STOCK EXCHANGE AGREEMENT

This STOCK EXCHANGE AGREEMENT ("Agreement") is made and entered into as of May 3, 2016 ("Effective Date") by and among:

● JOLEN, Inc. ("JOLEN"), a Florida corporation, located at 550M Ritchie Highway #104, Severna Park, MD 21146;

● Michael Heilman, a natural person, residing at 433 Maureen Lane, Severna Park, MD 21146;

 

● World of Weed, Inc. ("WOWI"), a Colorado corporation, located at 6770 South Yosemite Street, Colorado 80112, for the purposes of representations and warranties; and

● All of the Stockholder of WOWI (the "Sellers"),

WHEREAS, JOLEN is a publicly traded company with a trading symbol of JOLE that operates as a holding company and currently having no subsidiary companies; and

WHEREAS, JOLEN has incurred debt in the form of convertible promissory notes ("Promissory Notes") (Attachment "B") that are owned by Mr. Heilman; and

WHEREAS, WOWI is engaged in cultivation, production and distribution of recreational and medical cannabis in Colorado; and

WHEREAS, JOLEN desires to acquire WOWI as a wholly owned subsidiary and to issue JOLEN Securities for such purpose; and

WHEREAS, the Sellers own all of the issued and outstanding equity securities of WOWI ("WOWI Securities") (Attachment "A"); and

WHEREAS, the Sellers desire WOWI to be acquired by JOLEN, and

WHEREAS, Mr. Heilman is willing to cancel 5,750,000 shares of JOLEN which he owns; and

WHEREAS, Mr. Heilman is willing to satisfy $290,511.00 which includes principal and interest of the Promissory Notes (Attachment "B") for 150,000 shares of JOLEN common stock and $84,000.00 in cash paid in twelve equal consecutive monthly installments of $7,000.00 each with the first payment due at Closing; and

NOW, THEREFORE, in consideration of the premises herein before set forth, in reliance hereon and the mutual promises and respective representations and warranties of the parties, one to another made herein, and the reliance of each party upon the other(s) based hereon and other good and valuable consideration, the receipt and sufficiency of which the parties respectively acknowledge, the parties agree, for purposes of consummating the transaction(s) contemplated herein, as follows:

 

 

ARTICLE I

Section 1.01. Recitals. The parties acknowledge the recitals herein above set forth in the Preamble are correct, and are, by this reference, incorporated herein and are made a part of this Agreement.

Section 1.02. Exhibits and Schedules. Exhibits (which are documents to be executed and delivered at the Closing by the party identified therein or in the provision requiring such delivery) and Schedules (which are attachments setting forth information about a party identified therein or in the provision requiring such attachment) referred to herein and annexed hereto are, by this reference, incorporated herein and made a part of this Agreement, as if set forth fully herein.

Section 1.03. Use of words and phrases. Natural persons may be identified by last name, with such additional descriptors as may be desirable. The words "herein," "hereby," "hereunder," "hereof," "herein before," "hereinafter" and any other equivalent words refer to this Agreement as a whole and not to any particular Article, Section or other subdivision hereof. The words, terms and phrases defined herein and any pronoun used herein shall include the singular, plural and all genders. The word "and" shall be construed as a coordinating conjunction unless the context clearly indicates that it should be construed as a copulative conjunction.

Section 1.04. Accounting terms. All accounting terms not otherwise defined herein shall have the meanings assigned to them under the "Tax Basis" method of accounting unless specifically referenced to regulatory accounting principles.

Section 1.05, Calculation of time lapse or passage; Action required on holidays. When a provision of this Agreement requires or provides for the calculation of the lapse or passage of a time period, such period shall be calculated by treating the day on which the event which starts the lapse or passage occurs as zero; provided, that this provision shall not apply to any provision which specifies a certain day for action or payment, e.g. the first day of each calendar month. Unless otherwise provided, the term "month" shall mean a period of thirty days and the term "year" shall mean a period of 365 days, except that the terms "calendar month" and "calendar year" shall mean the actual calendar period indicated. If any day on which action is required to be taken or payment is required to be made under this Agreement is not a Business Day (Business Day being a day on which national banks are open for business where the actor or payer is located), then such action or payment shall be taken or made on the next succeeding Business Day.

 

Section 1.06. Use of titles, headings and captions. The titles, headings and captions of articles, sections, paragraphs and other subdivisions contained herein are for the purpose of convenience only and are not intended to define or limit the contents of said articles, sections, paragraphs and other subdivisions.

 

Section 1.07. Definition of "Material Adverse Effect". The term "Material Adverse Effect", as used in this Agreement, shall mean any material adverse change in operating or financial condition, prospects (financial or otherwise), business, properties or assets, all of which are considered individually and in the aggregate.

 

 

 

ARTICLE Il

Section 2.01. Exchange of JOLEN Securities for WOWI Securities. JOLEN will deliver JOLEN Securities to the Sellers and Sellers will deliver WOWI Securities to JOLEN, as provided in Section 2.02.

Section 2.02. Number of shares to be exchanged.

Section 2.03. Federal income tax treatment. JOLEN and the Sellers intend the exchange described in Section 2.01 , above, to be treated as a tax free exchange for purposes of the Internal Revenue Code of 1986, as amended.

Section 2.04. Transaction costs. Each party shall pay all costs and expenses which it or he/she incurs in connection with this Agreement and the transactions contemplated hereby. The cost of canceling existing JOLEN certificates and/or issuing JOLEN certificates to the Sellers will be borne by the Sellers.

Section 2.05. Press releases. Any press release announcing or other public announcement of this transaction contemplated by this Agreement shall be issued by JOLEN subject to the prior written approval of the Sellers.

ARTICLE Ill

Section 3.01. Location, date and time of the Closing. The Closing of the transaction contemplated by this Agreement shall be on or before May 11, 2016, at 2:00 p.m. ("Closing Date"). The acts and deliveries which occur on the Closing Date for the purpose of consummating the transactions contemplated by this Agreement and the event itself are referred to herein as the "Closing".

 

Section 3.02. Sellers' deliveries at the Closing. At the Closing, Sellers will deliver: JOLEN, all the WOWI Securities (into escrow);

 

 

 

 

Section 3.03. WOWI's deliveries at the Closing. At the Closing, WOWI will deliver:

 

Section 3.04. JOLEN's deliveries at the Closing. At the Closing, JOLEN will deliver:

(a)

to the Sellers, the JOLEN Securities registered in the names of the respective

Sellers as set forth in Attachment "A" in the amount of 25,750,000 shares; and

(b)

to the Sellers, an action of written consent of Mr. Heilman as the sole director of JOLEN electing the following persons as directors of JOLEN:

i.

Anthony Russo

ii.

TBD

ii.

TBD

ii.

TBD

(c)

Officers' and Secretary's Certificates of JOLEN in the form set forth in Exhibits "C" and "D", respectively.

(d)

to Mr. Heilman 150,000 shares of JOLEN common stock

Section 3.05. Mr. Heilman's deliveries at Closing. At the Closing, Mr. Heilman will deliver:

(a) proof of cancellation of 5,750,000 shares of JOLEN common stock;

 

 

 

(b)  WOWI, the convertible Promissory Notes marked as "Fully Satisfied" under the conditions stated in Section 3.09(f); and

 

Section 3.06. Closing Memorandum and Receipts. As evidence that all parties deem the Closing to have been completed and the transactions contemplated by this Agreement to have been consummated, the parties jointly will execute and deliver a Closing Memorandum, in the form of Exhibit "E", acknowledging such completion and consummation.

Section 3.07. Waiver of conditions. Notwithstanding Section 10.03, any condition to the Closing which is to the benefit of any party and which is not satisfied prior to or at the Closing, excluding nevertheless any provision of this Agreement which by its terms is to be performed in the future, will be deemed to be waived by the benefited party or otherwise satisfied and waived by virtue of that party executing the Closing Memorandum, except to the extent any such unsatisfied or unperformed condition is expressly preserved by listing it in the Closing Memorandum for satisfaction or performance after the Closing.

 

Section 3.08. Further assurances. At any time and from time to time after the Closing, at the reasonable request of any party and without further consideration, any other party(ies) shall execute and deliver such other instruments and documents reæ sonably desirable or necessary to complete and confirm the transactions contemplated by this Agreement.

Section 3.09. Conditions precedent to Mr. Heilman's and JOLEN's obliaations to Close. All obligations of Mr. Heilman and of JOLEN hereunder are subject, at the option of JOLEN, to the fulfillment of each of the following conditions at or prior to the Closing, and WOWI and Sellers shall exert commercially reasonable efforts to cause each such condition to be so fulfilled:

 

 

(b)  WOWI, the convertible Promissory Notes marked as "Fully Satisfied" under the conditions stated in Section 3.09(f); and

 

Section 3.06. Closing Memorandum and Receipts. As evidence that all parties deem the Closing to have been completed and the transactions contemplated by this Agreement to have been consummated, the parties jointly will execute and deliver a Closing Memorandum, in the form of "Exhibit E" acknowledging such completion and consummation.

Section 3.07. Waiver of conditions. Notwithstanding Section 10.03, any condition to the Closing which is to the benefit of any party and which is not satisfied prior to or at the Closing, excluding nevertheless any provision of this Agreement which by its terms is to be performed in the future, will be deemed to be waived by the benefited party or otherwise satisfied and waived by virtue of that party executing the Closing Memorandum, except to the extent any such unsatisfied or unperformed condition is expressly preserved by listing it in the Closing Memorandum for satisfaction or performance after the Closing.

 

Section 3.08. Further assurances. At any time and from time to time after the Closing, at the reasonable request of any party and without further consideration, any other party(ies) shall execute and deliver such other instruments and documents reæ sonably desirable or necessary to complete and confirm the transactions contemplated by this Agreement.

Section 3.09. Conditions precedent to Mr. Heitman's and JOLEN's obliqations to Close. All obligations of Mr. Heilman and of JOLEN hereunder are subject, at the option of JOLEN, to the fulfillment of each of the following conditions at or prior to the Closing, and WOWI and Sellers shall exert commercially reasonable efforts to cause each such condition to be so fulfilled:

 

 

tively referred to as "Financial Statements" and presented in Attachment "M".

This space intentionally left blank

 

 

 

 

(h) Operating Expenses. Upon Closing, WOWI will be responsible for all operating expense of Jolene.

 

Section 3.10. Conditions precedent to the Sellers' obligation to Close. All obligations of the Sellers at the Closing are subject, at the option of the Sellers, to the fulfillment of each of the following conditions at or prior to the Closing, and JOLEN shall exert commercially reasonable efforts to cause each such conditions to be so fulfilled:

 

ARTICLE IV

Section 4.01. Representations and warranties of WOWI and each of the Sellers. WOWI and each of the Sellers represent and warrant, jointly and severally, to Mr. Heilman and to JOLEN, as follows:

(d) Each of the Sellers holds title to and has full power and authority to sell, assign and transfer his shares in WOWI without the approval or consent of any other person or party, and his share interest is not the subject of any security interest, hypothecation, lien or adverse interest.

 

(e) Except as disclosed on Attachment "F", to the best knowledge of WOWI and the Sellers, the execution of this Agreement and consummation of the transactions contemplated hereby does not conflict with and will not result in any material adverse consequences to or material breach of any agreement (financing or otherwise), mortgage, instrument, judgment, decree, law or governmental regulation, license, permit or authorization by WOWI or in the loss, forfeiture or waiver of any material rights, license, authorization or franchise owned by WOWI from which WOWI benefits or which is desirable in the conduct of WOWI's business.

 

 

 

 

(n) If WOWI has elected to be treated as a partnership for federal income tax purposes; has distributed all Forms K-1 to the persons entitled to receive them; and all taxes, including without limitation, income, property, motor vehicle tag, operating licenses, special assessments, sales, use, franchise, intangibles, employees' income withholding and social security taxes, including employer's contribution, other than those for which a return or deposit is not yet due and have been disclosed to Mr. Heilman and to JOLEN, imposed by the United States or any state, municipality, subdivision, authority, which are due and payable, and all interest and penalties thereon, unless disputed in good faith in proper proceedings and reserved for or set aside, have been paid in full and all tax returns required to be filed in connection therewith have been accurately prepared and timely filed and all deposits required by law to be made by WOWI with respect to employees' withholding and social security taxes have been made. WOWI is not and has no reason to believe that it will be the subject of an audit by any taxing authority. Except as set forth in Schedule 4.01 (n) here is not now in force any extension of time with respect to the date when tax return was or is due to be filed, or any waiver or agreement by WOWI for the extension of time for the assessment of any tax and WOWI is not a "consenting corporation" within the meaning of Section 341 (f)(l) of the Tax Code.

 

Section 4.02. Mr. Heilman's and JOLEN's representations and warranties. Mr. Heilman's and JOLEN represent and warrant to the Sellers that:

Section 4.03. Nature and survival of representation and warranties: Remedies. This Agreement and any certificate delivered pursuant to this Agreement delivered by or on behalf of WOWI and the Sellers or of Mr. Heilman and JOLEN and their respective officers, pursuant to the terms of this Agreement shall be deemed representations and warranties made by WOWI and the Sellers or by JOLEN, respectively, as the case may be, to each other under this Agreement. For purposes of this Section 4.03 only, any party or other person seeking to enforce, or claiming the benefit of, any representation and warranty under this Agreement is called a Claimant, and any party or other person against whom a right is claimed is called a Defendant. All representations and warranties of the parties shall survive the Closing; provided, however, that all representations and warranties shall terminate and expire, and be without further force and effect whatever from and after 365 days from the date hereof, and neither WOWI, the Sellers nor JOLEN shall have any liability whatsoever on account of any inaccurate representation or warranty or for any breach of warranty, unless a Claimant shall, on or prior to the expiration of such one year period, serve written notice on a Defendant, with a copy to the Defendant's counsel, setting forth in reasonable detail the breach and any direct, incidental or consequential damages (including amounts) the Claimant may have suffered as a result of such breach.

ARTICLE V

Section 5.01. Conduct of Business prior to Closing.

 

Section 5.02. Notice of changes in information. Each party shall give the other party prompt written notice of any change in any of the information contained in their respective representations and warranties made in Article IV, or elsewhere in this Agreement, or the exhibits and attachments referred to herein or any written statements made or given in connection herewith which occurs prior to the Closing.

Section 5.03. Notice of extraordinary chances. WOWI and the Sellers shall advise JOLEN with respect to any of the following events outside of ordinary course of business and which are materially adverse: (i) the entering into and cancellation or breach of contracts, agreements, licenses, commitments or other understandings or arrangements to which WOWI is a party, (ii) any changes in purchasing, pricing or selling policy, or, any changes in its sales, business or employee relations in general, and (iii) the filing or commencement of any litigation or governmental or agency proceedings against WOWI.

Section 5.04. Action to preserve WOWI's businesses and assets. Notwithstanding anything contained in this Agreement to the contrary, WOWI will not take or fail to take any action that in JOLEN's reasonable business judgment, is likely to give rise to a substantial penalty or a claim for damages by any third party against WOWI, or is likely to result in losses, or is otherwise likely to prejudice in any material respect or unduly interfere with the conduct of its business and operations in the ordinary course consistent with prior practice, or is likely to result in a breach by WOWI or the Sellers of any of the representations, warranties or covenants contained in this Agreement (unless any such breach is first waived in writing by JOLEN).

Section 5.05. Access to information and documents. Upon not less than forty-eight hours prior written notice and during regular business hours, WOWI will give to JOLEN, its attorneys, accountants and other representatives full access to its personnel (subject to reasonable approval as to the time thereof) and all properties, documents, contracts, books and records and will furnish copies of such documents (certified by officers, if so requested) and with such information with respect to its business, operations, affairs and prospects (financial and otherwise) as JOLEN may from time to time request, and the party to whom the information is provided will not improperly disclose the same prior to the Closing. WOWI will afford JOLEN an opportunity to ask questions and receive answers thereto in furtherance of its duly diligent examination of WOWI. Any such furnishing of such information or any investigation shall not affect that party's right to rely on the other party's representations and warranties made in this Agreement or in connection herewith or pursuant hereto, except to the extent that written disclosure of information at a variance or in conflict with any such representation or warranty is made and provides specific notice of such variance or conflict.

 

Section 5.06. Confidential treatment of information. The provisions of Attachment "N" shall be binding upon the parties.

Section 5.07. Cooperation bv the parties. Each party hereto shall cooperate and shall take such further action as may be reasonably requested by any other party in order to carry out the provisions and purposes of this Agreement. WOWI and the Sellers shall cooperate with JOLEN, and its independent public accountant, the cost of which shall be the responsibility of JOLEN, with respect to an audit of WOWI's consolidated financial statements and review of interim, stub period financial statements required to enable

JOLEN to file reports pursuant to the 1934 Act. This covenant shall survive the Closing.

ARTICLE VI

Section 6.01. Audit of WOWI's financial statements. As soon as practicable following the Closing, WOWI will engage a PCAOB (Public Company Accounting Oversight Board) qualified auditor to audit the financial statements of WOWI for the most recent two fiscal years and review the quarterly financial statements subsequent to the most recent fiscal year end.

Section 6.02. Mr. Heilman's Continuation in Management. Mr. Heilman will remain a director of JOLEN until the total cash payment for his New Convertible Promissory Notes has been completed as specified in Section 3.09(f) thereafter he is willing to remain a director of JOLEN at the request of JOLEN shareholders. Immediately upon the election of the new directors of JOLEN, they will appoint the new management team of JOLEN (the resulting parent company of WOW]), at which time Mr. Heilman will submit his resignation of all his management positions. Mr. Heilman is willing to consider and accept a management role/position at the election of the Board of Directors of Jolen.

ARTICLE VII

Section 7.01. Restricted stock. The Sellers acknowledge that the JOLEN Securities they receive as contemplated by this Agreement is a restricted security as defined in Rule 144 pursuant to the Securities Act and is subject to that rule with respect to public resale which will not be available until Rule 144(i)(2) with respect to a previous shell company is satisfied. The certificates representing the JOLEN Securities will carry an appropriate legend to this effect. The Sellers acknowledge that Rule 144 is unavailable for the sale of the JOLEN Securities and any securities JOLEN may otherwise issue into the public securities markets until JOLEN satisfies Rule 144(i)(2).

Accordingly, the parties acknowledge that in order for any existing or future Jolen common shares (not includin

g shares presently in CEDE) to be sold in the public market an S-1 registration statement must be filed with the Securities and Exchange Commission ("SEC") of the United States government.

The parties desire to complete an S-1 registration statement following the Closing. Mr. Heilman will coordinate the process based upon the information requested of and supplied by WOWI. All revenue streams, business, assets, etc. of WOWI to be placed in Jolen under this Agreement must be subject to such audit procedures, processes and standards as are required by securities laws and/or regulations applicable in the United States of America. Mr. Heilman will supervise the audit of Jolen (the corporate entity) and provide needed JOLEN corporate documentation, however full cost of the audit is to be borne by JOLEN.

The parties will act under a time frame appropriate to financial capability of WOWI to select an SEC attorney to prepare the S-1 and a SEC approved auditor to prepare the financial statement for the S-1 . Jackson Morris, Esq who is currently JOLEN's corporate attorney will be considered for the preparation of the S-1 and other SEC matters.

ARTICLE Vill

Section 8.01. Procedure for giving notices. Any and all notices or other communications required or permitted to be given under any of the provisions of this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered (excluding telephone facsimile and including receipted express courier and overnight delivery service) or mailed by first class certified U.S. mail, return receipt requested showing name of recipient, addressed to the proper party.

Section 8.02. Addresses for notices. For purposes of sending notices under this Agreement, the addresses of the parties are as follows:

 

As to WOWI and the Sellers before Closing:	Anthony Russo, Chief Executive Officer World of Weed, Inc. 6770 South Yosemite Street, Unit D Centennial, CO 80112
Copy to:	NONE ______________________ ______________________ ______________________

 

 

 

 

 

 

 

 

Attest:			JOLEN, Inc.
/s/ Jackson L. Morris			/s/ Michael Heilman
Jackson L. Morris			Michael Heilman, CEO

 

 

 

 

 

 

 

 

 

 

 

 

 

Attachment "E"

Wire Instructions for Michael Heilman

 

Bank Infoormation

 

Bank:

ABA:

SWIFT#:

 

Michael D. Hilman's Information

 

Account Number:

Routing Number:

 

Account Name:

Address:

 

Contact:

Phone:

Email:

 

 

BB&T (Branch Banking and Trust Company)  Contact Information

 

 

 

 

 

 

Exception Section 4.01 (e)

 

 

TRUST ACCOUNT:

 

 

ACCOUNT HOLDERS ADDRESS:

 

 

 

 

Attachment    "M"

Financial Statements

Financial Statements include:

(i)	unaudited consolidated financial statements of WOWI as of April 30, 2016 which shall not show any materially adverse results of operation, and

 

(ii)

copies of all licenses applied for and granted and/or applied for and in process by the various regulatory agencies needed by WOWI to conduct its business. Note A

(iii)

No tax returns have been filed.

Note A:

WOWI Inc. provides management, licensing, leasing and intellectual property services to dispensaries and grow operations. License(s) controlled by WOWI LLC will be disclosed to WOWI, Inc., Jolen, Inc. and Heilman.

 

 

Attachment "N"

Treatment of Confidential Information

The mutual objective of the parties under the Stock Exchange Agreement to which this Exhibit "G" is attached and incorporated by reference is to provide appropriate protection for Confidential Information while exchanging Confidential Information (defined below) for the parties' mutual benefit and maintaining their ability to conduct their respective business activities. Each party agrees the following terms apply when a party (the "Disclos^e er") discloses information to the other (the "Recipient") under this Agreement. The consideration for this Agreement is the disclosures which a party makes to the other in reliance on this Agreement.

 

 

"Employees and Agents" shall mean the employees, agents, representatives, consultants and independent contractors affiliated with each of us separately.

The Receiving Party may disclose Confidential Information nevertheless pursuant to a valid order issued by a court or government agency, provided that the Receiving Party provides the Disclosing Party (i) prior written notice of such obligation; and (ii) the opportunity to oppose such disclosure or obtain a protective order.

 

 

11.   The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's Confidential Information. The Disclosing Party acknowledges that the Receiving Party may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Accordingly, nothing in this Agreement prohibit the Receiving Party from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Receiving Party does not violate any of its obligations under this Agreement in connection with such development. Further, either party shall be free to use for any purpose the "residuals," provided that such party shall not use in any manner information that is considered Confidential Information under this Agreement and shall maintain the confidentiality of the Confidential Information as provided herein. The term "residuals" means ideas, concepts, know-how or techniques that may be generated, developed or conceived by the Receiving Party in connection with reviewing the Confidential Information and in no circumstance shall "residuals" be deemed to include Confidential Information. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals.

IN NO EVENT SHALL THE DISCLOSING PARTY BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION. None of the Confidential Information disclosed by the parties constitutes any representation, warranty, assurance, guarantee or inducement by either party to the other with respect to the infringement of trademarks, patents, copyrights; any right of privacy; or any rights of third persons.

 

EXHIBIT "A"

WOWI OFFICER's CERTIFICATE

The undersigned, Anthony C. Russo, CEO of World of Weed, Inc., a Colorado corporation (the "Corporation"), hereby each certifies that he is familiar with the Stock Exchange Agreement, dated May 3, 2016, (the 'Agreement"), between the Corporation and Mr. Heilman, Jolen, Inc. and the Stockholders of WOWI and, to the best of his knowledge. based on reasonable investigation:

IN WITNESS WHEREOF, the undersigned has executed this certificate thig May 11. 2016.

 

Anthony Russo

 

 

 

 

 

EXHIBIT "B"

WOWI SECRETARY'S CERTIFICATE

 

Pursuant to Section 3.03(a) of the Securities Exchange Agreement identified within.

l, Anthony Russo, the duly elected, qualified and acting CEO of World of Weed, Inc., a corporation duly organized, existing and in good standing under the laws of COP orado, (the "Corporation") do hereby certify that:

Name	Title	Signature
Anthony Russo	CEO/Secretary	/s/ Anthony Russo

 

 

 

IN WITNESS WHEREOF, I have executed this Certificate on May 1 , 2016.

 

EXHIBIT "C"

JOLEN OFFICER's CERTIFICATE

 

The undersigned, Michael Heilman, CEO of Jolen, Inc., a Florida corporation (the "Corporation"), hereby certifies that he is familiar with the Stock Exchange Agreement, (the "Agreement"), dated May 3, 2016 ("Effective Date"), among the Corporation, Mr. Heilman, World of Weed, Inc. and all the Stockholders of WOWI and, to the best of his knowledge, based on reasonable investigation:

IN WITNESS WHEREOF, the undersigned has executed this certificate this May 1 1 , 2016.

Michael Heilman, CEO

 

 

 

 

 

 

EXHIBIT "D"

JOLEN SECRETARY'S CERTIFICATE

 

l, Michael Heilman, the duly elected, qualified and acting CEO of Jolen, Inc., a corporation duly organized, existing and in good standing under the laws of Florida, (the "Corporation") do hereby certify that:

 

IN WITNESS WHEREOF, I have executed this Certificate on May 1 1 , 2016.

 

Exhibit "E"

CLOSING MEMORANDUM

The undersigned parties to that certain Stock Exchange Agreement dated May 3, 2016, ("Agreement") do hereby certify one to the other that;

o Section 3.09 (e ): (i) unaudited consolidated financial statements of WOWI as of April 30, 2016 which shall not show any materially adverse results of operation.

        3.   Capitalized terms herein have the meaning assigned to them in the Stock Purchase Agreement.

For the purposes herein set forth, the parties have executed this Memorandum at the date and time written above.

	JOLEN, Inc.
	By:	/s/ Michael Heilman
		Michael Heilman, Director

 

 

 

 

 

 

 

Exhibit "F"

New Convertible Promissory Note

 

 

 

 

 

 

WORLD OF WEED, INC.

 

CONVERTIBLE PROMISSORY NOTE

Number WOWI-MH-I

U.S. $84,000.00

May 3, 2016

 

FOR VALUE RECEIVED, World of Weed, Inc. ("Maker"), a company acquired by Jolen, Inc. under the Share Exchange Agreement dated May 3, 2016, promises to pay to Michael Heilman ("Holder") the sum of Eighty-Four Thousand Dollars and No Cents ($84,000.00) ("Note"), without interest in the installments paid monthly in the amount of $7,000.00 each installment for twelve months on the eleventh day of each month beginning May 11, 2016 with the entire unpaid balance due and payable in full on April 1 1, 2017 ("Maturity Date"). All payments will be paid directly to the Holder via wire transfer using Mr. Heilman's wire instructions in Attachment "A" and incorporated herein by reference. This Note is in partial satisfaction of Convertible Promissory Notes due to Michael Heilman by Jolen, Inc. for monies lent to Jolen Inc, for operational expenses over a period of time.

Maker hereby reserves the right to prepay this Note in whole or in part at any time and from time to time prior to the Maturity Date without premium or penalty.

Conversion of Note into Common Stock. The Holder of this Note is entitled, upon default of any portion of the installment payments, to convert all of the remaining Note into five million shares (5,000,000) (the "Conversion Shares") of common stock (the "Common Stock") in the Jolen, Inc. (or any new name of Jolen, Inc.) which is a publically traded company. Should Jolen, Inc. experience a stock split (forward or reverse), then the Conversion Shares will be so adjusted.

Any conversion of this Note shall be achieved by submitting to the Company the fully completed form of conversion notice attached hereto as Exhibit I (a "Notice of Conversion"), executed by the Holder of this Note evidencing such Holder's intention to convert this Note. A Notice of Conversion may be submitted via facsimile to the Company and if so submitted the original Notice of Conversion shall be delivered to the Company within two (2) business days thereafter. The date on which a notice of conversion is given (a "Conversion Date") shall be deemed to be either the date on which the Company receives from the Holder an original Notice of Conversion duly executed, or, if earlier, the date set forth in such Notice of Conversion if the original Notice of Conversion is received by the Company within two (2) business days thereafter. In all cases, the Company shall deliver the Conversion Shares to the Holder within five (5) business days after the Conversion Date with respect to such Conversion Shares being delivered, and at the address specified in the Notice of Conversion.

Reservation of Shares. Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of this Note, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion.

 

Attorney's Fees:  The Company agrees to pay all costs and expenses, including without limitation reasonable attomeys fees, which may be incurred by the Holder in collecting any amount due under this Note or in enforcing any of Holder's conversion rights as described herein, if the Holder is required to pursue legal action to so collect or enforce its rights described herein, and is successful in such legal action,

This Note shall be governed by and construed in accordance with the laws of the state of Colorado without giving effect to applicable principles of conflict of law.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized, all as of the date first hereinabove written.

	World of Weed, Inc.
	By:	/s/ Anthony Russo
		Anthony Russo, CEO