Warrant No.1001
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933,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 CRAZY INC.
(Incorporated under the laws of the State of Nevada)
This"CommonStock Purchase Warrant'', dated July 2,2014,("Warrant''), entitles ROY J MEADOWS, an individual, residing at 207 JASMINE LONGWOOD FLORIDA, or his successors or assigns,(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"),in whole or in part, up to twenty million (20,000,000) shares of common stock of the company(the"CommonStock"),which shall be fully paid and nonassessable securities of the Company (the"WarrantSecurities"),upon payment by the Holder, his successors or assigns, of the exercise price per share of Common Stock (the"ExercisePrice") of one-half cent ($0.005), andsubjectto theothertermsandconditionsherein.
1. Exercisability.This Warrant may be exercised beginning on the date which is one (1) year from the date hereof, in whole or in part, and up to the date which is five (5) years from the date hereof(the "ExercisePeriod"),or throughJuly2,2019,bypresentationandsenderhereoftotheCompany ofanoticeofelectiontopurchasedulyexecutedandaccompanied bypayment by checkor wiretransferof the Exercise Price for such shares to the Company at the Company's offices, or exercised in accordance withSection 6 below.Notwithstanding theabove, theHoldermay not exercise anywarrantsif,atthetime of such exercise, the amountof common stock issued upon exercise,when added to other shares ofCompany 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"OwnershipLimitation"), 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 a Reporting Company as defined as an issuer with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (the"ExchangeAct"), which is subject to the periodic and current reporting requirements of Section 13 or15(d)of the Securities Exchange Act and is thereinafter referred to as a SEC "Reporting Company."
2. MannerofExercise.Incaseofthepurchase oflessthan alltheWarrantSecurities,atthe requestoftheHoldertheCompanyshallcancelthisWarrant upon thesurrender 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,propertiesor rights underlying this Warrant shall be made forthwith without charge to the Holder including, without limitation, any tax that may be payable in
respect of the issuance thereof; provided, however, that the Company shall not be required to pay any tax in respect of income or capital gain of theHolder.
The CompanyshallcausetheWarrantSecuritiestobedeliveredtotheHolderwithinfive(5) business days of any Exercise by the Holder (the"Issuance"),together with a Board of Directors resolutionoftheCompany, and an attorney's opinion letter, provided at thesole expenseof theCompany, addressed to the Company's transferagent, verifying the validityof the Issuance to the Holder.
If and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receiveacertificateorcertificatesrepresentingthe WarrantSecurities sopurchased,uponpresentationand surrender to the Company of the firm of election to purchase attached hereto duly executed, and accompanied by payment of the purchaseprice.
| 3. | Adjustment in Number ofShares. |
A-Adjustment for Reclassifications.In case at any time or from time to time after the issue date the holders of the Common Stock of the Company(orany 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 dater 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 of shares of 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,retainedsuchsharesand/orallotheroradditionalstockandothersecuritiesandpropertyreceivable by him as aforesaid during such period, giving effect to all adjustments called for during such period.Inthe event of any such adjustment, the Exercise Price shall be adjusted proportionally.
AAdjustmentfor Reorganization,Consolidation, Merger.Incase ofanyreorganizationoftheCompany(oranyother corporationthe stock or other securitiesof which are at the time receivableon theexercise of this Warrant) after the issue date, orin case, after such date, the Company (or any such other corporation) shall consolidate with or merge intoanother corporation or convey all orsubstantiallyall ofitsassets to another corporation, thenandin eachsuch case the Holder of this Warrant, upon the exercise hereof as provided in Sectioninany time after the consummation of such reorganization, consolidation,merger or conveyance, shall be entitled to receive, in lieu of the stock or othersecurities orpropertyto whichsuch Holderwouldbe entitled had the Holder exercised this Warrant immediately priorthereto, all subjectto further adjustmentas provided herein; in eachsuch case, the terms of this Warrant shall be applicable to the shares of stock or other securities orproperty of any successor of the Company as the result of any reorganization,consolidation or merger, receivable uponthe exercise of this Warrant after consummation of any reorganization, consolidationof merger.
4. No Requirement to Exercised.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 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 this Warrant.
6. Cashless Exercise.In lieu of delivering the Exercise Price in Cash, Holder, at his 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 PaymentSharesas 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 thisWan·ant,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 Rule 144 and 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 Warrant in a Cashless Exercise transaction shall be deemed to have commenced on the date this Warrant was issued.
7.Exchange.This Warrant is exchangeable upon the surrender hereof by the HoldertotheCompanyfornewwarrantsofliketenorrepresentingintheaggregatetherighttopurchase thenumberofWarrantSecuritiespurchasable hereunder,eachofsuchnewwarrantstorepresenttherightto 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, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonablysatisfactory toitandreimbursementtothecompanyofallreasonable expensesincidentalthereto, 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. Elimination of Fractional Interests.TheCompanyshallnot be required toissuecertificates representingfractions ofsecurities upontheexerciseofthisWarrant,norshallitbe requiredtoissue scrip or paycash in lieu of fractional interests. Allfractionalinterestsshall be eliminated by rounding any fraction upto thenearest whole number of securities,properties or rightsreceivable upon exercise of this Warrant.
9. Reservation of Securities.The Company shall at all times reserve and keep available out of its authorizedsharesof 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 Principal Value, all shares of CommonStockand 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. Notices toHolder.If atanytimepriortotheexpirationofthisWarrantoritsexercise, any of the following events shalloccur:
(a) the Company shall take a record of the holders of any class of itssecurities
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 current or retained earnings, as indicated by
the accounting treatment of such dividend or distribution on the books of the Company; or
(b) the Company shall offer to all the holders of a class of itssecuritiesany additional shares of capital stock of the Company or securities convertible into or exchangeable forsharesofcapitalstockoftheCompany,oranyoptionorwarranttosubscribetherefor;or
(c) Adissolution,liquidationor windinup of theCompany ( otherthan in connection with a consolidation or merger)or a sale of all or substantially all of its 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,or entitledto vote on such proposed dissolution, liquidation, winding up orsale. Such notice shallspecify such recorddate or the date of closing the transfer books, as the case maybe.
11. Transferability.This Warrant may beTransferredorassigned bythe HolderwithoutnoticeorapprovalbytheCompany.
12. InformationalRequirements .The Company will transmit to the Holder such information, documents andreports asare generally distributed tostockholdersof the Company concurrently with the distribution 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 eachparty.
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 comt located in Texas or Nevada, in any action orproceedingarising outoforinconnectionwiththisWarrant,whereinsaidcourtshallapplyNevadalaw. TheCompanywaivespersonalserviceofanysunnnons, complaint orotherprocess inconnection withany 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 pennitted by law.
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. Attorneys Fees.In the event theInvestorsor 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)
IN WITNESSWHEREOF,theCompanyhascausedthisWrurnnttobeexecutedbythesignature ofitsOfficerwhosenameappearsbelowand to be delivered inDallas, Texas on this 2"" day of July, 2014.
TOTALLY HEMP CRAZYINC.
Acknowledged:
By: /s/ Roy J Meadows
Roy J Meadows
NOTICE OF EXERCISE TO: TOTALLY HEMP CRAZYINC.
(1) The undersigned hereby electstopurchase shares of thecommon
stock ofTotallyHempCrazyInc.,a Nevadacorporation(the"Company"),pursuant tothetermsof theattachedWarrant,andtenders herewithpayment of theexercisepricein full, togetherwithall applicable transfer taxes, if any; or
The undersigned hereby electstopurchase shares ofthecommon stockoftheCompanypursuanttothetermsofthecashlessexerciseprovisionssetforthinSection 6ofthe attached Warrant, andshall tenderpaymentofallapplicabletransfer taxes, ifany.
(2) PleaseissueacertificateorcertificatesrepresentingsaidsharesoftheCompany's commonstockinthenameoftheundersignedorinsuchothername as is specified below:
(Address)_
(Date) (Signature)
(Print name)_
