Exhibit 10.03


 


THIS NOTE (AS DEFINED BELOW) MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR
(AS DEFINED BELOW). THIS NOTE IS SUBJECT TO A RIGHT OF OFFSET IN FAVOR OF INVESTOR UPON THE OCCURRENCE OF CERTAIN EVENTS AS SET
FORTH IN MORE DETAIL IN SECTION 6 BELOW.


 


	 	State of Utah
	$125,000.00	May 20, 2016


 


SECURED INVESTOR NOTE #1


 


FOR
VALUE RECEIVED, Chicago Venture Partners, L.P., a Utah limited partnership (“Investor”),
hereby promises to pay to Notis Global, Inc., a Nevada corporation (“Company”,
and together with Investor, the “Parties”), the principal sum of $125,000.00 together with all accrued and unpaid
interest thereon, fees incurred or other amounts owing hereunder, all as set forth below in this Secured Investor Note #1 (this
“Note”). This Note is issued pursuant to that certain Securities Purchase Agreement of even date herewith, entered
into by and between Investor and Company (as the same may be amended from time to time, the “Purchase Agreement”),
pursuant to which Company issued to Investor that certain Convertible Promissory Note in the principal amount of $1,242,500.00
(as the same may be amended from time to time, the “Company Note”), convertible into shares of Company’s
Common Stock. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Purchase
Agreement.


 


1.          Principal
and Interest. Interest shall accrue on the unpaid principal balance and any unpaid late fees or other fees under this Note
at a rate of ten percent (10%) per annum from the Purchase Price Date (as defined in the Company Note) until the full amount of
the principal and fees has been paid. Interest shall be computed on the basis of a 360-day year comprised of twelve (12) thirty
(30) day months, shall compound daily and shall be payable in accordance with the terms of this Note.. Notwithstanding any provision
to the contrary herein, in no event shall the applicable interest rate at any time exceed the maximum interest rate allowed under
applicable law, as provided in Section 12 below. The entire unpaid principal balance and all accrued and unpaid interest, if any,
under this Note, shall be due and payable on the date that is fifteen (15) months from the date hereof (the “Investor
Note Maturity Date”); provided, however, that Investor may elect, in its sole discretion, to extend the
Investor Note Maturity Date for up to thirty (30) days by delivering written notice of such election to Company at any time prior
to the Investor Note Maturity Date.


 


2.          Payment.
Unless prepaid, all principal and accrued interest under this Note is payable in one lump sum on the Investor Note Maturity
Date. All payments of interest and principal shall be (i) in lawful money of the United States of America, and (ii) in the form
of immediately available funds. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid
interest, and thereafter to principal. Payment of principal and interest hereunder shall be delivered to Company at the address
furnished to Investor for that purpose.


 


3.          Prepayment
by Investor. Investor may, with Company’s consent, pay, without penalty, all or any portion of the outstanding balance
along with any accrued but unpaid interest on this Note at any time prior to the Investor Note Maturity Date. Notwithstanding the
foregoing, on the date that is three (3) months from the date hereof (the “Conditional Prepayment Date”), Investor
shall be obligated to prepay the outstanding balance of this Note if each of the following conditions is met: (a) no Event of Default
(as defined in the Company Note) shall have occurred under the Company Note during the period beginning on the date hereof and
ending on the Conditional Prepayment Date; (b) the average daily dollar volume of the Common Stock on its principal market for
the twenty (20) Trading Days (as defined in the Company Note) immediately preceding the Conditional Prepayment Date is greater
than $55,000.00; (c) the Market Capitalization (as defined in the Company Note) of the Common Stock on the Conditional Prepayment
Date is greater than $3,000,000.00; and (d) the Share Reserve on the Conditional Prepayment Date is equal to or greater than three
(3) times the number of shares of Common Stock obtained by dividing the outstanding balance of the Company Note on the Conditional
Prepayment Date by the Conversion Price (as defined in the Company Note) as of the Conditional Prepayment Date.


 




     


     


    

 


4.          Security.
The payment of this Note (and all the other Secured Investor Notes) shall be secured by that certain Membership Interest Pledge
Agreement of even date herewith (as the same may be amended from time to time, the “Pledge Agreement”) executed
by Investor, as Pledgor, in favor of Company, as Secured Party, whereby Investor has pledged as collateral its 60% membership interest
in Typenex Medical, LLC, an Illinois limited liability company, as more specifically set forth in the Pledge Agreement. All the
terms and conditions of the Pledge Agreement are hereby incorporated into and made a part of this Note.


 


5.          Termination
of Security Interest. As set forth in the Pledge
Agreement, Company covenants and agrees that upon
the earlier of (i) the date on which all of the Secured Investor Notes are repaid in full and (ii) at Investor’s
election, the date that is six (6) months and three (3) days following the execution of the Pledge Agreement, or such later date
as specified by Investor in its sole discretion
(the “Termination Date”), the Pledge Agreement and all security interests granted thereunder with respect to
the Collateral (as defined in the Pledge Agreement) shall terminate, and Investor,
as Company’s attorney-in-fact, shall be
authorized to terminate all UCC Financing Statements (Form UCC1) (each, a “Financing Statement”) filed under
the Pledge Agreement by way of filing a UCC Financing Statement Amendment (Form UCC3) with respect to each such Financing Statement,
and to take all other actions (including making
all filings) necessary to reflect that the Pledge Agreement and the security interests granted thereunder have terminated. For
avoidance of doubt, after the Termination Date, there shall be no collateral securing this Note.


 


6.          Right
of Offset. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, in the event (i) of
the occurrence of any Event of Default (as defined in the Company Note) under the Company Note or any other note issued by Company
in connection with the Purchase Agreement, (ii) of a breach of any material term, condition, representation, warranty, covenant
or obligation of Company under any Transaction Document, or (iii) Company sells, transfers, assigns, pledges or hypothecates this
Note, or attempts to do any of the foregoing, whether voluntarily or involuntarily, Investor shall be entitled to deduct and offset
any amount owing by Company under the Company Note from any amount owed by Investor under this Note (the “Investor Offset
Right”), provided that if any of the foregoing events occur and Investor has not yet exercised the Investor Offset Right,
the Investor Offset Right shall be automatically exercised on the date that is thirty (30) days prior to the Investor Note Maturity
Date (an “Automatic Offset”). Other than with respect to an Automatic Offset, Investor may only elect to exercise
the Investor Offset Right by delivering to Company an offset notice in a form substantially similar to Exhibit C
to the Company Note or another form of Investor’s choosing. In the event that Investor’s exercise of the Investor Offset
Right under this Section 6 results in the full satisfaction of Investor’s obligations under this Note, then Company shall
return this Note to Investor for cancellation or, in the event this Note has been lost, stolen or destroyed, Company shall provide
Investor with a lost note affidavit in a form reasonably acceptable to Investor.


 




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7.          Default.
If any of the events specified below shall occur (each, an “Investor Note Default”) Company may declare the
unpaid principal balance under this Note, together with all accrued and unpaid interest thereon, fees incurred or other amounts
owing hereunder immediately due and payable, by notice in writing to Investor. If any default, other than a Payment Default (as
defined below), is curable, then the default may be cured (and no Investor Note Default will have occurred) if Investor, after
receiving written notice from Company demanding cure of such default, either (i) cures the default within fifteen (15) days of
the receipt of such notice, or (ii) if the cure requires more than fifteen (15) days, immediately initiates steps that Company
deems in Company’s reasonable discretion to be sufficient to cure the default and thereafter diligently continues and completes
all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. Each of the following events
shall constitute an Investor Note Default:


 


7.1.          Failure
to Pay. Investor’s failure to make any payment when due and payable under this Note (a “Payment Default”);


 


7.2.          Breaches
of Covenants. Investor’s failure to observe or perform any other covenant, obligation, condition or agreement contained
in this Note;


 


7.3.          Representations
and Warranties. If any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished
by or on behalf of Investor to Company in writing in connection with this Note or any of the other Transaction Documents, or as
an inducement to Company to enter into the Purchase Agreement, shall be false or misleading in any material respect when made or
furnished; and


 


7.4.          Involuntary
Bankruptcy. If any involuntary petition is filed under any bankruptcy or similar law or rule against Investor, and such petition
is not dismissed within sixty (60) days, or a receiver, trustee, liquidator, assignee, custodian, sequestrator or other similar
official is appointed to take possession of any of the assets or properties of Investor.


 


8.          Binding
Effect; Assignment. This Note shall be binding on the Parties and their respective heirs, successors, and assigns; provided,
however, that neither Party shall assign any of its rights hereunder without the prior written consent of the other Party,
except that Investor may assign this Note to any of its Affiliates without the prior written consent of Company and, furthermore,
Company agrees that it shall not unreasonably withhold, condition or delay its consent to any other assignment of this Note by
Investor.


 


9.          Governing
Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement
to determine the proper venue for any disputes are incorporated herein by this reference.


 


10.         Purchase
Agreement; Arbitration of Disputes. By acceptance of this Note, each Party agrees to be bound by the applicable terms, conditions
and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration
Provisions attached as an exhibit to the Purchase Agreement.


 


11.         Customer
Identification–USA Patriot Act Notice. Company hereby notifies Investor that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the “Act”), and Company’s
policies and practices, Company is required to obtain, verify and record certain information and documentation that identifies
Investor, which information includes the name and address of Investor and such other information that will allow Company to identify
Investor in accordance with the Act.


 




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12.         Lawful
Interest. It being the intention of Company and Investor to comply with all applicable laws with regard to the interest charged
hereunder, it is agreed that, notwithstanding any provision to the contrary in this Note or any of the other Transaction Documents,
no such provision, including without limitation any provision of this Note providing for the payment of interest or other charges,
shall require the payment or permit the collection of any amount in excess of the maximum amount of interest permitted by law to
be charged for the use or detention, or the forbearance in the collection, of all or any portion of the indebtedness evidenced
by this Note or by any extension or renewal hereof (“Excess Interest”). If any Excess Interest is provided for,
or is adjudicated to be provided for, in this Note, then in such event:


 


12.1.          the
provisions of this Section 12 shall govern and control;


 


12.2.          Investor
shall not be obligated to pay any Excess Interest;


 


12.3.          any
Excess Interest that Company may have received hereunder shall, at the option of Company, be (i) applied as a credit against the
principal balance due under this Note or the accrued and unpaid interest thereon not to exceed the maximum amount permitted by
law, or both, (ii) refunded to Investor, or (iii) any combination of the foregoing;


 


12.4.          the
applicable interest rate or rates shall be automatically subject to reduction to the maximum lawful rate allowed to be contracted
for in writing under the applicable governing usury laws, and this Note and the Transaction Documents shall be deemed to have been,
and shall be, reformed and modified to reflect such reduction in such interest rate or rates; and


 


12.5.          Investor
shall not have any action or remedy against Company for any damages whatsoever or any defense to enforcement of this Note or arising
out of the payment or collection of any Excess Interest.


 


13.         Pronouns.
Regardless of their form, all words used in this Note shall be deemed singular or plural and shall have the gender as required
by the text.


 


14.         Headings.
The various headings used in this Note as headings for sections or otherwise are for convenience and reference only and shall not
be used in interpreting the text of the section in which they appear and shall not limit or otherwise affect the meanings thereof.


 


15.         Time
is of the Essence. Time is of the essence with this Note.


 


16.         Severability.
If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of the
Parties to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.


 


17.         Attorneys’
Fees. If any arbitration or action at law or in equity is necessary to enforce this Note or to collect payment under this Note,
Company shall be entitled to recover reasonable attorneys’ fees directly related to such enforcement or collection actions.


 


18.         Amendments
and Waivers; Remedies. No failure or delay on the part of either Party hereto in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to either Party hereto at law, in equity or otherwise. Any amendment,
supplement or modification of or to any provision of this Note, any waiver of any provision of this Note, and any consent to any
departure by either Party from the terms of any provision of this Note, shall be effective (i) only if it is made or given in writing
and signed by Investor and Company and (ii) only in the specific instance and for the specific purpose for which made or given.


 




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19.         Notices.
Unless otherwise provided for herein, all notices, requests, demands, claims and other communications hereunder shall be given
in accordance with the subsection of the Purchase Agreement titled “Notices.” Either Party may change the address to
which notices, requests, demands, claims and other communications hereunder are to be delivered by providing notice thereof in
the manner set forth in the Purchase Agreement.


 


20.         Final
Note. This Note, together with the other Transaction Documents, contains the complete understanding and agreement of Investor
and Company and supersedes all prior representations, warranties, agreements, arrangements, understandings, and negotiations of
Investor and Company with respect to the subject matter of the Transaction Documents. THIS NOTE, TOGETHER WITH THE OTHER TRANSACTION
DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


21.         Waiver
of Jury Trial. EACH OF INVESTOR AND COMPANY IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED
BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE,
LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY’S
RIGHT TO DEMAND TRIAL BY JURY.


 


[Remainder of page intentionally left blank;
signature page follows]


 




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IN WITNESS WHEREOF, the
Parties have executed this Note as of the date set forth above.


 


	 	INVESTOR:
	 	 
	 	Chicago Venture Partners, L.P.
	 	 	 
	 	By:	Chicago Venture Management, L.L.C.,
	 	 	its General Partner
	 	 	 
	 	 	By: 	CVM, Inc., its Manager
	 	 	 	 	 
	 	 	 	By:	/s/ John M. Fife
	 	 	 	 	John M. Fife, President
	 	 
	 	 
	 	 


 


ACKNOWLEDGED, ACCEPTED AND AGREED:


 


COMPANY:


 


Notis
Global, Inc.


 


	By: 	/s/ Jeffrey Goh	 
	Name:  	Jeffrey Goh	 
	Title:  	President and Chief Executive Officer	 


 


[Signature Page to Secured Investor Note
#1]