | $68,000.00 |
| Aggregate Purchase Price: | $68,000.00 |
