X0306 4 2019-02-01 0 0001516551 Nemus Bioscience, Inc. NMUS 0001728413 Emerald Health Sciences Inc. OFFICE 8262, THE LANDING 200 - 375 WATER ST. VANCOUVER A1 V6B 0M9 BRITISH COLUMBIA, CANADA 0 0 1 0 7% Convertible Debt 0.40 2019-02-01 4 J 0 2000000.00 A Common Stock 5000000 2000000.00 D Warrant (Right to Buy) 0.50 2019-02-01 4 J 0 2500000 A Common Stock 2500000 2500000 D Represents an advance of $2,000,000 (the "Advance") made by the Reporting Person to the Issuer pursuant to a Multi-Draw Credit Agreement, between the Issuer and the Reporting Person (the "Agreement"). The Advance is convertible into shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), at the Reporting Person's option, in whole or in part, at any time after issuance. The conversion price of $.40 per share of Common Stock will be subject to adjustment for stock dividends, stock splits, dilutive securities issuances and other customary adjustment events. The maturity date is the earlier of (a) October 5, 2022 and (b) the date on which all amounts under the Agreement shall become due and payable. The common stock purchase warrant (the "Warrant") was issued to the reporting person in connection with the Advance pursuant to the Agreement. The Warrant is exercisable at the Reporting Person's option, in whole or in part, at any time after issuance. The expiration date is 5 years from the issuance of the Warrant. The Warrant shall continue to be exercisable notwithstanding the repayment in full of the Advance. Represents 50% of the number of shares issuable upon conversion of the Advance. /s/ James L. Heppell, Director 2019-02-01