On May 31, 2017, Zeecol International, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Crown Bridge Partners, LLC (“Crown Bridge”) for the sale a $45,000 convertible note (the “Note”).

The closing of the transaction took place on June 6, 2017, and the Company received $41,000 in proceeds from the sale of the Note.

The Note is due and payable on May 31, 2018. The Note will accrue interest at the rate of 5% per annum, unless an Event of Default (as defined in the Note) occurs. If an Event of Default occurs, the Note shall become immediately due and payable and the Company shall pay to Crown Bridge an amount equal to 150% multiplied by the then outstanding entire balance of the Note (including principal and accrued and unpaid interest).

The Note shall be convertible into a number of shares of Company common stock (“Common Stock”) and is convertible at any time following the date of issuance of the Note. The conversion price (the “Conversion Price”) of the Note shall be 61% of the Market Price, defined as the lowest trading price for the Common Stock during the twenty (20) trading day period ending on the latest complete trading day prior to the date of conversion. The Conversion Price is subject to adjustments as set forth in the Note. If, at the time the Note is outstanding, the Company issues a security that is issued or convertible into another security at a discount to market greater than Conversion Price in effect at that time, then the Conversion Price shall be automatically adjusted to such greater discount percentage. In no event, unless such right is waived by Crown Bridge, shall a conversion of the Note occur wherein such conversion results in beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company.

If at any time while the Note is outstanding, the Company effectuates a reverse split with respect to the Common Stock, then a liquidated damages charge of 15% of the outstanding principal balance of the Note at that time will be assessed and will become immediately due and payable to Crown Bridge. If at any time while the Note is outstanding, the Company has a bona fide offer of capital or financing from any 3rd party that the Company intends to act upon, then the Company must first offer such opportunity to Crown Bridge to provide such capital or financing to the Company on the same terms as each respective 3rd party’s terms. The Company also granted to Crown Bridge piggyback registration rights with respect to the shares of Common Stock in which the Note is convertible into, so long as the Note is outstanding.

The Company has the right to prepay the note within the 180 day period following the date of issuance of the note at certain prepayment premiums ranging from 120% to 140% of the then outstanding principal and interest on the note.

In connection with the sale of the note, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

The foregoing summary of the terms of the Purchase Agreement and the note are subject to, and qualified in their entirety by, such documents attached hereto as Exhibit 10.1 and 10.2, respectively, which are incorporated herein by reference.