Exhibit
10.1


 


PROMISSORY
NOTE AMENDMENT


 


THIS
PROMISSORY NOTE AMENDMENT (the “Amendment”) is made this 15th day of April, 2016 (the “Effective
Date”), by and among, SURNA INC., a Nevada Corporation (“Debtor”), STEPHEN KEEN,
an individual, and BRANDY KEEN, an individual (collectively, the “Holders”).


 


WHEREAS,
on or about July 25, 2014, the Debtor made and delivered to the Holders a Promissory Note (the “Note”) in the
principal amount of Two Hundred Fifty Thousand Dollars ($250,000.00), which is held jointly by the Holders, a copy of which is
attached hereto as Exhibit A;


 


WHEREAS,
as of the Effective Date, the current outstanding amount underlying the Note is $194,514.43 (the “Outstanding Balance”);
and


 


WHEREAS,
the parties hereby agree to amend the Note to modify the schedule of payments to be made thereunder, upon the terms and conditions
hereinafter set forth.


 


NOW
THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend
the Note, as follows.


 


1.
Amendments.


 


(i)
The Note shall be amended such that the Debtor (a) shall pay One Hundred Thousand Dollars ($100,000.00) to the Holders on or around
April 15, 2016, which shall reduce the Outstanding Balance to $94,514.43, as of such date, and (b) shall not be obligated to make
any additional payments under the Note to the Holders until the three month anniversary of the date hereof, at which time the
Debtor shall resume making monthly payments of Five Thousand Dollars ($5,000.00), or such lesser amount as required to fully satisfy
the obligations, until the Outstanding Balance is paid in full.


 


(ii)
For the avoidance of doubt, in connection with Section 1(i) above, the parties agree that (a) the Note no longer has to be paid
in full on July 18, 2016 and (b) no default has occurred or is continuing at the Effective Date.


 


2.
Effect of Amendment. The parties acknowledge and agree that all of the terms, provisions, covenants and conditions of the
Note shall hereafter continue in full force and effect in accordance with the terms thereof, except to the extent expressly amended
as provided herein. This Amendment is intended to be attached to, and shall constitute an integral part of, the Note held by the
Holders.


 


3.
Counterparts; Electronic Transmission. This Amendment may be executed by the respective parties on two or more counterparts,
each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This
Amendment may be executed by the parties and transmitted by electronic or facsimile transmission with the same effect as if the
parties had delivered an executed original Consent and Amendment.


 


[Signature
page follows]


 




    	 	 	 



    	 	 	 



    


 


IN
WITNESS WHEREOF, the parties have executed this instrument as of the Effective Date set forth above.


 


	“Debtor”	Surna
    Inc.	 	 	 
	 	1780
    55th St., Suite A	 	 	 
	 	Boulder,
    CO 80301	 	 	 
	 	 	 	 	 
	By:	/s/
    Ellen White	 	 	 
	 	 	 	 	 
	 	Ellen
    White	 	 	 
	 	 	 	 	 
	Its:	Chief
    Financial Officer	 	 	 
	 	 	 	 	 
	“Holders”	Stephen
    Keen	 	 	Brandy
    Keen
	 	6519
    Steeple Rock Dr	 	 	6519
    Steeple Rock Dr
	 	Frederick,
    CO 80516	 	 	Erie,
    CO 80516
	 	 	 	 	 
	By:	/s/
    Stephen Keen	 	By:	/s/
    Brandy Keen