Warrant No.1003
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED("THEACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS,(ii)TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAWISAVAILABLE.
WARRANT
TOTALLY HEMP CRAZYINC.
(Incorporated under the laws of the State of Nevada)
This"CommonStock Purchase Warrant", datedFebruary 2, 2015,("Warrant"), entitlesDonnaRayburn,an individual, residing at 1756 Saddleback Ridge Road, Apopka, Florida 32703, or her successors or assign us, (the"Holder''),for value received, subject to the terms and conditions set forth herein, to purchase from Totally Hemp Crazy Inc., a Nevada corporation (the"Company"),its successors or assigns, in whole or in part,uptotenmillion(10,000,000)sharesofcommonstockoftheCompany(the"CommonStock"), whichshall be fully paid and nonassessable securities of the Company (the "Warrant Securities"), upon payment of an exercise price per share of Common Stock by the Holder, or her successors or assign us, of the lesser of(i)
$0.005 per share, or (ii) an eighty percent (80%) discount to the average of the five (5) lowest bid prices during the thirty (30) trading days prior to the date of exercise of the Warrant, in whole or in part (the"ExercisePrice"), and in accordance to the other terms and conditions herein.
1.Exercisability.This Warrant may be exercised beginning on the date which isone(1)year from the date hereof, in whole or in part, and up to the date which is three (3) years from the date hereof (the"ExercisePeriod"), or through February 2, 2018, by presentation and surrender hereof to the Company ofanotice ofelection topurchasedulyexecutedandaccompaniedbypayment bycheck orwire transfer of the Exercise Price for such shares to the Company at the Company's offices, or exercised in accordancewithSection6below.Notwithstanding the above,the Holder may notexercise anywarrantsif, at the time of such exercise,the amount of common stockissued upon exercise,when addedto othershares of Company common stock owned by the Holder or which can be acquired by Holder upon exercise or conversion of any other instrument, would cause the Holder to own more than nine and ninety-nine-tenths percent(9.99%)of the Company's outstanding common stock (the "Ownership Limitation"), which Ownership Limitation shall be reduced to four and ninety-nine-tenths percent(4.99%)of the Company's outstanding common stock should the Company become aReportingCompany as defined as an issuer with a class of securities registered under Section 12 or subject to Section15(d)of the Securities Exchange Act of1934,as amended (the"ExchangeAct"), which is subject to the periodic and currentrep01tingrequirements of Section 13 or15(d)of the Securities Exchange Act and is thereinafter referred to as a SEC"Reporting Company."
2. MannerofExercise.In caseofthepurchaseoflessthanalltheWarrantSecurities,attherequestof the HoldertheCompany shall cancel this Warrantuponthe surrender hereof and shallexecute and deliver a new warrant of like tenor for the balance of the Warrant Securities. Upon the exercise of this
Warrant, the issuance of certificates for securities, properties or rights underlying this Warrant shall be made forthwith without charge to the Holder including, without limitation, anytaxthat may be payable in respectoftheissuancethereof;provided,however,thattheCompanyshallnotberequiredtopayanytaxin respect of income or capital gain of theHolder.
The Company shall cause the Warrant Securities to be delivered to the Holder within five (5) business days of any Exercise by the Holder (the"Issuance"),together with a Board of Directors resolution oftheCompany,andanattorney'sopinionletter,providedatthesoleexpenseoftheCompany, addressedtotheCompany'stransferagent,verifyingthevalidityoftheIssuancetotheHolder.
If and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receiveacertificateorcertificatesrepresentingthe WarrantSecuritiessopurchased,uponpresentationand surrender to the Company of theformof election to purchase attached hereto duly executed, and accompanied by payment of the purchaseprice.
| 3. | Adjustment inNumber of Shares. |
A-Adjustment for Reclassifications.In caseat any time or from time to time after the issue date the holders of the Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (including cash) by way of stock split, spin- off, reclassification, combination of shares or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary's capital stock), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section1,shall be entitled to receive the amount of stock and other securities and property which such Holder would hold on the date of such exercise if on the issue date he had been the holder of record of the number ofsharesof Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the issue date, to and including the date of such exercise,retained suchsharesand/orallotheroradditionalstockandothersecuritiesandpropertyreceivableby him as aforesaid during such period, giving effect to all adjustments called for during such period. In the event of any such adjustment, the Exercise Price shall be adjustedproportionally.
B-AdjustmentforReorganization,Consolidation.Merger.In case ofany reorganizationoftheCompany(oranyothercorporationthestockorothersecuritiesofwhichm·eanthetimereceivableon the exercise ofthisWarrant) after the issue date, or incase, after such date, the Company(orany such other corporation) shallconsolidate with or merge intoanother corporationor convey allor substantially allof itsassetsto anothercorporation,then andin each suchcase the Holder ofthis Watrnnt,upon theexercise hereofasprovidedin Section1 at anytimeafter theconsummation ofsuch reorganization, consolidation, merger or conveyance, shallbeentitledtoreceive, in lieuof thestock or other securitiesorprope1ty to which such Holder wouldbe entitledhadthe Holder exercisedthis Warrant immediately prior thereto, all subject to furtheradjustment asprovidedherein; ineachsuchcase, thete1ms of this Warrant shall be applicable to the shares of stockor other securities or prope1ty of any successor of the Company as the result of any reorganization, consolidationor merger,receivable upon the exercise of this Warrant afterconsummation ofanyreorganization, consolidation ofmerger.
4. No Requirement to Exercise.Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to or in connection with the effectiveness of a registrationstatement.
| 5. | No Stockholder Rights.Unless and until this Warrant is exercised, this Warrant shall not |
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entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company, or to any other rights whatsoever except the rights herein expressed, and, no dividends shall be payable or accruein respect of thisWarrant.
6. Cashless Exercise.In lien of delivering the Exercise Price in Cash, Holder, at her option, may instruct the Company to retain, in payment of the Exercise Price, a number of the shares of Common Stock (the"PaymentShares") equal to the quotient of the aggregate Exercise Price of the Warrants then being exercised divided by the Market Price of such Payment Shares as of the date of exercise, and to deduct the number of Payment Shares from the shares of Common Stock to be delivered to such holder. For purposes of this Warrant, Market Price shall mean the closing bid price of the Company's common stock on the trading day immediately before the exercise date. Notwithstanding the above, this Section 6 shall only be applicable provided that the Company is trading on a recognized exchange on the date ofexercise.
For purposes of Rule144and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the Common Stock issued upon Exercise of this Warrant in a Cashless Exercise transaction shall be deemed to have been acquired at the time this Warrant was issued. Moreover, it is intended, understood and acknowledged that the holding period for the Common Stock issued upon Exercise of this Warrantin a Cashless Exercisetransactionshall be deemed to have commenced on the date this Warrant was issued.
7.Exchang e.Th i s Warrant is each anexchangeableuponthe surrender the hereof bytheHoldertotheCompanyfornewwan·antsofliketenorrepresentingintheaggregatetherighttopurchase thenumber ofWarrant Securitiespurchasablehereunder, each ofsuchnewwarrants torepresent the right to purchase such number of Warrant Securities as shall be designated by the Holder at the time of such surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,destructionor mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonablysatisfactory toitandreimbursementtothecompanyofallreasonableexpensesincidental thereto,and upon surrender and cancellation hereof, if mutilated, the Company will make and deliver a new warrant of like tenor and amount, in lieuhereof.
8. Eliminationof FractionalInterests.TheCompanyshallnot be requiredtoissuecertificatesrepresenting fractionsofsecurities upontheexerciseofthisWarrant,norshallit be required to issue scrip or pay cash in lieu of fractional interests. All fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of securities, properties or rights receivable upon exercise of this Warrant.
9. Reservation of Securities.The Company shall at all times reserve and keep available out of its authorized shares of Common Stock or other securities, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rightsasshallbeissuableupontheexercisehereof.TheCompanycovenantsandagreesthat,uponexercise ofthisWarrantandpaymentofthe PrincipalValue,all sharesof CommonStock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.
10. NoticestoHolder.IfatanytimepriortotheexpirationofthisWarrantoritsexercise,any ofthefollowingeventsshalloccur:
(a) the Company shall take a record of the holders of any class of itssecurities
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for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of cmTent or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or
(b) theCompany shall offer to all the holders of a class of itssecurities any additional shares of capital stock of the Company or securities convertible into or exchangeable forsharesofcapitalstockoftheCompany,oranyoptionorwarranttosubscribetherefor;or
(c)Adissolution, liquidation or winding up of the Company ( other than in connection with aconsolidation or merger) ora sale ofall orsubstantially allofits property, assets and business as an entirety shall be proposed, then, in any one or more said events, the Company shall give written notice of such event to the Holder at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend,distribution, convertible or exchangeable securities or subscription rights, orentitled tovote on such proposed dissolution, liquidation, windingupor sale.Suchnoticeshallspecifysuch recorddate or the dateof closing the transfer books, as the case may be.
11.Transferability.This Warrant may b e tran sferr ed or a ssi gn ed by t h e Holder without notice or approval by the Company.
12.InformationalRequirements ..The Company will transmit to the Holdersuch information, documentsand reportsas aregenerally distributed to stockholders ofthe Company concurrently with thedistribution thereof to such stockholders.
13. Notice.Notices to be given to the Company or the Holder shall be deemed to have been sufficiently given if delivered personally or sent by overnight courier or messenger, or by facsimile transmission, to the last known address for each party.
14, Consent to Jurisdiction and Service.The Company consents to the jurisdiction of any court of the State of Texas or Nevada, and of any federal court located in Texas or Nevada, in any action or proceeding arising out of or in connection with this Warrant, wherein said court shall apply Nevada law. The Company waives personal service of any summons, complaint or other process in connection with any such action or proceeding and agrees that service thereof may be made, by certified mail directed to the Company at the location provided in Section 13 hereof, or, in the alternative, in any other form or manner permitted byJaw.
15. Successors.All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective legal representatives, successors andassigns.
16. AttorneysFees.In the event the Investors or any holder hereof shall refer this Warrant to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting collection hereunder, including reasonable attorney's fees, whether or not suit isinstituted.
17.Governing Law.THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF NEVADA, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.
(Signature Page Follows)
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IN WITNESSWHEREOF,theCompanyhascausedthisWarranttobeexecutedbythesignature of its Officer whose name appears below and to be delivered in Dallas, Texas on this2""day of February,2015.
TOTALLY HEMP CRAZYINC.
A Nevada corporation
By :::::::::--=---
/s/ Jerry Grisaffi
Jerry Grisaffi, Founder, Secretary and Treasurer
Donna Rayburn
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NOTICE OF EXERCISE TO: TOTALLY HEMP CRAZYINC.
(1)The undersigned hereby electstopurchase shares ofthecommon stockofTotallyHempCrazyInc.,aNevadacorporation(the"Company"),pursuant to the termsof the attached Warrant, and tendersherewith paymentofthe exercise price in full, together withall applicable transfer taxes, if any; or
The undersigned hereby electstopurchase shares ofthecommon stockoftheCompanypursuanttothete1msofthecashlessexerciseprovisionssetforthinSection 6of the attachedWarrant, and shall tenderpayment ofallapplicable transfer taxes, ifany.
(2) Please issueacertificateorcertificatesrepresentingsaidsharesoftheCompany's commonstockinthenameoftheundersignedorinsuch othername as is specified below:
(Address)_
(Date) (Signature)
(Print name)_
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WARRANTS AND CONVERTIBLE NOTES
*WARRANT101 20,000,000SHARESTOROYJMEADOWS
*WARRANT 102 ----20,000,000 SHARES TO TOM SHUMAN
*WARRANT103---10,000,000 SHARESTODONNARAYBURN
PREFERRED A STOCK1,000,000 SHARES VOTES 400 TO1ANDCONVERTIBLE100 TO 1 NO PREFERRED BISSUED
A 1MILLION PLUS CONVERTIBLE NOTE TO ROY J MEADOWS
THE NOTE TO DONNA RAYBURN WAS PAID OFF WITH NO CONVERSION.
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