Memorandum
of Understanding


 


June
11, 2015


 


David
Dinenberg


Manager

Kind Agrisoft, LLC


1680
Vine Street, Suite 706

Los Angeles, CA 90028


 


RE:
Negotiation of Surna’s lien on the assets of Agrisoft Development Group, LLC


 


Mr.
Dinenberg,


 


As you know,
Surna, Inc., a Nevada Corporation (“Surna”), holds a promissory note (the “Agrisoft Note”) obligating
Agrisoft Development Group, a South Dakota limited liability company (“Agrisoft”) to pay Surna $260,000, plus all
accrued and unpaid interest. The current balance is $271,363.01 and continues to accrue interest at the rate of approximately
$71.23 per day. The Agrisoft Note was secured by the assets of Agrisoft via a security agreement between Surna and Agrisoft in
March of 2015. Surna’s security interest was subsequently perfected by filing notice of the security agreement with the
South Dakota Secretary of State. Kind Agrisoft, LLC (“Kind”) would like to extinguish Surna’s lien so that it
may take title to the assets of Agrisoft free and clear of any encumbrances. As such, Kind and Surna have come to the following
agreement:


 


	 	I.	The
    total obligations of Agrisoft together with accrued interest (based upon the above assumptions of the current balance of the
    loan and additional daily interest) shall be calculated (the “Outstanding Obligations”) as of the date of an initial
    payment by Kind of not less than twenty-five thousand dollars ($25,000) (the “Initial Payment”) to Surna, and
    such total amount together with accrued interest shall then be payable by Kind to Surna as follows:


 


	 	a.	The
    Initial Payment, which shall be made not later than two (2) business days after closing of the purchase of Agrisoft’s
    assets by Kind, shall be applied to the Outstanding Obligations, and the amount remaining shall be the “Principal Obligations”.
	 	 	 
	 	b.	The Principal
    Obligations shall bear interest at eight percent (8%) annually and payable to Surna, Inc.
	 	 	 
	 	c.	Payment schedule:


 


	 	i.	On
    the first day of the fourth month after the Initial Payment, Kind shall pay forty thousand dollars ($40,000) to be applied
    to the Principal Obligations.
	 	 	 
	 	ii.	Kind shall pay
    fifty thousand dollars ($50,000) (or such lesser amount as necessary to make the final payment) to Surna every three months
    thereafter, until the Outstanding Obligations are fully satisfied.


 


	 	d.	In
    the event of default by Kind, all amounts owing shall be accelerated and immediately due to Surna as of the date of default.


 


 


 




    	 



    	 



    

 


	 	II.	Upon
    acquisition of the Agrisoft assets, Kind shall grant a security interest to Surna via a valid Security Agreement and shall
    assist Surna in perfecting its security interest in the assets. The security interest only secures payments of the amounts
    due pursuant to Section I, above.


 


	 	a.	Once
    the balance of the Outstanding Obligations payable to Surna falls below $100,000 Surna agrees to subordinate such lien to
    any lien required by Kind’s credible lenders as part of a new loan to Kind.
	 	 	 
	 	b.	Prior to closing
    by Kind on the purchase of Agrisoft’s assets, Surna shall deliver a UCC-3 termination statement releasing Surna’s
    lien on Agrisoft’s assets. Surna’s release of Agrisoft from its liability to Surna shall be effective upon the
    closing by Kind on the purchase of Agrisoft’s assets.


 


	 	III.	Kind
    shall pay to Surna a one percent (1%) royalty on EBITDA (calculated in conformity with GAAP) quarterly, provided that Kind’s
    cumulative payments of all amounts due under Section I and this Section III shall not exceed $600,000.
	 	 	 
	 	IV.	Kind and Surna
    shall negotiate in good faith regarding a co-development and licensing agreement for technologies related to monitoring, optimizing,
    and automating growth conditions for cannabis.


 


If the foregoing
comports with your understanding of the agreement between Kind and Surna, please so indicate by your signature below, and return
this letter (or an electronic facsimile hereof) to Surna at the address below.


 


	For
    Surna, Inc.:	 	For
    Kind Agrisoft, LLC:
	 	 	 
	/s/
    Tae Darnell	 	/s/
    David Dinenberg
	Tae
    Darnell, President	 	David
    Dinenberg, Manager