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NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE

HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

“ACT”) OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY

INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE

MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF

EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT

AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND

SUCH LAWS.

CONVERTIBLE PROMISSORY NOTE

Principal Amount: $500,000.00

Issue Date: March 15, 2016

Maturity Date: March 15, 2017

For good and valuable consideration, HempAmericana, Inc. a Delaware corporation (“Maker”),

hereby makes and delivers this Promissory Note (this “Note”) in favor of Blackbridge Capital,

LLC, or its assigns (“Holder”), and hereby agrees as follows:

ARTICLE I.

PRINCIPAL AND INTEREST

Section 1.1 For value received, Maker promises to pay to Holder at such place as Holder or its

assigns may designate in writing, in currently available funds of the United States, the principal

sum of Five Hundred Thousand, Dollars. Maker’s obligation under this Note shall accrue interest

at the rate of Five percent (5.0%) per annum from the date hereof until paid in full. Interest

shall be computed on the basis of a 365-day year or 366-day year, as applicable, and actual days

lapsed. Accrual of interest shall commence on the first business day to occur after the Issue

Date and continue until payment in full of the principal sum has been made or duly provided for.

Section 1.2

All payments shall be applied first to interest, then to principal and shall be

credited to the Maker's account on the date that such payment is physically received by the Holder.

All principal and accrued interest then outstanding shall be due and payable

by the Maker to the Holder on or before March 15, 2017 (the “Maturity Date”).

Maker shall have no right to prepay all or any part of the principal under

this Note.

This Note is free from all taxes, liens, claims and encumbrances with respect

to the issue thereof and shall not be subject to preemptive rights or other similar rights of

shareholders of the Maker and will not impose personal liability upon the holder thereof.

In the event the Company is unable to pay back the Note in cash, the Holder

may elect to convert the note into shares pursuant to its right under Section 2.1

Section 1.3

This Note is issued as the Commitment Fee pursuant to Section 1. f of Securities

Purchase Agreement dated March 15, 2016, and attached below.

ARTICLE II.

CONVERSION RIGHTS; CONVERSION PRICE

Section 2.1

Conversion. The Holder or its assigns shall have the right, from time to time,

commencing on the Issuance Date of this Note, to convert any part of the outstanding interest or

Principal Amount of this Note into fully paid and non-assessable shares of Class A Common Stock

of the Maker (the “Conversion Stock”) at the Conversion Price determined as provided herein.

Promptly after delivery to Maker of a Notice of Conversion of Convertible Note in the form

attached hereto as Exhibit 1, properly completed and duly executed by the Holder or its assigns

(a “Conversion Notice”), the Maker shall issue and deliver to or upon the order of the Holder that

number of shares of C l a s s A Common Stock for the that portion of this Note to be converted

as shall be determined in accordance herewith.

No fraction of a share or scrip representing a fraction of a share will be issued on conversion, but

the number of shares issuable shall be rounded to the nearest whole share. The date on which

Notice of Conversion is given (the “Conversion Date”) shall be deemed to be the date on which

the Holder faxes or emails the Notice of Conversion duly executed to the Maker. Certificates

representing C l a s s A Common Stock upon conversion will be delivered to the Holder within

two (2) trading days from the date the Notice of Conversion is delivered to the Maker. Delivery

of shares upon conversion shall be made to the address specified by the Holder or its assigns in

the Notice of Conversion.

Section 2.2. Conversion Price. Upon any conversion of this Note, the Conversion Price shall equal

to Eighty Percent (80%) of the lowest Trading Price (defined below) during the Valuation Period

(defined below), and the Conversion Amount shall be the amount of principal or interest electively

converted in the Conversion Notice. The total number of shares due under any conversion notice

(“Notice Shares”) will be equal to the Conversion Amount divided by the Conversion Price.

On the date that a Conversion Notice is delivered to Holder, the Company shall deliver an

estimated number of shares (“Estimated Shares”) to Holder’s brokerage account equal to the

Conversion Amount divided by the product of (i) Eighty Percent (80%) and (ii) the lowest trading

price in the twenty trading days prior to the day the Holder requests conversion.

The “Valuation Period” shall mean twenty (20) Trading Days, commencing on the first Trading

Day following delivery and clearing of the Notice Shares in Holder’s brokerage account, as

reported by Holder (“Valuation Start Date”). If at any time, one or multiple times, during the

Valuation Period the sum of Estimated Shares and Additional Shares already delivered to Holder

is less than the Notice Shares, the company must immediately deliver enough shares equal to the

difference (“Additional Shares”). A Conversion Amount will not be considered fully converted

until the end of the Valuation Period for that Conversion Amount, as decreases in the Conversion

Price would require the issuance of more Additional Shares, and thereby the issuance of more

Notice Shares.

“Trading Price” means, for any security as of any date, any trading price on the OTC Bulletin

Board, or other applicable trading market (the “OTCBB”) as reported by a reliable reporting

service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the

OTCBB is not the principal trading market for such security, the price of such security on the

principal securities exchange or trading market where such security is listed or traded. “Trading

Day” shall mean any day on which the Class A Common Stock is tradable for any period on the

OTCBB, or on the principal securities exchange or other securities market on which the Class A

Common Stock is then being traded.

Section 2.3.

Reorganization, Reclassification, Merger, Consolidation or Disposition of

Assets. In case the Maker shall reorganize its capital, reclassify its capital stock, consolidate or

merge with or into another corporation (where the Maker is not the surviving corporation or where

there is a change in or distribution with respect to the Class A Common Stock of the Maker), or sell,

transfer or otherwise dispose of all or substantially all its property, assets or business to another

corporation and, pursuant to the terms of such reorganization, reclassification, merger,

consolidation or disposition of assets, shares of Class A Common Stock of the successor or

acquiring corporation, or any cash, shares of stock or other securities or property of any nature

whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of

Class A Common Stock of the successor or acquiring corporation (“Other Property”), are to be

received by or distributed to the holders of C l a s s A Common Stock of the Maker, then

Holder shall have the right thereafter to receive, upon conversion of this Note, the number of

shares of common stock of the successor or acquiring corporation or of the Maker, if it is the

surviving corporation, and Other Property receivable upon or as a result of such reorganization,

reclassification, merger, consolidation or disposition of assets by a holder of the number of

shares of C l a s s A Common Stock into which this Note is convertible immediately prior

to such event. In case of any such reorganization, reclassification, merger, consolidation or

disposition of assets, the successor or acquiring corporation (if other than the Maker) shall

expressly assume the due and punctual observance and performance of each and every covenant

and condition of this Note to be performed and observed by the Maker and all the obligations and

liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined

in good faith by resolution of the Board of Directors of the Maker) in order to provide for

adjustments of the number of shares of Class A Common Stock into which this Note is

convertible which shall be as nearly equivalent as practicable to the adjustments provided for in

this Section 2.3(a). For purposes of this Section 2.3(a), “common stock of the successor or

acquiring corporation” shall include stock of such corporation of any class which is not preferred

as to dividends or assets over any other class of stock of such corporation and which is not subject

to redemption and shall also include any evidences of indebtedness, shares of stock or other

securities which are convertible into or exchangeable for any such stock, either immediately or

upon the arrival of a specified date or the happening of a specified event and any warrants or other

rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 2.3(a)

shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or

disposition of assets.

Section 2.4. Restrictions on Securities. This Note has been issued by the Maker pursuant to the

exemption from registration under the Securities Act of 1933, as amended (the “Act”). None of

this Note or the shares of Class A Common Stock issuable upon conversion of this Note may be

offered, sold or otherwise transferred unless (i) they first shall have been registered under the

Act and applicable state securities laws or (ii) the Maker shall have been furnished with an opinion

of legal counsel (in form, substance and scope reasonably acceptable to Maker) to the effect that

such sale or transfer is exempt from the registration requirements of the Act. Each certificate for

shares of Class A Common Stock issuable upon conversion of this Note that have not been so

registered and that have not been sold pursuant to an exemption that permits removal of the

applicable legend, shall bear a legend substantially in the following form, as appropriate:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE

SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR

OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER

THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH

OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN

AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS

OF THOSE LAWS.

Upon the request of a holder of a certificate representing any shares of Class A Common Stock

issuable upon conversion of this Note, the Maker shall remove the foregoing legend from the

certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such

request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the

Maker in form, substance and scope, to the effect that any such legend may be removed from

such certificate or

(b) a registration statement under the Act covering such securities is in effect.

Section 2.5. Reservation of Common Stock.

(a) The Maker covenants that during the period the Note is outstanding, it will

reserve from its authorized and unissued Class A Common Stock a sufficient number of

shares to provide for the issuance of Class A Common Stock of the Maker upon the

Conversion of the Note. The Maker further covenants that its issuance of this Note shall

constitute full authority to its officers who are charged with the duty of executing stock

certificates to execute and issue the necessary certificates for shares of Class A Common

Stock of the Maker issuable upon the conversion of this Note. The Maker will take all such

reasonable action as may be necessary to assure that such shares of Class A Common Stock

may be issued as provided herein without violation of any applicable law or regulation, or of

any requirements of the OTC

Bulletin Board (or such other principal market upon

which the Class A Common Stock of the Maker may be listed or quoted).

(b) The Maker shall not by any action, including, without limitation, amending its

certificate of incorporation or through any reorganization, transfer of assets, consolidation,

merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to

avoid the observance or performance of any of the terms of this Note, but will at all times in

good faith assist in the carrying out of all such terms and in the taking of all such actions as

may be necessary or appropriate to protect the rights of Holder against impairment.

Without limiting the generality of the foregoing, the Maker will (a) not increase the par

value of any shares of Class A Common Stock issuable upon the conversion of this Note

above the amount payable therefor upon such conversion immediately prior to such

increase in par value, (b) take all such action as may be necessary or appropriate in order

that the Maker may validly and legally issue fully paid and non-assessable shares of Class A

Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain all

such authorizations, exemptions or consents from any public regulatory body having

jurisdiction thereof as may be necessary to enable the Maker to perform its obligations under this Note.

Note is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the

continuing validity of this Note and the obligations of the Maker hereunder.

(d) Before taking any action which would cause an adjustment reducing the current

Conversion Price below the then par value, if any, of the shares of Class A Common Stock

issuable upon conversion of the Notes, the Maker shall take any corporate action which may

be necessary in order that the Maker may validly and legally issue fully paid and non-

assessable shares of such Class A Common Stock at such adjusted Conversion Price.

(e) Before taking any action which would result in an adjustment in the number of

shares of Class A Common Stock into which this Note is convertible or in the Conversion

Price, the Maker shall obtain all such authorizations or exemptions thereof, or consents

thereto, as may be necessary from any public regulatory body or bodies having jurisdiction

thereof.

(f) If at any time the Maker does not have a sufficient number of authorized and

available shares of Class A Common Stock for issuance upon conversion of the Note, then

the Maker shall call and hold a special meeting of its stockholders within forty-five (45)

days of that time for the sole purpose of increasing the number of authorized shares of Class

A Common Stock.

Section 2.6. Maximum Conversion.

The Holder shall not be entitled to convert on a Conversion Date that amount of the Notes in

connection with that number of shares of Class A Common Stock which would be in excess of the

sum of

(i) the number of shares of Class A Common Stock beneficially owned by the Holder and its

affiliates on Conversation Date, and (ii) the number of shares of Class A Common Stock issuable

upon the conversion of the Notes with respect to which the determination of this provision

is being made on a Conversion Date, which would result in beneficial ownership by the Holder

and its Affiliates of more than 9.99% of the outstanding shares of Class A Common Stock of the

Company on such Conversion Date. For the purposes of the provision to the immediately

preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d)

of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.

Section 2.7. Exchange for Qualified Offering Shares.

If, at any time during the term of this Note, Borrower chooses to file an offering under Form 1-A

with the Commission (“Reg A Offering”) and such is qualified by the Commission, Holder may

exchange the Note as subscription payment toward purchase of those shares offered for resale per

the Reg A Offering. In the event that Holder elects to exchange the note for purchase of shares

from the Reg A Offering, said shares shall be issued free of restrictive legend and will be deemed

qualified shares.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

Section 3.1. The Holder represents and warrants to the Maker:

(a)

The Holder of this Note, by acceptance hereof, agrees that this Note is being

acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note

or the Class A Common Stock issuable upon conversion hereof except under circumstances that

will not result in a violation of the Act or any application state securities laws or similar laws

relating to the sale of securities;

(b)

That Holder understands that none of this Note or the Class A Common Stock issuable

upon conversion hereof have been registered under the Securities Act of 1933, as amended (the

“Act”), in reliance upon the exemptions from the registration provisions of the Act and any

continued reliance on such exemption is predicated on the representations of the Holder set forth

herein;

(c)

Holder (i) has adequate means of providing for his current needs and possible

contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the substantial

economic risks of an investment in this Note for an indefinite period, (iv) at the present time, can

afford a complete loss of such investment, and (v) does not have an overall commitment to

investments which are not readily marketable that is disproportionate to Holder’s net worth, and

Holder’s investment in this Note will not cause such overall commitment to become excessive;

(d)

Holder is an “accredited investor” (as defined in Regulation D promulgated under

the Act) and the Holder’s total investment in this Note does not exceed 10% of the Holder’s net

worth; and

(e)

Holder recognizes that an investment in the Maker involves significant risks and

only investors who can afford the loss of their entire investment should consider investing in the

Maker and this Note.

Section 3.2

The Maker represents and warrants to Holder:

Organization and Qualification. The Maker and each of its Subsidiaries (as defined below),

if any, is a corporation duly organized, validly existing and in good 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 and conducted. The Maker and each of its Subsidiaries is duly qualified as a

foreign corporation to do business and is in good standing in every jurisdiction in which its

ownership or use of property or the nature of the business conducted by it makes such qualification

necessary except where the failure to be so qualified or in good standing would not have a Material

Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business,

operations, assets, financial condition or prospects of the Maker or its Subsidiaries, if any, taken

as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be

entered into in connection herewith. “Subsidiaries” means any corporation or other organization,

whether incorporated or unincorporated, in which the Maker owns, directly or indirectly, any

equity or other ownership interest.

Authorization; Enforcement. (i) The Maker has all requisite corporate power and authority

to enter into and perform this Note and to consummate the transactions contemplated hereby and

thereby and to issue the Class A Common Stock, in accordance with the terms hereof, (ii) the

execution and delivery of this Note by the Maker and the consummation by it of the transactions

contemplated hereby and thereby (including without limitation, the issuance of the Note and the

issuance and reservation for issuance of the Class A Common Stock issuable upon conversion or

exercise hereof) have been duly authorized by the Maker’s Board of Directors and no further

consent or authorization of the Maker, its Board of Directors, or its shareholders is required, (iii)

this Note has been duly executed and delivered by the Maker by its authorized representative,

and such authorized representative is the true and official representative with authority to sign this

Note and the other documents executed in connection herewith and bind the Maker accordingly,

and (iv) this Note constitutes, a legal, valid and binding obligation of the Maker enforceable

against the Maker in accordance with its terms.

Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance

and, upon conversion of the Note in accordance with its respective terms, will be validly issued,

fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect

to the issue thereof and shall not be subject to preemptive rights or other similar rights of

shareholders of the Maker and will not impose personal liability upon the holder thereof.

Acknowledgment of Dilution. The Maker understands and acknowledges the potentially

dilutive effect to the Class A Common Stock upon the issuance of the Conversion Shares upon

conversion of this Note. The Maker further acknowledges that its obligation to issue Conversion

Shares upon conversion of this Note is absolute and unconditional regardless of the dilutive

effect that such issuance may have on the ownership interests of other shareholders of the Maker.

ARTICLE IV.

EVENTS OF DEFAULT

Section 4.1. Default. The following events shall be defaults under this Note: (“Events

of Default”):

(a)

default in the due and punctual payment of all or any part of any payment of

interest or the Principal Amount as and when such amount or such part thereof shall become due

and payable hereunder; or

(b)

failure on the part of the Maker duly to observe or perform in all material respects

any of the covenants or agreements on the part of the Maker contained herein (other than those

covered by clause (a) above) for a period of 5 business days after the date on which written

notice specifying such failure, stating that such notice is a “Notice of Default” hereunder and

demanding that the Maker remedy the same, shall have been given by the Holder by registered or

certified mail, return receipt requested, to the Maker; or

(c)

any representation, warranty or statement of fact made by the Maker herein when

made or deemed to have been made, false or misleading in any material respect; provided,

however, that such failure shall not result in an Event of Default to the extent it is corrected by

the Maker within a period of 5 business days after the date on which written notice specifying

such failure, stating that such notice is a “Notice of Default” hereunder and demanding that the

Maker remedy same, shall have been given by the Holder by registered or certified mail, return

receipt requested; or

Section 4.5. Waiver of Past Defaults. The Holder may waive any past default or Event of

Default hereunder and its consequences but no such waiver shall extend to any subsequent or

other default or Event of Default or impair any right consequent thereon.

Section 4.6. Waiver of Presentment etc. The Maker hereby waives presentment, demand, notice,

protest and all other demands and notices in connection with the delivery, acceptance, performance

and enforcement of this Note, except as specifically provided herein.

ARTICLE V.

MISCELLANEOUS

Section 5.1. Notices. Any notice herein required or permitted to be given shall be in writing and

may be personally served or delivered by courier or sent by United States mail and shall be deemed

to have been given upon receipt if personally served (which shall include telephone line facsimile

transmission) or sent by courier or three (3) days after being deposited in the United States mail,

certified, with postage pre-paid and properly addressed, if sent by mail. For the purposes hereof,

the address of the Holder shall be 450 7^th Ave. Suite 609, New York, NY 10123; and the address

of the Maker shall be 78 Reade St, Suite 4FW, New York, NY, 10007. Both the Holder or its

assigns and the Maker may change the address for service by delivery of written notice to the other

as herein provided.

Section 5.2. Amendment. This Note and any provision hereof may be amended only by an

instrument in writing signed by the Maker and the Holder.

Section 5.3. Assignability. This Note shall be binding upon the Maker and its successors and

assigns and shall inure to be the benefit of the Holder and its successors and assigns; provided,

however, that so long as no Event of Default has occurred, this Note shall only be transferable in

whole subject to the restrictions contained in the restrictive legend on the first page of this Note.

Section 5.4. Governing Law. This Note shall be governed by the internal laws of the State of New

York, without regard to conflicts of laws principles.

Section 5.5. Replacement of Note. The Maker covenants that upon receipt by the Maker of

evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note, and

in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which

shall not include the posting of any bond), and upon surrender and cancellation of such Note, if

mutilated, the Maker will make and deliver a new Note of like tenor.

Section 5.6. This Note shall not entitle the Holder to any of the rights of a stockholder of the Maker,

including without limitation, the right to vote, to receive dividends and other distributions, or to

receive any notice of, or to attend, meetings of stockholder or any other proceedings of the Maker,

unless and to the extent converted into shares of C l a s s A Common Stock in accordance with

the terms hereof.

Section 5.7. Severability. 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.

Section 5.8. Headings. The headings of the sections of this Note are inserted for convenience only

and do not affect the meaning of such section.

Section 5.9. Counterparts. This Note may be executed in multiple counterparts, each of which

shall be an original, but all of which shall be deemed to constitute one instrument.

IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Maker as executed

this Note as of the date first written above.

HempAmericana, Inc.

By: Salvador Rosillo

Its: CEO

Acknowledged and Agreed:

Blackbridge Capital, LLC.

By: Alexander Dillon

Its: Managing Partner

EXHIBIT 1

CONVERSION NOTICE

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

TO:

The undersigned hereby irrevocably elects to convert US$

of the Principal Amount of

the above Note into Shares of C l a s s A Common Stock of HempAmericana, Inc., according to

the conditions stated therein, as of the Conversion 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 taxes

payable with respect thereto and is delivering herewith such certificates and opinions as

reasonably requested by the Maker in accordance therewith. No fee will be charged to the

Holder for any conversion, except for such transfer taxes, if any.

Conversion Date:

Applicable Conversion Price: $

Signature:

Name:

Address:

Tax I.D. or Soc. Sec. No:

Principal Amount to be converted:

US$

Amount of Note unconverted:

US$

Number of shares of Class A Common Stock to be issued: