HWAL V Blackbridge Original Complaint

Filing # 45598306
E-Filed 08/23/2016 09:17:35 PM
IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT
IN AND FOR HILLSBOROUGH COUNTY, FLORIDA

CIVIL DIVISION
HOLLYWALL
ENTERTAINMENT, INC.,
PLAINTIFF,
DIVISION:
CASE NO.:
-V-
BLACKRIDGE CAPITAL
LLC,
RESPONDENT/DEFENDANT,
CLEARTRUST, LLC,
A FLORIDA LIMITED LIABILITY
CORPORATION,
INDISPENSABLE/ESSENTIAL PARTY,
/
EMERGENCY VERIFIED COMPLAINT FOR IMMEDIATE INJUNCTION

AND FOR DECLARATORY JUDGMENT
COMES
to
as
NOW, Plaintiff, HOLLYWALL ENTERTAINMENT, INC. (Hereafter referred
"HWAL"), pursuant to Chapter 86 et.
Procedure 1.610,
seq., Florida Statutes and Florida Rule of Civil
by and through the undersigned Attorney,
files this
Emergency Verified
Complaint and included cause of action for an immediate injunction and for declaratory relief as
to shares of stock which
BLACKBRIDGE
this
filing.
The
due to be issued and delivered to the
CAPITAL, LLC (Hereafter referred so
Plaintiff,
files such matter
are
as
on
behalf of the
as
Respondent/Defendant,
"BLACKBRIDGE)
Corporation and all shareholders
issuance and tendering of such shares will
harm to the Plaintiff Corporation. The Plaintiff Corporation
indispensable or related party being CLEARTRUST, LLC,
cause
of the
on
the date of
Corporation
immediate and
irreparable
necessarily names to the action as
and would state the
following in this
matter:
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NATURE OF EMERGENCY AND OVERVIEW
This
cause
of action for immediate
per Rule 5.18 of the

cause
an
Emergency Matter as
Complex Business Litigation Division, the potential venue division of this
of action. The emergency status of this matter is since the shares to be issued under the
debt conversion set forth herein by the

the
injunction is being filed as
promissory note holder, are
day after this filing. (Filing date of August 23, 2016,
2016).
The creditor defendant is
share, when the
current
attempting to use
price is $0.05
per share.
an
and
due to be issued and delivered
delivery date
is set for
inaccurate conversion
Additionally,
price
August 24,
of $0.005 per
the creditor defendant is
the issuance of 1,000,000 shares of common stock, without restriction, which value,
$50,000.00 for a conversion presented of $5,000.00. As

is
seeking
facially is
set forth herein such conversion
attempt
wholly wrongful by the creditor defendant.

The
irreparable harm that will occur to the Plaintiff Company and shareholders
number of shares to be issued is four times those

shares will
artificially decrease the
immediate
injunction such damages will not be
the
public market,
and will
financing and acquisitions
cause
entitled, and such delivery and sale of such
on
the Market. If not
able to be
stopped by the well
compensated to the
damage to the ability of the Company to
due to the
respondent creditor has assurances

due to the fact that the
share price
artificially depressed share price.
of compensation
even
As
if the Plaintiff s
respondent creditor has a guaranteed reserve
business
on
Additionally,
the
founded
shareholders
on
carry out essential
well, the defendant

case
is found wanting,
of 30,000,000 shares of the
available authorized shares, from which other conversions could be made should the
creditor be successful in this matter.
is that the
respondent
timing of this filing is made within three
days of notification of such debt conversion for issuance so there was no dilatory delay
the part of the
Company.
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DISCLAIMER OF VERIFICATION NOTARIZATION
AT THE TIME OF FILING OF THE PRESENT
PLEADING, DUE
TO THE
EMERGENCY NATURE AND TIMING OF SUCH MATTER, VERIFICATION

THROUGH A NOTARIZED AFFIDAVIT FROM A CORPORATE OFFICER OF THE
CONTENTS OF THIS COMPLAINT COULD NOT BE ACCOMPLISHED. HOWEVER,
SUCH VERIFICATION WILL BE FILED IMMEDIATELY UPON RECIEPT WHICH
IS EXPECTED WITHIN THE NEXT BUSINESS DAY FROM THE FILING.
JURISDICTION
1.
Jurisdiction and
venue
is
appropriate before this
attempts by the Defendant BLACKBRIDGE
as a
attempting to use debt held for conversion into

and issuances
as
debt holder of HWAL has the
common
rights to and is
shares of HWAL which debt conversion
being completed exclusively done in Hillsborough County, Florida.
Jurisdiction is
2.
referred to
are
Court since this matter involves
appropriate in this
"Cleartrusr),
is
Court due to
Stock Transfer
Suite 206, Lutz, Florida 33558, who is the SEC
responsible for all duties
Cleartrust,
Agent located at
registered
(hereafter
16540 Pointe
Village Drive
stock transfer agent for HWAL and is
of issuance and maintaining necessary stock
such Cleartrust would be the
LLC
recipient for processing such
BLACKBRIDGE under such share conversion agreements
shares
as
accounting for HWAL. As
requested by
they are putting forth as
due for
issuance under certain debt instruments held by BLACKBRIDGE. As such Cleartrust,
indispensible party,
is
as an
subject to jurisdiction in this Court since they are located within such
jurisdiction.
3.
HWAL is
public company under the Security Act of 1933
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stated herein with in
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excess
of 400 shareholders of record and
United States,
including
an
shareholders to curtail
an
immediate harm
of such shares for conversion of debt to BLACKBRIDGE without
restriction if such issuance
Corporation and its
throughout the
shareholders located in Florida and this jurisdiction. Such action is
brought on behalf of the Corporation and its

surrounding the release
innumerable amount of shareholders
occurs.
Such issuance will result in immediate harmful effect to the
shareholders which cannot be
compensated by money damages.
VENUE
Venue for this action is
shares of common stock with
appropriate before the

value
over
$15,000.
Circuit Court, since the
case
involves
In addition this matter is suitable for the
Complex Business Litigation Division since it involves public
securities.
CERTIFICATION OF COUNSEL AS TO NON-NOTICE TO

RESPONDENT/DEFENDANT BLACKBRIDGE
4.
The
Company through the below signed counsel has not as
of yet notified the
Respondent/Defendant BLACKBRIDGE of such action. However, once filed,

service will be made upon the
including service of process.
Respondent/Defendant entity through the best means

The
undersigned counsel will provide such copies
such available corporate contact emails for BLACKRIDGE

at service at their
5.
such notice and
registered address in the City and State
Since BLACKBRIDGE has
attempted to
as
available and
available
of all matters to
cause
such attempt
of New York.
submit to Cleartrust
notice of conversion
of part of the debt held by BLACKBRIDGE this immediate action is necessary due to Cleatrust's
legal obligation to issue

below
such shares within three
signed counsel also
days
certifies that there exists
BLACKBRIDGE CAPITAL in any
no
after notice of conversion is delivered. The

reasonable
expectation of response by
timely fashion which would allow for a full hearing on the

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matter of the shares involved in this matter and such motion must be
motion for
brought as
immediate
possible emergency ex parte hearing and adjudication in order to attempt to avoid the
prejudice to the Corporation and its
shareholders.
THE INJIAIY COMPLAINED OF IS IMMINENT AND ONGOING
6.
the
This Motion is
being made as the
shareholders
facing the
inordinate
Corporation losing extreme public value on the market place when there are
shares of common stock which will then be sold

can
are
on
the
common
shares
over
share
price.
the last 30
At the present
trading days.
As such
market. Such market will be reduced by

such share issuance
was
time,
an
an
significant depression
daily volume of 275,000
shares
dumped on the common
of value upon such
representations
Company and be
average
common
expected 50%
based upon fraudulent
recoverable to the shareholders of the
HWAL has
1,000,000
issued 1,000,000
public market of HWAL, which market
not sustain the sale of such amount of shares without immediate and
of its
prejudice of
sale, and since
and matters the loss would not be
of immediate, non-compensatory
damages to each shareholder of the Company.

7.
The
Corporations over 400
number of market
shareholders of record, and the unknown numerous
shareholders, will all be severely impacted by an immediate lessening
of their value of holdings in the

issued and sell such
an
Corporation if BLACKBRIDGE CAPITAL is
amount of shares
on
the open market. There would be
these shareholders which include persons in
nearly all the United States,
shareholders in the State of Florida alone. Such depressed share

many material ways,
8.
allowed to be
no
and hundreds of
prices impact the Company in
including financing and acquisitions ability.
If all shareholders
are
harmed by
strong drop in share value due to the sale of these
shares, there is no possible way they could be compensated by money damages

BLACKBRIDGE,
compensation to
even
at all from
assuming BLACKBRIDGE had the ability to pay such damages.
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9.
The imminence of harm exists
so
that when such shares would be sold
on
the
public
market, since they were issued based upon fraudulent or at least misrepresented circumstances of
conversion
involving a completely incorrect conversion
the true market of the
of debt, which will be
an
abomination
on
stock, and will dilute the price inordinately and falsely against the actual
market value of the shares which should be reflected.

NECESSITY OF BOND
10. No bond is necessary in this matter,
or
in the worst
deminimus bond may be
required due to two pertinent conditions. First, under Section 2.5
of Exhibit A, the
operative agreement set forth below, BLACKBRIDGE has a guaranteed set aside
shares of the authorized shares of the
more
Corporation in such amount of 30,000,000
than protects its interest in the event that the Plaintiff does not
amount of share reserve was
$1,500,000.00
at the current market
only $5,000.00.
damage
that
and
as
Such
such the
approximate value
of
no
prejudice or
reasonably approach the available reserve shares, which would

were
to
prevail.
Second, the Court could Order that the Corporation could set aside such amount of
shares to be issued to BLACKBRIDGE in the event

12.
shares which
value, when the actual amount of debt being converted is
be available for issuance in the event BLACKBRIDGE

11.
an
Given the nature of the case, and the fact that there exists
of any kind which could
of reserve
prevail on such matter.
unchanged by the Corporations's reverse division,
value of such reserved authorized shares for BLACKBRIDGE has
original
Because the
phraseology of Rule
Bond is necessary in this
cause
they prevail in such matter.
1.610
as
to waivers of bond, if the Court finds
of action by the Plaintiff Corporation, then
de minimis
bond would suffice, that the Court would allow Counsel for the Plaintiff Corporation to
sign for
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as a
signature bond with the Clerk's
$5,000.00,
Office for posting. Given that the amount of conversion is
and the available reservation of shares, it is
proposed that bond in this matter could be
waived.
GENERAL ALLEGATIONS
13.
Hollywall Entertainment, Inc.
media and entertainment company focused
on
home video and software game libraries. The
system designed to maximize

content
customer
developers, copyright owners
exclusive
Masters.
rights
to
is
publically traded Company is
maximizing its rights to
and shareholders.
market, manufacture and distribute
Hollywall's recorded music master rights

as
and
revenues
for
17,500
consist of all the
14.
standard
HWAL trades
on
16.
Recording
'Proprietary Rights,
master
recordings
include songs that have
companies
same
symbol as
an
alternative
Securities Act.
Before June 29, 2015, HWAL had been indebted to EMAX
($25,000.00).
On June
Media,
Inc. in the
29, 2015, EMAX Media assigned
by way of a Assignment and Assumption Agreement to BLACKBRIDGE.

Simultaneously with the assignment of such debt to BLACKBRIDGE on
29, 2015, BLACKBRIDGE and HWAL entered into
"Note"),
non-
Ray Charles, The Jackson 5, Frank Sinatra, Tony
the OTCMarkets under the
amount of twenty-five thousand dollars
such debt,
and
licensing rights to market the songs.
reporting company under the
15.
artists, writers,
songs from Music
been released in addition to songs that have been released by other record
which hold similar
film, television,
Hollywall owns exclusive
over
Bennett, Marvin Gaye and Duke Ellington. The music

never
its music,
multifaceted
Company has a digital distribution and verification
delivery, quality control,
including performances by such legends
in the amount of twenty-five thousand dollars
Convertible
June
Promissory Note (the
($25,000.00), which note was recognized
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as
the debt
successor
assigned to BLACKBRIDGE under the EMAX assigned debt.
note to the earlier note held
by EMAX,
and
Such note
superseded all obligations
was a
and terms
present in the earlier EMAX obligation. (See Exhibit A, Section 1.3).

the drafter of the
17.
BLACKBRIDGE
18.
Under the Note, such amount of debt
HWAL at
any
was
was
convertible into
common
time after issuance of the Note at the discretion of BLACKBRIDGE
shares of
as
the
Holder. (See Exhibit A, Section 2.1). Such conversion initially at the locked in rate of $0.005
share. without relation to the market share price at the time of conversion. (See Exhibit
Section
2.2).
19.
On
July 27, 2015, HWAL completed a common stock reverse division through
the State of Nevada and
as
approved by FINRA, pursuant to the
Nevada Revised Statutes. The
reverse
the
division
Corporation.
seven
(77)
Such
reverse
division of the shares
was
in the amount of one
was
shares of common stock. As such the
reverse
articles of incorporation and
approved by the shareholders of
(1)
share for every seventy-
division was
restructuring
of the
outstanding capital of the Company, both under law and as applicable to the terms of the Note in
Exhibit A.
Under such recalculation clause the set
20.
BLACKBRIDGE to not take into account the 77 to 1
price
for conversion is
reverse
division, and still uses the
conversion price of $0.005 per share for such conversion. However, the
2.2 is
attempted by
reading of such Section
subject to the conversion price being affected by the reverse division of the shares;
essence
the 2.2 Conversion Price clause
conversion price to be effected
Section 2.3 is
so
as
in
drawn by BLACKRIDGE is readable to call for the
by the 77 to
reverse
division. Such
language contained in
gammatically and structurally strained and incoherent that at worst it is
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illegible as a clause as to the effect and rights

division of the
21.
common
shares of the
However.
on
of parties which exist
Corporation.
Auaust 8. 2016. BLACKBRIDGE sent
Convertible Promissory Note. (the "Amendmenr attached

themselves had authored and
under the Note to be
a
as
an
Amendment to the
Exhibit B). BLACKBRIDGE
approved for the conversion price under Section 2.2 to be amende4
"Fifty Percent (50%)
"Valuation Perioe which
subsequent to a reverse
was
of the lowest
Trading Price [as
defined
also defined in such Amendment to be the 20
therein] during
trading days prior
to such conversion. (See Terms contained in the Amendment in Exhibit B).
22.
as
such the
BLACKBRIDGE
was
the drafter of such Amendment
as
contained in Exhibit B,
complete presence of ambiguity must be weighed against BLACKBRIDGE as the
drafter and such Section 2.2 be abandoned to be replaced bv the terms set forth in the
Amendment.
23.
On
August 8, 2016, the date of the Amendment and immediately following such
Amendment being sent to HWAL, such Amendment was executed

time the terms contained in the Amendment
as
on
behalf of HWAL. At that
to the modification of the conversion price
was
effective.
24.
On
or
about August 18, 2016, BLACKBRIDGE
presented as
debt conversion
notice to Cleartrust for conversion of $5,000,00 of the debt due under the Note.
Conversion Notice, BLACKBRIDGE
required the
using the $0.005 per share conversion price
issuance of 1,000,000 shares
from the
original Agreement.
Under such
as
calculated
Such amount of shares
which BLACKBRIDGE attempts to have issued disregard of a favorable
reading for the
Corporation of the language contained in Section 2.3
completely disregards
of the Note, and/or
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the terms of the Amendment that both Parties

share
agreed to
on
August 8,
2016
to the modified
as
price equation. (See Exhibit C, Conversion Notice).

At the time of the conversion notice
25.
for HWAL
over
the
on
August 18, 2016,
the lowest
previous twenty (20) trading days had been $0.04 per share.
trading price
Thus under the
Amendment, the conversion price would be fifty percent (50%) of such low equaling $0.02 per
share. Under such
debt
applicable calculation the amount of shares to be
issued for the $ 5,000.00 in
being converted under the Note would be 100,000 shares, which is one tenth (1/10th)
of
those demanded by BLACKBRIDGE.

It makes
26.
would have
no
reasonable business
clause which would
sense
that any party to such
completely eviscerate the value
divisions
for
as
if such clause
to
2.3
was
of debt conversion.
the intent of BLACKBRIDGE to not allow for reverse
conversions, then they would not have provided the Amendment which allowed
50% discount to
the conversion
as
debt agreement
and status of a reverse division
by allowing a party to disregard such reverse division for the purposes

Additionally,
20
day average.
Their actions belie their actual intent of Section 2.3, that
price be subject to reorganization of the common stock holdings
of the
Corporation.
COUNT I
FOR DECLARATORY JUDGMENT
HOLLYWALL
seven
ENTERTAINMENT, INC. hereby adopts paragraphs
above in this count. HOLLYWALL ENTERTAINMENT, INC.
for entry of a
one
through twenty-
hereby moves this
Court
declaratory judgment, which would state that the conversion price applicable to
debt conversions under the Convertible
August 8, 2016.
Promissory Note be as
As related above such conversion
set forth in the Amendment of
rights
should be
subject to the Amendment, or
Filed:
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subject to a reasonable conversion right reflective
of the market rights and terms
of Section 2.3 when read in favor of the Plaintiff. As

a.
BLACKBRIDGE
as a
forwarding the Amendment as to the new terms

are
set the terms
grounds therefore the Plaintiff would state:
creditor is not entitled to
terms of the Amendment
as
disregard its intent
of authoring and
of conversion for such debt. The
enforceable in any conversion of such debt
holdings by
BLACKBRIDGE.
b.
Alternatively, the language contained in

Note is
so
ambiguous,
Section 2.3 of the Convertible
Promissory
and whereas BLACKBRIDGE is the drafter of such
that the terms for debt conversion shall be effected by the
Corporation's common
stock
effected by the
as
reverse
language,
reorganization of the
division
WHEREFORE, Plaintiff respectfully Requests that this Honorable Court enter
Declaratory Order to wit:

1.
The conversion clause of the
operable Amendment of August 8, 2016 to the
Promissory Note between the Parties

any and all debt conversions
2.
In the
as
should be the enforceable and
operable
Convertible
clause for
to BLACKBRIDGE.
alternative, that Section 2.3 of the Agreement be read in favor of the Plaintiff, and
that the conversion price set in such
Agreement be subject to the reverse
division
executed by the Plaintiff Corporation.

3.
That the current and all future debt conversions be
governed by such applicable terms.
COUNT II
MOTION FOR IMMEDIATE INJUNCTIVE RELIEF
The Plaintiff hereby
moves
this Honorable Court for
an
Order of Injunction
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11
against the issuance and conversion of shares by BLACKBRIDGE.

reaffirms
paragraphs one (1) through twenty-six (26)
27.
If the Court does not grant this
and sell such shares upon the open market,

shareholders and the
Plaintiff realleges and
above and would further state:
motion, then BLACKBRIDGE will sell be issued
causing immediate and irreparable damage to the
Corporation by immediate declination of overall value
shareholders of record and the innumerable shareholders in the market

28.
The Plaintiff seeks
an
immediate
of the hundreds of
place.
injunction against the issuance
of such shares in
the amount called for by BLACKBRIDGE in the submitted conversion notice due to the
set forth
herein, and a recalculation of the
conversion calculus
29.
as
amount of shares to be issued under the
The Plaintiff is entitled to such
injunctive relief due to the immediate and

market, which would result from sales of
shares which should not be issued in such amounts under the

conversion to be found by the Court in this
operable
and enforceable terms for
proceeding.
The harm to the Plaintiff and all of its shareholders is immediate and
and cannot be remedied with money

31.
appropriate
found by the Court.
imminent threat of sales of such securities into the open
30.
grounds
Plaintiff maintains
market and perception of the
no
on-going
damages.
other
adequate remedy at law due to the harm to its public
Corporation with such potential
and
likely share devaluation
WHEREFORE, Plaintiff respectfully Requests that this Honorable Court enter an
Injunctive Order directed to Cleartrust,
LLC
as
the transfer agent for the Plaintiff Corporation to
stop such share issuance until such matter is decided by the Court after an appropriate hearing.
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MEMORANDUM OF LAW
Because
temporary injunction, by its nature, is frequently sought and issued under
hurried
circumstances, Rule 1.610(b), Florida Rules of Civil Procedure, provides certain due
process
requirements which must be
without notice and by the trial court

assure
that "a court
...
never
issue[s]
followed by the party
issuing such
an ex
an
seeking a temporary injunction
injunction.
These
requirements
seek to
parte order without notice to defendants and without
hearing, unless an immediate threat of irreparable harm exists, which forecloses opportunity to
give reasonable notice...."
Rule 1.610
Lieberman
v.
Marshall, 236 So.2d 120,
or
verified
pleadings demonstrate that
"immediate and
irreparable
damage will result to the movant before the adverse party can be heard in
injury, loss,
or
opposition"
and
(2)
"the movant's attorney certifies in
give notice and the reasons why notice
should not be
writing any efforts
date and hour of entry and shall... define the
irreparable,
and
injury,
that have been made to
required." Moreover, rule 1.610(a)(2)
provides that "[e]very temporary injunction granted without notice
not
(F1a.1970)
(a)(1) specifies that a temporary injunction without notice may be granted
only if (1) the affidavits
may be
125
state
shall be endorsed with the
findings by the court why the injury
give the reasons why the order was granted without notice if notice was
given."
The threatened
Corporation.
injury exists in a continuing and ongoing basis to
The amount of proof that the Plaintiffs has
actions of the
all shareholders of the
presented is overwhelming as to the
Defendant/Respondent of presentation of false calculations
of conversion of debt
for the issuance of shares.
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CONCLUSION AND PRAYER FOR INJUNCTIVE RELIEF
The issuance of shares
as
requested and demanded by BLACKBRIDGE CAPITAL
premised upon a falsely applicable conversion rate

Corporation, hereby prays that the Court issue
to BLACKBRIDGE of the
Corporation's
an
of debt to shares. As such the Plaintiff
immediate
injunction against issuance of shares
stock until full determination of such matter is made
the Court. As well the Plaintiff Corporation prays that this Court find that there is
for the
posting of a bond,
or
is
no
by
requirement
in the alternative that the amount of reserved shares is sufficient for
protection of the Defendant BLACKBRIDGE.

JURY TRIAL IS NOT DEMANDED HEREIN.
VERIFICATION SUBMITTED UNDER SEPARATE PLEADING BY WAY OF

SUPPORTING AFFIDAVIT
Respectfully submitted,
/s/ Craig A.
Huffman
Craig A. Huffman, Esquire

Florida Bar No. 116149
Securus Law Group, P.A.
13046 Racetrack Road
Tampa, Florida 33626
Telephone (888) 914-4144
Facsimile (888) 783-4712
E-mail: craigsecuruslawgroup.com
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CIVIL DIVISION
HOLLYWALL
PLAINTIFF,
-V-
BLACKRIDGE CAPITAL
LLC,
CLEARTRUST, LLC,
CORPORATION,
/
EXHIBIT A
ORIGINAL
PROMISSORY
NOTE
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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:
$25,000.00
Issue Date: June
29, 2015
Date: June
29, 2016
Maturity
good and valuable consideration, Hollywall Entertainment Inc., a Nevada

corporation (`Makee), hereby makes and delivers this Promissory Note (this "Note") in
favor of Blackbridge Capital, LLC, or its assigns ("Holdee), and hereby agrees as
For
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 Amount of Twenty-Five Thousand, Dollars. Maker's obligation
under this Note shall accrue interest at the rate of five percent (5%) 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 Amount 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.
b.
All
principal and accrued interest then outstanding shall be due and

payable by the Maker to the Holder on or before June 29, 2016 (the
'Maturity Date").
c.
Maker shall have
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under this Note.

d.
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.
Section 1.3 This Note is issued in exchange solely for Holder's surrender of the
Convertible Notes previously issued by Maker, and subsequently acquired by Holder, as
specifically listed on Schedule A hereto, each of which represents amounts due and
owing by Maker to the original holder thereof as of at least one (1) year prior to the date
of this Note, and for no other consideration from Holder. All obligations of Maker to
Holder, as represented in the Convertible Notes listed in Schedule A hereto, are replaced
and superseded in their entirety by the terms of this Note.
THE PRINCIPAL SUM DUE TO HOLDER SHALL BE PRORATED BASED ON
THE AMOUNT OF NOTES PREVIOUSLY ISSUED BY MAKER, AS
SPECIFICALLY LISTED ON SCHEDULE A HERETO, THAT ARE ACTUALLY

PURCHASED BY HOLDER, SUCH THAT THE MAKER IS ONLY
REQUIRED
TO REPAY THAT AMOUNT OF DEBT PURSUANT TO THIS NOTE.
CONVERSION
ARTICLE II.
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 Common Stock of the Maker (the "Notice Shares") at the Conversion Price
determined as provided herein. Promptly after delivery to Maker of a Notice of
Conversion of Convertible Note in the forms attached hereto as Exhibit 1, or any other
form provided by the Holder, 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 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, mails or emails the Notice of
Conversion duly executed to the Maker. Certificates representing 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.
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Section 2.2. Conversion Price. Upon any conversion of this Note, the Conversion Price
shall equal to $0.005, 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.
Section 2.3.
Reclassification,
or
Consolidation
Merger,
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
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 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 common stock of the
successor or acquiring corporation (Other Property"), are to be received by or
distributed to the holders of 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 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 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 corporatioreshall 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.
Reorganization,
Section 2.4. Restrictions on Securities. This Note has been issued by the Maker pursuant
exemption from registration under the Securities Act of 1933, as amended (the
to the
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None of this Note or the shares of Common Stock issuable upon conversion of
this Note may be offered, sold or otherwise transferred unless (i) they first shall have
"Act").
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 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 Al\ID 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 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 Common Stock a sufficient number of
shares to provide for the issuance of 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 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 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 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
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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 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 nonassessable shares of 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.
c)
the request of Holder, the Maker will at any time during the period this
outstanding acknowledge in writing, in form reasonably satisfactory to
Holder, the continuing validity of this Note and the obligations of the Maker
hereunder.
Upon
Note is
d)
Before
the
if
of
the
shares
of
value,
any,
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 Common
taking
any action which would
cause
an
adjustment reducing
current Conversion Price below the then par
Stock at such
adjusted Conversion Price.
e)
Before taking any action which would result in an adjustment in the number of
shares of 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 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 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 Common Stock which would be in
excess of the sum of (i) the number of shares of Common Stock beneficially owned by
the Holder and its affiliates on Conversation Date, and (ii) the number of shares of
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
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in beneficial ownership by the Holder and its Affiliates of more than 9.99% of the
outstanding shares of 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.
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 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 Common Stock
issuable upon conversion hereof have been registered under the Securities Act of
1933, as amended (the "Ace), 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

possible contingencies, (ii)
d)
Holder is an "accredited investoe(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.
of providing for his current needs and

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;
Section 3.2
means
The Maker represents and warrants to Holder:
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a)
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 Effecr 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.
b)
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 Common Stock,
in accordance with the terms hereof, (ii) the execution and delivery of this
by the Maker and the consummation by it of the

contemplated hereby and thereby (including without limitation,
transactions
the issuance
of the Note and the issuance and reservation for issuance of the 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.
Note
c)
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.
d)
Acknowledgment of Dilution. The Maker understands and acknowledges the

potentially dilutive effect to the Common Stock upon the issuance of the
Notice Shares upon conversion of this Note. The Maker further acknowledges
that its obligation to issue Notice Shares upon conversion of this Note is
Issuance of Shares. The Notice Shares
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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

(Events of Default"):
following
events shall be defaults under this Note:
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)
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 Defaulr hereunder and
demanding that the Maker remedy same, shall have been given by the Holder
by registered or certified mail, return receipt requested; or
d)
the Trading Price (defined below) of the Maker's Common Stock falls
below $0.005, during any Trading Day after the Issue Date above.
"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 Common
Stock is tradable for any period on the OTCBB, or on the principal securities
exchange or other securities market on which the Common Stock is then being
failure
traded;
e)
on
or
any of the
following
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actions
by
the Maker pursuant to
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meaning
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title 11, U.S. Code or any similar federal or state law for the relief of debtors
(collectively, the "Bankruptcy Law"): (A) commencement of a voluntary case
or proceeding, (B) consent to the entry of an order for relief against it in an
involuntary case or proceeding, (C) consents to the appointment of a receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law
(each, a "Custodiae), of it or for all or substantially all of its property, (D) a
general assignment for the benefit of its creditors, or (E) admission in writing
its inability to pay its debts as the same become due; or
entry by a court of competent jurisdiction of an order or decree under any
Bankruptcy Law that: (A) is for relief against the Maker in an involuntary
case, (B) appoints a Custodian of the Maker or for all or substantially all of
the property of the Maker, or (C) orders the liquidation of the Maker, and
such order or decree remains unstayed and in effect for 60 days.
Section 4.2. Remedies Upon Default. Upon the occurrence of an event of default by
Maker under this Note or at any time before default when the Holder reasonably feels
insecure, then, in addition to all other rights and remedies at law or in equity, Holder may
exercise any one or more of the following rights and remedies:
a.
Accelerate the time for payment of all amounts payable under this Note
by written notice thereof to Maker, whereupon all such amounts shall
be immediately due and payable.
b.
Pursue any other
equity
rights
or
remedies available to Holder at law
or
in
c.
Receive liquidated damages of $500 per

Maker is in Default pursuant to this Note.
d.
The Conversion Price under Section 2.2, for all subsequent Notice
Shares, shall reset to $0.0001 (the "Default Conversion Price). The
Default Conversion Price shall not be subject to any adjustments.
day
per Event of Default the
c.)
Section 4.3. Payment of Costs. The Maker shall reimburse the Holder, on demand, for
any and all reasonable costs and expenses, including reasonable attorneysfees and
disbursement and court costs, incurred by the Holder in collecting or otherwise enforcing
this Note or in attempting to collect or enforce this Note.
Section 4.4. Powers and Remedies Cumulative; Delay or Omission Not Waiver of
Default. No right or remedy herein conferred upon or reserved to the Holder is intended
to be exclusive of any other right or remedy available to Holder under applicable law, and
every such right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at
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law
in
otherwise. The assertion or employment of any right or remedy

hereunder,
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy. No delay or omission of the Holder to exercise any
right or power accruing upon any Default occurring and continuing as aforesaid shall
impair any such right or power or shall be construed to be a waiver of any such Default or
an acquiescence therein; and every power and remedy given by this Note or by law may
be exercised from time to time, and as often as shall be deemed expedient, by the Holder.
or
equity
or
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 addrelsed, if sent by mail. For the purposes hereof, the address of the Holder
shall be 450 7 Ave., Suite 601, New York, NY 10123; and the address of the Maker
shall be 625 Bakers Bridge Ave., Suite 105, Franklin, TN 37067. 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
an instrument in writing signed by the Maker and the Holder.
only by
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
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and cancellation of such Note, if mutilated, the Maker will make and deliver
of like tenor.
a new
Note
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
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.
convenience
Headings. The headings of the

only and do not affect the meaning
sections of this Note

of such section.
are
inserted for
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
executed this Note as of the date first written above.
legally
bound
hereby,
the Maker
as
Hollywall Entertainment Inc.
By
By:
Its:
Roxanna Green
Secretary
Acknowledged
and
Agreed:
Blackbridge Capital,
LDocuSigned
LLC.
by:
2E94F053DDA5410...
By: Alexander Dillon

Its: Partner
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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$25,000 of the Principal Amount of
the above Note into Shares of Common Stock of Hollywall Entertainment 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
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.
taxes
Furthermore, prior to finalizing this issuance, upon being provided a conversion notice and
opinion letter, please provide Blackbridge Capital (via email) with:
i)
ii)
A copy of the
certificate(s) to be issued pursuant to the Agreement(s) as of

the date hereof;
The FedEx Priority Overnight tracking number (or a copy of the packing slip if
available) for any physical certificate(s) to be issued
Conversion Date:
Applicable Conversion Price:.

$.0 0 5/share
Signature:
Name:
Alexander Dillon
Address:
Blackkridge Capital
450 7 Ave
New York, NY 10123
Mail Certificate To:
Tax I.D.
Alpine Securities
39 Exchange Place
Salt Lake City, UT 84111
or
Principal Amount to be converted:

US $25,000
Amount of Note unconverted:
US $25,000
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Number of shares of Cornmon Stock to be issued: 5,000,000
Insert Cheeks / Proof of Wire Here
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UNANIMOUS WRITTEN CONSENT OF DIRECTORS

OF HOLLYWALL ENTERTAINMENT INC.
THE UNDERSIGNED, being all the members of the Board of Directors of Hollywall
Entertainment Inc., a Nevada corporation (the "CorporatioW), in order to obviate the
necessity of holding a meeting, hereby waive the calling and holding of a meeting of the
Board of Directors of the Corporation and approve the following resolutions by
unanimous vote of all the members of the Board of Directors of the Corporation, and
direct that the same be filed with the records of the Corporation:
WHEREAS, the Corporation is and will be in the future in need of funds and it is in the
best interests of this Corporation to allow the assignment of a certain Convertible
Notes as described herein;
NOW, THEREFORE,
BE IT
RESOLVED, that the Corporation is authorized to
execute
the
acknowledgement to the Assignment and Assumption Agreement between

Blackbridge Capital, LLC and EMAX Media, Inc. whereby Blackbridge is acquiring
$25,000.00 of the debt due by the Corporation to EMAX Media, Inc., and issuing a
replacement Convertible Promissory Note to Blackbridge in the Principal Amount of
$25,000.00 respectively.
FURTHER RESOLVED, that the Officer of this Corporation be and hereby is authorized
and directed to execute and deliver the aforementioned Assignment and Assumption
Agreement and to issue a replacement Convertible Promissory Notes to Blackbridge
Capital, LLC in the principal amount of $25,000.00, in such form, substance and content
as may be necessary, said Officer's execution and delivery thereof on behalf of this
Corporation to be
conclusive evidence of said Officer's
approval;
and
FURTHER RESOLVED, that the Officer is hereby authorized to do such further acts
and things and execute any and all documents and instruments, both original and
amendatory, of every kind and character on behalf of the Corporation as may be
necessary or appropriate, in said Officer's judgment, to carry out the terms of the
aforementioned Assignment and Assumption Agreement and carry out the purpose of
these Resolutions; and

FURTHER
RESOLVED, that any indebtedness heretofore contracted and any contracts,
or notes heretofore made with the Purchaser on behalf of this Corporation

and all acts of the Officer or of other officers or agents of this Corporation in connection
with such indebtedness or such contracts, agreements or notes are hereby ratified and
confirmed; and
agreements
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RESOLVED, that in express contemplation of action by the Purchaser in

Secretary of this Corporation be and is hereby authorized and
to
empowered certify to the Purchaser(s) a copy of these Resolutions, and that the
Purchaser(s) may consider the Officer to continue in office and these Resolutions to
remain in full force and effect until written notice to the contrary shall be received by the
Purchaser(s) from this Board of Directors;
FURTHER
reliance hereon, the
FURTHER
RESOLVED, that the issuance of the replacement Notes and the shares
underlying
the
replacement Notes are
authorized and
approved;
and
RESOLVED, that the shares of common stock underlying the Notes when
issued upon conversion of the Notes, shall be fully paid, validly issued and nonassessable.
FURTHER
This Unanimous Written Consent of Directors may be executed in any number of

counterparts, and it shall not be necessary that the signatures of all Directors be contained
on any one counterpart hereof, each counterpart shall be deemed an original, but all of
which when taken together shall constitute one and the same instrument.
th
IN WITNESS
WHEREOF,
we
have caused this instrument to be
duly
executed this 29
of June, 2015.
W-dc,
Director
By
t&
<
Director
Director
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CORPORATE RESOLUTION OF THE

BOARD OF DIRECTORS OF HOLLYWALL ENTERTAINMENT INC.
We, the undersigned, do hereby certify that at a meeting of the Board of Directors of Hollywall
Entertainment Inc., a Nevada corporation organized under the laws of the State of Nevada (the
"Corporation7), duly held on June 23, 2015 at the offices of the Corporation, which said meeting
no less than two directors were present and voting throughout, the following resolution, upon
motions
made, seconded and carried, was duly adopted and is now in full force and effect:
WHEREAS, the Board of Directors of the Corporation deem it in the best interests of
the Corporation to enter into the Assignment and Assumption dated June 23, 2015 (the
"Agreemenr), in connection with the issuance of a convertible note of the Corporation, in the
aggregate principal amounts of $25,000.00 (the "Note"), convertible into shares of common
stock, par value $0.001 per share, of the Company (the "Common Stock"), upon the terms and
subject to the limitations and conditions set forth in such Note, along with an irrevocable letter
agreement with Signature Stock Transfer, Inc. the Corporation's transfer agent, with respect to
the reserve of shares of common stock of the Corporation to be issued upon any conversion of
the Note; the issuance of such shares of common stock in connection with a conversion of the
Note; and the indemnification of Signature Stock Transfer, Inc. for all loss, liability, or expense
in carrying out the authority and direction contained in the irrevocable letter agreement (the
"Letter Agreement");
NOW, THEREFORE, BE IT:

RESOLVED, that the Corporation is hereby authorized to
enter into the Agreement, the

which
in
provides pertinent part: (i) reserve shares of common
Agreement
stock of the Corporation to be issued upon any conversion of the Note; (ii) issue such shares of
common stock in connection with a conversion of the Note (issuance upon receipt of a notice of
conversion of the holder of the Note) without any further action or confirmation by the
Corporation; (iii) hereby authorizes the issuance of such number of shares as will be necessary to
fully convert the note under its terms, including issuances subsequent to the initial conversion
and/or those due under Section 2.2 of the Note, and any such shares shall be considered fully paid
and non-assessable at the time of their issuance and (iv) the Corporation indemnifies Signature
Stock Transfer, Inc., liability, or expense in carrying out the authority and direction contained in
the Letter Agreement:
RESOLVED, that any executive officer of the Corporation be, and hereby is, authorized,
empowered and directed, from time to time, to take such additional action and to execute, certify
and deliver to the transfer agent of the Corporation, as any appropriate or proper to implement the
provisions of the foregoing resolutions:
Note and the Letter
The
do hereby certify that we are members of the Board of Directors of the

that
the
attached
is a true and correct copy of resolutions duly adopted and ratified
Corporation;
at a meeting of the Board of Directors of the Corporation duly convened and held in accordance
with its by-laws and the laws of the State of Nevada, as transcribed by us from the minutes; and
that the same have not in any way been modified, repealed or rescinded and are in full force and
undersigned,
effect.
IN WITNESS WHEREOF, We have hereunto set
Board of Directors of the Corporation.
Dated: June 29, 2015
our
hands
as
COO and Members of the
By
Members of the Board:
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Signature
Stock
Transfer, Inc.
Department 2632
Attention: Transfer
Coach light Court
Plano,
TX 75075
June 23, 2015

Ladies and Gentlemen:
Hollywall Entertainment Inc., a Nevada corporation (the "Company") and

Blackbridge Capital (the "Investor") have entered into a Securities Purchase
Agreement (the "Agreement") dated as June 23, 2015, providing for the issuance of
the Convertible Promissory Notes in the principal amount of $25,000.00 (the
"Notes").
A copy of the Notes is attached hereto. You should familiarize yourself with
your issuance and delivery obligations, as Transfer Agent, contained therein. The
shares to be issued are to be registered in the names of the registered holder of the
securities submitted for conversion
You
are
or
exercise.
authorized and instructed to

stock ("Common Stock") of the
hereby irrevocably
number of shares of
common
reserve
sufficient
Company (initially,
Q30,000,000 shares of Common Stock for the subject Notes) for issuance upon full
conversion of the convertible promissory notes referenced herein in accordance
with the terms thereof.
The
ability to convert the Notes in a timely manner is a material obligation of

the Company pursuant to the Agreement and the Notes. Your firm is hereby
irrevocably authorized and instructed to issue shares of Common Stock of the
Company (without any restrictive legend) to the Investor without any further action or
confirmation by the Company (from the Companys authorized but unissued treasury
shares, but in the event there are insufficient treasury shares of Common Stock to
accommodate a Conversion Notice (defined below) your firm and the Company agree
that the Conversion Notice should be completed
Company has reserved for the Investor) by either
using of Common Stock that the

(i) electronically by crediting the
account of a Prime Broker with the Depository Trust Company through its Deposit
Withdrawal Agent Commission system, provided that the Company has been made
FAST/DRS eligible by DTCC (DWAC), or (ii) in certificated form without any legend
which would restrict the transfer of the shares, and you should remove all stoptransfer instructions relating to such shares: (A) upon your receipt from the Investor
dated within 90 days from the date of the issuance or transfer request, of:
(i) a notice of conversion ("Conversion Notice") executed by the Investor (for either
the initial share issuance or subsequent share issuances, including those pursuant to
Section 2.2 of the Note); and (ii) an opinion of counsel of the Investor, in form,
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substance and scope customary for opinions of counsel in comparable transactions

(and satisfactory to the transfer agent), to the effect that the shares of Common
Stock of the Company issued to the Investor pursuant to the Conversion Notice are
"restricted securities" as defined in Rule 144 and should be issued to the

Investor without any restrictive legend; and (B) the number of shares to be issued is
less than 9.99% of the total issued common stock of the Company.
not
The Company hereby requests that your firm act immediately, without delay
and without the need for any action or confirmation by the Company with respect to
the issuance of Common Stock pursuant to any Conversion Notices received from
the Investor (for either the initial share issuance or subsequent share issuances,
including those pursuant to Section 2.2 of the Note). Additionally, the Company
hereby requests that upon the Investor's request, your firm provide them with the
share structure of the Company, including issued and outstanding, authorized, and
public float.
Company understands that Signature Stock Transfer,
required
perform any issuances or transfers of shares if (a) the
Company or request violates, or be in violation of, any terms of the Transfer Agent
Agreement, (b) such an issuance or transfer of shares be in violation of any state or
federal securities laws or regulation or (c) the issuance or transfer of shares be
prohibited or stopped as required or directed by a court order
The Investor and the
Inc. shall not be
to
indemnify you and your officers, directors, principals,

partners, agents and representatives, and hold each of them harmless from and
against any and all loss, liability, damage, claim or expense (including the reasonable
fees and disbursements of its attorneys) incurred by or asserted against you or any
of them arising out of or in connection the instructions set forth herein, the
performance of your duties hereunder and otherwise in respect hereof, including
the costs and expenses of defending yourself or themselves against any claim or
liability hereunder, except that the Company shall not be liable hereunder as to
The
Company
shall
respect of which it is determined that you have acted with gross

negligence or in bad faith. You shall have no liability to the Company in respect to
any action taken or any failure to act in respect of this if such action was taken or
matters in
omitted to be taken in
the advice of counsel.
good faith,
and you shall be entitled to
rely
in this
regard
on
The Board of Directors of the Company has approved the foregoing

irrevocable instructions and does hereby extend the Companys irrevocable
agreement to indemnify your firm for all loss, liability or expense in carrying
authority and
The
Companys
direction herein contained
on
out the
the terms herein set forth.
Company agrees that in the event that the Transfer Agent resigns as the
transfer agent, the Company shall engage a suitable replacement transfer
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transfer agent for the Company and be bound by the

terms and conditions of these Irrevocable Instructions within five (5) business days.
The Investor and the Company agree that the Transfer Agent shall not be required
to perform any issuances or transfers of shares as of the date of the termination of
the transfer agreement.
agent that will agree
to serve as
The Investor is intended to be and are third party beneficiaries

amendment or modification to the instructions set forth herein may
be made without the consent of the Investor.
hereof, and
no
Very truly yours,

By
leoVbakee,_
COO/Sec
Roxanna Green
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Assignment
THIS AGREEMENT is made
and
Assumption Agreement
by and between the undersigned

assignor ("Assignor" or the "Company") and the undersigned assignee ("Assignee" and with
Assignor, the "Parties") and is joined in by the subject trading company, on the signature page
hereof, for the express purpose stated.
as
of the Effective Date below
WITNE S E T H:
WHEREAS, the Assignor holds debt in the aggregate principal amount stated on the
signature page (the "Debt") in the trading company identified below, which Debt arose over 12
months past and:
WHEREAS, the Assignor wishes
Assignee
and the
conditions
Assignee
to
assign and transfer its rights in the Debt to the

assignment, all subject to the terms and
wishes to accept such
herein;
NOW, THERFORE, in consideration of the foregoing premises and the mutual

covenants contained herein, and for other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged,
the Parties and
trading company agree as
follows:
Nature of Debt,
Assignment of Debt. A. The Assignor represents that the Assignor is not and
has not been, an officer, Director or 10% or more shareholder of the trading company and in
acting as a non affiliate is not restricted from assigning this Debt and also the Debt is a non
contingent liquidated obligation owed to it that was created and became valid in excess of one
year prior to this date and that there are no obligations or liabilities of any kind remaining due
from the Assignor that would be a condition to the validity or collection of the Debt and that
the Assignee by purchasing such Debt does not become obligated to perform any of the past
agreements, if any, of any nature, owed by the Assignor to the trading company. Further, as
part of the assignment of the Debt, the Assignee acquires all contemplated conversion rights
into common stock of the trading company, of the Assignor, and the beneficial ownership and
right to same relating back. Assignor also represents that from the time the Debt was created,
regardless of how it was documented at that time or subsequently, the Assignor, with the
cooperation of the trading company, could have obtained a consolidation of the Debt into a
promissory note, debenture or similar instrument. Also, the Assignor confirms that it was the
understanding with the Company, that the Debt could be converted into shares of common
stock in the Company to settle the Debt, over 12 months past. Subject to the terms and
conditions set forth herein, Assignor hereby assigns and transfers to Assignee, and Assignee
hereby purchases and acquires from Assignor, the Debt, confirmation of which is attached
hereto as Attachment A, including all rights. As consideration for such Assignment, Assignee
shall pay Assignor the amount on the signature page hereof being the "Assignment Payment."
As part of the Debt assignment, Assignor shall transfer all related supportive documents to
the Assignee and all UCC and other financing rights, but in no event is the Assignee required
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investigate or verif), the Debt or supportive documents since it is a commercial

representation by the Assignor that the Debt is real and support is true and complete.
to
2.
Assignor Bound. Assignor hereby accepts the foregoing assignment and transfer and
promises to be bound by and upon all the covenants, agreements, terms and conditions set
forth therein.
3.
Benefit and
Agreement shall be binding upon and inure to the benefit of

respective successors and assigns; provided that no party, except
Assignee, shall assign or transfer all or any portion of this Agreement without the prior
written consent of the other party, and any such attempted assignment shall be null and void
Assignments.
This
the Parties hereto and their
and of no force
or
effect.
4.
Representations. Assignor warrants and represents that it/he/she has good title to said Debt,
full authority to sell and transfer same, that any shareholder or Board of Director approval
of the Assignor has been obtained and that said Debt is being sold free and clear of all liens,
encumbrances, liabilities and adverse claims, of every nature and description. Assignor
further warrants that it shall fully defend, protect, indemnify and save harmless the Assignee
and its lawful successors and assigns from any and all adverse claim. that may be made by
any party against said Debt. Assignor represents and understands that it assigns any and all
Debentures and similar instruments and conversion rights that would be from the trading
company to the Assignor to the Assignee to use and hold as it determines.
5.
Waiver.
Any party hereto shall have the right to waive compliance by the other of any term,
condition
waiver of any
subsequent failure to comply with the same or any different term, condition or covenant. No
waive, however, is valid unless in writing and the other Party is notified of same, except if
or
covenant contained herein. Such waiver shall not constitute
the waiver is from the

the
and relates to any dealing between the

notice to the Assignor is not relevant.
assignee
Assignee in which case
trading
company and
6.
Applicable Law and Venue. The laws of the State of New York, without reference to conflict
of laws principles, shall govern this Agreement and the sole venue for any suit relating hereto
shall be a court in New York County, New York.
7.
Further
Assignee and Assignor represent they are both (1) an

"accredited investoe within the meaning of Rule 501 of Regulation D promulgated in
relation to the Securities Act of 1933, as amended, and (2) sophisticated and experienced in
making investments, and (3) capable, by reason of their business and financial experience, of
evaluating the relative merits and risks of an investment in the securities, and (4) they are
able to afford the loss of investment in the securities. Wherever the context shall require, all
words herein in the masculine gender shall be deemed to include the feminine or neuter
gender, all singular words shall include the plural, and all plural shall include the singular.
From and after the date of this Agreement, Assignor agrees to execute whatever additional
Representations.
The
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documentation
necessary to carry out the intent and purposes of this

Agreement or to comply with any law. The failure of any party at any time to insist upon
strict performance of any condition, promise, agreement or understanding set forth herein,
or
instruments
shall not be construed
as are
waiver
8.
or
Headings.
The
or
paragraph headings
and do not form
relinquishment
of any other
condition, promise,
understanding set forth herein or of the right to insist upon strict performance
of such waived condition, promise, agreement or understanding at any other time. Except as
otherwise provided herein, each party hereto shall bear all expenses incurred by each such
party in connection with this Agreement and in the consummation of the transactions
contemplated hereby and in preparation thereof. This Agreement may only be amended or
modified at any time, and from time to time, in writing, executed by the parties hereto. Any
notice, communication, request, reply or advice (hereinafter severally and collectively called
"Notice") in this Agreement provided or permitted to be given, shall be made or be served
by delivering same by overnight mail or by delivering the same by a hand-delivery service,
such Notice shall be deemed given when so delivered. For all purposes of Notice, the
addresses of the parties shall be the last known address of the party. Assignor agree to
cooperate in respect of this Agreement, including reviewing and executing any document
necessary for the performance of this Agreement, to comply with law or as reasonably
requested by any party hereto, or legal counsel to any party hereto. Representations of the
Assignor shall survive the closing of this Agreement.
agreement
as a
of this
Agreement are
part of the terms and conditions of this
for convenience of reference
Agreement
or
give
only
full notice
thereof.
9.
Severability. Any provision hereof that is prohibited or unenforceable in any jurisdiction

shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability, without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
10. Entire
Agreement. This Agreement contains the entire understanding between the parties,
no other representations, warranties or covenants having induced either party to execute
this Agreement, and supersedes all prior or contemporaneous agreements with respect to
the subject matter hereof. This Agreement may not be amended or modified in any manner
except by a written agreement duly executed by the party to be charged, and any attempted
amendment
11. Joint
or
modification to the contrary shall be null and void and of no force
or
effect.
parties agree that this Agreement hereto shall be deemed to have been
by parties hereto, and no construction shall be made other than with the
presumption of such joint drafting. This Agreement may be executed by the parties hereto in
one or more counterparts, each of which shall be deemed an original and which together
shall constitute one and the same instrument. In lieu of the original documents, a facsimile
Drafting.
drafted jointly
The
all
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transmission
the
or
copy of the
original
documents shall also be
as
effective and enforceable
as
original.
12. It is
hereby agreed that in the event any Installment Payment noted above is not paid by bank
transfer within 10 business days of the Due Date, for any reason, then at the option of the
Assignor this agreement may be immediately cancelled and sent to Blackbridge Capital LLC
in writing to reflect an assignment amount of the amount actually paid to date of
cancellation. Upon cancellation of assignment made under this agreement, the Note and the
debt under the note will revert back to the Assignor and the Assignor has the right to treat
this Agreement as rescinded and to revert to all its rights under the Assigned Loan
Agreement. Upon the rescission of this Agreement, any installments it has paid to the
Assignor shall be applied towards the Debt. The only recourse against Assignee for non-
payment shall be rescission.

13.
Remaining Purchase Option. The Assignee shall have a binding option (the "Optioe), at its
sole discretion, to purchase, through the Escrow Agent, the remaining Aggregate Principal
and Accrued but Unpaid Interest in this debt held by the Assignor. The Assignee has the
right to exercise its Option in one or many subsequent assignments of the remaining debt.
The Option will expire in one (1) year from the Effective Date. The Assignor shall waive its
right to sell, assign or dispose of any remaining Principal and Accrued but Unpaid Interest to
any third party besides the Asignee during the duration of this Option.
Each of the
executed
as
parties hereto has
caused this
Assignment and Assumption Agreement to be
of Effective Date below.
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Effective Date: June 23, 2015

Amount of Debt:
$25,000.00
Payment Schedule as follows:

$25,000.00 deposited into an escrow account pursuant to an Escrow Agreement between the
Assignee and Assignor. (that consists $25,000.00 of principal, with $500 withheld for Legal and
Administrative Fees, and $1,000 withheld for Structuring and Due Diligence Fees)
Name of Trading
Company: Hollywall Entertainment
Name of Assignor: EMAX
Name of Assignee:
Media,
Inc.
Inc.
Blackbridge Capital,
L.L.C.
Assignee:
Assignor:
Blackb
L.L.C.
By:
(HWAL)
EMAX
Media,
Inc.
2E94F053DDA5410
Print Name: Alexander Dillon

Its: Partner
The
undersigned trading
company
hereby joins
in for the
following
express purposes: it
hereby
agrees and confirms the statements as to the past and current nature of the debt and relationship
with the Assignor is true and complete, and that it approves of the Assignment stated above
and has all necessary Board of Director and Shareholder approval, if any, needed.
By
Print: Roxanna Green
Its: COO
Effective Date: June 29, 2015
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STATEMENT OF NON-AFFILIATION
To:
Stock Transfer, Inc.

Attention: Transfer Department
2632 Coach light Court
Signature
Plano,
TX 75075
From: EMAX
Media, Inc.
1000 Universal Studios Plaza
Orlando Fl 32819
Email:
e
ric@emaxmediagroup.com
Phone: 407-484-9880_
RE:
Hollywall
Entertainment Inc.
(HWAL)
officer, director, control person, or beneficial owner of more than 10%

of any class of security of the Issuer and I am not and have not been during the
am
not an
preceding
three months
an
affiliate of the
Company
as
that term is defined
by
Rule
144 of the Securities Act of 1933.
All information furnished herein is true, accurate and complete. In the event of a
change of any information contained herein, or in the event any information shall
come into my possession which would indicate that the information contained
herein is not accurate or

information in writing.
complete,
I shall
immediately inform you
of such
change
or
J.
/
Signed:
Date:
6/29/2015
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625 Bakers Bridge Ave., Suite
Franklin, TN 37067 Canada
105
The undersigned, Roxanna Green, is the duly elected Chief erating Officer and
Secretaryr of Hollywall Entertainment Inc., a Nevada corporation (the "Company").
hereby warrant and represent that I have undertaken a complete and thorough
review of the Company's corporate and financial books and records including, but
not limited to the Company's records relating to the following:
I
A)
that certain convertible note dated November 3, 2013 (the "Original Note
Date") to EMAX Media, Inc. (the "Original Investoe) by the
Company in the original principal amount of fifty thousand dollars
($50,000) is a valid debt and current outstanding obligation of the
Issuance
Company;
B)
the
Company's Board of Directors duly approved the issuance of the

Original Note to the Original Investor and the Exchange Note to
Blackbridge Capital, LLC.
C)
the
Board of Directors duly approved the terms of that certain

Note Purchase Agreement by and between EMAX Media, Inc. and
Blackbridge Capital, LLC, dated June 29, 2015.
D)
The Company's officers and directors have not entered into or given any
commitment contemplating the receipt or acceptance of any said
consideration arising out of or relating to the issuance of the Exchange
Company's
Note.
E)
F)
To my best knowledge and after completing the aforementioned review of

the Company's shareholder and corporate records, I am able to certify that
EMAX Media, Inc. is not an officer, director, or directly or indirectly, ten
percent (10.00%) or more stockholder of the Company and said person
have not had any such status in the one hundred fifty (150) days
immediately preceding the date of this Certificate.
To my best
knowledge and after completing the aforementioned review of

Company's shareholder and corporate records, I am able to certify that
Blackbridge Capital, LLC and its partners and management are not
officers, directors, or directly or indirectly, ten percent (10.00%) or more
stockholders of the Company and none of said persons have had any such
the
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status in the
hundred
of this Certificate.
one
fifty (150) days immediately preceding
the date
I understand the constraints
imposed under Rule 144 on those persons who

to
be
deemed
be
"affiliates," as that term is defined in Rule
may
144(a)(1) of the 1933 Act.
G)
are or
I understand that all of the
representations set forth in this Certificate will

be relied upon by counsel to Blackbridge Capital, LLC in connection with
the preparation of a legal opinion claiming the exemption provided by
I)
Rule 144 of the Securities Act of 1933,

I
J)
represent
amended.
to the best of my
has not been

I
as
shell
knowledge that Hollywall Entertainment Inc.

corporation during the last year nor since its inception.
affix my signature to this Notarized Certificate and

the accuracy of the statements made herein.
hereby
By
Signed:
.PoVii71,_6eK__
hereby confirm
Date: 6/29/2015
Name: Roxanna Green

Title: COO/Sec
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CIVIL DIVISION
HOLLYWALL
PLAINTIFF,
-V-
BLACKRIDGE CAPITAL
LLC,
CLEARTRUST, LLC,
CORPORATION,
/
EXHIBIT B
AMENDMENT TO
PROMISSORY
NOTE
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CONVERTIBLE PROMISSORY NOTE AMENDING AGREEMENT
THIS
CONVERTIBLE PROMISSORY NOTE AMMENDING AGREEMENT (the

is
"Agreement") made effective as ofthe 8th day of August 2016, by and among Blackbridge Capital LLC
("Blackbridge"), and Hollywall Entertainment Inc. (the "Company).
WHEREAS, Blackbridge and the Company entered into a restated Convertible Promissory Note
dated June 29, 2015
(the 'Note);
and
NOW THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto,
the
parties hereto agree as
follows:
1. Modified Conversion Price. The

as
parties agree to amend Section 2.2.
Conversion Price of the Note
follows:
Upon any conversion of this Note submitted to the Company or Transfer Agent after
August 8, 2016, the Conversion Price shall equal to Filly Percent (50%) of the lowest Trading Price (defined below)
during the Valuation Period (defined below), and the Conversion Amount shall be the amount ofprincipal or
interest electively converted in the Conversion Notice. The total number ofshares due under any conversion notice
("Notice Shares') will be equal to the Conversion Amount divided by the Conversion Price.
Section 2.2. Conversion Price.
On the date that
Company shall deliver an estimated number of

equal to the Conversion Amount divided by the product
("Estimated Shares')
brokerage
and
of(i) Fifly Percent (50%)
(ii) the lowest trading price in the twenty trading days prior to the day the Holder
a
Conversion Notice is delivered to Holder, the
shares
to
Holder's
account
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 ofEstimated Shares and
Additional Shares already delivered to Holder is less than the Notice Shares, the company must immediately deliver
enough shares equal to the Ofference ("Additional Shares '). A Conversion Amount will not be consideredfully
converted until the end of the Valuation Periodfor 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 marketfor
such security, the price ofsuch 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 Common Stock is tradable for any period on
the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then
being traded
Signature Page to Follow
08/23/2016 9:17 PM
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Page 44
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day and year
first above written.
Blackbridge Capital LLC:
Company:
Hollywall
Entertainment Inc.
By
<
Roxanna Green/COO
Name:
Title
08/23/2016 9:17 PM
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Page 45
Signature Page of Convertible Promissory Note Amending Agreement
08/23/2016 9:17 PM
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Page 46

CIVIL DIVISION
HOLLYWALL
PLAINTIFF,
-V-
BLACKRIDGE CAPITAL
LLC,
CLEARTRUST, LLC,
CORPORATION,
/
EXHIBIT C
CONVERSION
NOTICE
08/23/2016 9:17 PM
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Page 47
EXHIBIT 1
CONVERSION NOTICE
(To be executed by the Holder in order to
Convert the
Note)
TO: ClearTrust, LLC

The undersigned hereby irrevocably elects to convert US$ 5,000.00 of the Principal Amount of the above
Note into Shares of Common Stock of Hollywall Entertainment 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.
Furthermore, prior to finalizing this issuance, upon being provided a conversion notice and opinion letter,
please provide Blackbridge Capital (via email) with a DWAC to the below account:
Alpine Securities
DTC Participant #8072
F/F/C to Blackbridge Capital LLC
Conversion Date: 8/18/2016
Applicable Conversion
Price: $0.005
Signature:
DocuSigned by:
2E94F053DDA5410
Name:
Alexander Dillon
Address:
Blackbridge Capital
450 7th Ave
New York, NY 10123
Tax I.D.
Principal
US $
or
Amount to be converted:
5,000.00
Amount of Note unconverted:

US $9,000.00 plus interest
Number of shares of Common Stock to be issued:
08/23/2016 9:17 PM
1,000,000
Electronically
Filed:
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Page 48
erkg@ktD
ciry
3753 Howard
Suite 20()
Las
Hughes Pkwy
.cAP-3
THE BUNKER
Vegas
Nevada 89th9
T: (702) 784-5990
F: (888) 460-8609
..cW'
LAW GROUP, PLLC
E:
benbunker@bunkerlawgroup.com
W: www.bunkerlawgroup.com
(9._)Small Business Solutions
August 18, 2016

ClearTrust, LLC
16540 Pointe Village Dr.
Suite 201
Lutz, FL 33558
Re:
Hollywall Entertainment Inc. stock to be issued to Blackbridge Capital LLC
To Whom It May Concem:

I have been asked to render an opinion conceming the issuance, in a conversion, and
proposed sale of 1,000,000 shares of Hollywall Entertainment Inc., hereinafter referred to as the
Company. These common stock shares are to be issued without restrictive legend and registered
in the name of Blackbridge Capital LLC, hereinafter the Seller.
The Securities Act of 1933 (hereinafter the Act), as amended, provides a safe haven for
these shares under the exemptions contained in Section 230.144, Rule 144(b)(1) as amended
effective 2/15/08, as promulgated by the SEC, and discussed below.
I have been
1.
2.
3.
4.
5.
advised, and it appears, that the relevant facts are as follows:
The Seller acquired the shares to be sold in a transaction not registered under the Act.
These shares stem from a Convertible Promissory Note issued to EMAX Media Inc.
("EMAX") for $50,000.00, by the Company on November 1, 2013. On June 23, 2015,
pursuant to an Assignment and Assumption Agreement, Seller acquired $25,000.00 of the
debt owed to EMAX. Thereafter, on June 29, 2015, the Company's Board of Directors
issued a resolution authorizing the issuance of a replacement Convertible Promissory
Note to the Seller for $25,000.00. Seller then executed a Conversion Notice for the debt
on August 18, 2016, whereby it converted $5,000.00 of the debt into the shares.
Seller is deemed to have owned the shares to be issued since November 1, 2013, and thus
has been the beneficial owner for a period of at least twelve months per Rule
144(d)(1)(ii) since more than twelve months has elapsed.
The Seller is not an affiliate nor a control shareholder of the Company now or within the
past 90 days, is not selling on behalf of an affiliate, and has a bona fide intention to sell
these shares. Moreover, EMAX also is not nor has it been an affiliate of the Company in
the past 90 days.
The converted shares may be issued to Seller without restriction and freely traded as the
Company not is subject to the reporting requirements of section 13 or 15(d) of the Act,
for at least 90 days, and more than twelve months has elapsed.
The Company is not now a shell company, nor has it been a shell company, as defined
under the amended Act, and is traded on the OTC Pink. It is this counsel's opinion that
Rule 144(i) regarding unavailability of the exemption does not apply to the restrictive
legend on the subject securities because this Company and its predecessor entities, if any,
have not been shells and are non-reporting entities.
08/23/2016 9:17 PM
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Page
49
ClearTrust, LLC
In Re:
page #2
6.
The Seller is not acting in concert with any other entity or individual; and the Seller is not
acting on behalf of the Company in an unlawful distribution of its common stock.
Transfer agent may elect, based on their internal guidelines, to first issue restricted shares
and then reissue said shares without restriction, but this opinion is intended to provide for the
issuance of unrestricted shares pursuant to the referenced Conversion Notice.
Based on the foregoing Seller's representations, and my own investigation (including
reviewing the Company's annual and quarterly reports on the OTC Disclosure and News Service
as well as their SEC filings prior), I am of the
opinion that the issuance and proposed sale of these
shares will be exempt from the registration requirements of the Act by reason of, and as
provisioned by, the exemptions contained under Rule 144, as amended effective 2/15/08. No
violation of law will occur because of the issuance and sale of these securities under Rule 144.
However, the stock transfer agent may contact the Company to make a reliance determination in
respect of this letter prior to reissuance without the restrictive legend, as discussed above.
In rendering the opinion, I have assumed without independent verification the
following:
All
signatures on documents I have examined in connection herewith are genuine, each signor
(i)
is an authorized signor, all items submitted to me as originals are originals, and all documents
submitted to me as copies conform with the originals; and (ii) all factual matters, each of the
representations, warranties or statements in the aforementioned documents is true, accurate and

complete in all material respects; and (iii) the parties are acting in good faith and without the
intention to circumvent any securities laws. The law covered by the opinions expressed herein is
limited to U.S. federal law.
Benjamin Bunker, Esq., has no interest in or special knowledge with respect to the
Company and this opinion does not attest to the viability of the company or the marketability of
these shares. Http://bunkerlawgroup.com/ is the website operated by Benjamin Bunker, Esq., and
is part of his law practice. This opinion is rendered solely for the transfer agent, Company, and
Seller's information in connection with the transaction specified above, and may not be relied
upon by any others persons for any other purpose without express written consent. The
broker/dealer may rely upon this opinion letter.
No attorney/client relationship is intended, or created by, this Opinion Letter; attorney
acting as independent, special counsel for this single transaction only.
is
Sincerely,
.1r\
Benjamin L. Bunker, Esq.
08/23/2016 9:17 PM
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Page
50
(Non-
Seller's Representation Letter

Affiliate- Reporting Company, Twelve-Month Holding
Period)
Re: Proposed sale(s) of 1,000,000

Shares of Common Stock (the "Shares") of Hollywall Entertainment Inc. (The "Issue')
pursuant to Rule 144 under the Securities Act of 1933, as amended ("Rule 144).
I propose to sell the above- referenced Shares in the manner permitted by Rule 144. In this
connection, I represent to you and warrant as follows:
1. I
a
not an underwriter with respect to the Shares. Nor will the

of
part a distribution of securities of the Issuer.
2. I
am
proposed transaction be
currently an affiliate of the Issuer and have not been and affiliate of the Issuer
(including 10% shareholder) for the three- month period immediately preceding the
proposed sale under Ru1e144.
am
not
3. Based in part upon the information furnished by the Issuer, the Shares are fully paid and
minimum of twelve months has elapsed since the date the Shares were acquired from the
Issuer or an affiliate of the Issuer as described in Rule 144.
a
4. I have full intent to sell these shares within a reasonable amount of time. If the shares
are not sold by me, I will return them to IssuersTransfer Agent to have the restriction
placed back on the face of the certificate(s) immediately (if shares have been held greater
than six months but less than one year).
5. Based in
reason
to
part upon information published or made available to me, by the Issuer, I have
believe there is adequate current public information with respect to the Issuer. I
understand that if I do not sell the shares immediately, I must make certain that when I do
sell the shares, enough public information exists at that time.
familiar with Rule 144 and agree that, in connection with the matters described above;
and
the Issuer are relying on statements made herein. I intend to fully comply with the
you
rules requirements. The Issuer or their legal council may rely on such statements as if this
letter were addressed to the issuer or legal counsel.
I
am
Very Yours Truly,

DocuSigned by:
\2E94F053DDA5410
Signature
Alexander Dillon
Principal
Blackbridge Capital, LLC
Date: August 18, 2016
08/23/2016 9:17 PM
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Page
51
I nbox
From:
Matt
Turlip <matt@bbridgecapital.com>
Thursday, August 18, 2016 3:24 PM
Sent:
To:
lnbox
Cc:
Richard Edelson
Subject:
Blackbridge Capital
Attachments:
HWAL Conversion Notice 8.18.2016

HWAL-AD-N01-0615-0O3 Conversion Notice updated.pdf; HWAL-AD-N01-0615-0O3
Seller's Rep Letter.pdf; HWAL Blackbridge 8-18-16.pdf
Categories:
Matt
Good afternoon,
Please find attached another conversion package for us in HWAL. We'd like the issuance
and sent to our account at ALPINE. We would like this issuance processed as a RUSH.
Please let me know if you need anything else in order to compete it. Thanks.
Send
processed via DWAC
payment reference when available.
Best,
Matt
Turlip
Head of Research &
Trading
450-7th Avenue,
6th Floor
NY 10123
New York,
P. (212) 655-9604
C. (917) 341-4382
08/23/2016 9:17 PM
Electronically
Filed:
Judicial Circuit
Page 52

HWAL V Blackbridge Original Complaint

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HWAL V Blackbridge Original Complaint

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Filing # 45598306

E-Filed 08/23/2016 09:17:35 PM

IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT

IN AND FOR HILLSBOROUGH COUNTY, FLORIDA

EMERGENCY VERIFIED COMPLAINT FOR IMMEDIATE INJUNCTION

NOW, Plaintiff, HOLLYWALL ENTERTAINMENT, INC. (Hereafter referred

"HWAL"), pursuant to Chapter 86 et.

seq., Florida Statutes and Florida Rule of Civil

by and through the undersigned Attorney,

due to be issued and delivered to the

CAPITAL, LLC (Hereafter referred so

files such matter

Corporation and all shareholders

issuance and tendering of such shares will

harm to the Plaintiff Corporation. The Plaintiff Corporation

indispensable or related party being CLEARTRUST, LLC,

necessarily names to the action as

and would state the

NATURE OF EMERGENCY AND OVERVIEW

of action for immediate

per Rule 5.18 of the

Complex Business Litigation Division, the potential venue division of this

debt conversion set forth herein by the

injunction is being filed as

promissory note holder, are

day after this filing. (Filing date of August 23, 2016,

The creditor defendant is

share, when the

due to be issued and delivered

the creditor defendant is

$50,000.00 for a conversion presented of $5,000.00. As

set forth herein such conversion

wholly wrongful by the creditor defendant.

number of shares to be issued is four times those

artificially decrease the

injunction such damages will not be

financing and acquisitions

entitled, and such delivery and sale of such

the Market. If not

stopped by the well

damage to the ability of the Company to

respondent creditor has assurances

artificially depressed share price.

respondent creditor has a guaranteed reserve

carry out essential

well, the defendant

of 30,000,000 shares of the

timing of this filing is made within three

the part of the

DISCLAIMER OF VERIFICATION NOTARIZATION

AT THE TIME OF FILING OF THE PRESENT

EMERGENCY NATURE AND TIMING OF SUCH MATTER, VERIFICATION

appropriate before this

attempts by the Defendant BLACKBRIDGE

attempting to use debt held for conversion into

debt holder of HWAL has the

shares of HWAL which debt conversion

being completed exclusively done in Hillsborough County, Florida.

Court since this matter involves

Suite 206, Lutz, Florida 33558, who is the SEC

responsible for all duties

stock transfer agent for HWAL and is

of issuance and maintaining necessary stock