Exhibit 10.06


 


EQUITY PURCHASE AGREEMENT


 


This Equity Purchase Agreement is entered
into as of the 22nd day of June, 2016 (this “Agreement”), by and between Notis Global, Inc., a Nevada
corporation (the “Company”), and Redwood Management, LLC (the “Investor”).


 


WHEREAS, the
parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor,
from time to time as provided herein, and the Investor shall purchase up to Five Million Dollars ($5,000,000) of the Company’s
Common Stock (as defined below);


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


ARTICLE I


CERTAIN DEFINITIONS


 


Section 1.1 DEFINED
TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings
to be equally applicable to both the singular and plural forms of the terms defined):


 


“Agreement”
shall have the meaning specified in the preamble hereof.


 


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Claim Notice”
shall have the meaning specified in Section 9.3(a).


 


“Clearing Costs”
shall mean all of the Investor’s broker and Transfer Agent fees, excluding commissions.


 


“Clearing Date”
shall be the date on which the Investor receives the Put Shares as DWAC Shares in its brokerage account.


 


“Closing”
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.


 


“Closing Certificate”
shall mean the closing certificate of the Company substantially in the form of Exhibit B hereto.


 


“Closing Date”
shall mean the date of any Closing hereunder.


 


“Commitment
Debenture” shall mean the 10% Convertible Debenture in the principal amount of $100,000, substantially in the form of
Exhibit C hereto, issued by the Company to the Investor on June 22, 2016.


 




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“Commitment
Period” shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the
Investor shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount or (ii) December 22,
2017.


 


“Common Stock”
shall mean the Company’s common stock, $0.001 par value per share, and any other class of securities into which such securities
may hereafter be reclassified or changed.


 


“Common Stock
Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.


 


“Company”
shall have the meaning specified in the preamble to this Agreement.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees
and disbursements and costs and expenses of expert witnesses and investigation).


 


“Dispute Period”
shall have the meaning specified in Section 9.3(a).


 


“DTC”
shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


“DTC/FAST Program”
shall mean the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the DTC.


 


“DWAC Eligible”
shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements, including,
without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the DTC’s
underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Underlying Shares or Put
Shares, as applicable, are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting
or limiting delivery of the Underlying Shares or Put Shares, as applicable, via DWAC.


 


“DWAC Shares”
means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction
on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account with
DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.


 




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“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange Cap”
shall have the meaning set forth in Section 7.1(c).


 


“Execution
Date” shall mean the date of this Agreement.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“Indemnified
Party” shall have the meaning specified in Section 9.2.


 


“Indemnifying
Party” shall have the meaning specified in Section 9.2.


 


“Indemnity
Notice” shall have the meaning specified in Section 9.3(b).


 


“Investment
Amount” shall mean the Put Shares referenced in the Put Notice multiplied by the Purchase Price minus the Clearing Costs.


 


“Investor”
shall have the meaning specified in the preamble to this Agreement.


 


“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Market Price”
shall mean the lowest VWAP on the Principal Market for any Trading Day during the Valuation Period.


 


“Material Adverse
Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company and the
Subsidiaries that is material and adverse to the Company and the Subsidiaries, taken as a whole, and/or any condition, circumstance,
or situation that would prohibit or otherwise interfere with, in any material respect, the ability of the Company to enter into
and perform its obligations under any Transaction Document.


 


“Maximum Commitment
Amount” shall mean Five Million Dollars ($5,000,000).


 


“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Principal
Market” shall mean any of the national exchanges (i.e. NYSE, NYSE MKT, Nasdaq), or principal quotation systems (i.e.
OTCQX, OTCQB, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time the principal
trading platform or market for the Common Stock.


 




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“Purchase Price”
shall mean 80% of the lowest traded price of the Common Stock during the Valuation Period.


 


“Put”
shall mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions
of this Agreement.


 


“Put Date”
shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section 2.2(b).


 


“Put Notice”
shall mean a written notice, substantially in the form of Exhibit A hereto, to Investor setting forth the Put Shares which
the Company intends to require Investor to purchase pursuant to the terms of this Agreement.


 


“Put Shares”
shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice in
accordance with the terms and conditions of this Agreement.


 


“Registration
Statement” shall have the meaning specified in Section 6.4.


 


“Regulation
D” shall mean Regulation D promulgated under the Securities Act.


 


“Required Minimum”
shall mean, as of any date, the number of shares of Common Stock potentially issuable pursuant to this Agreement calculated by
dividing $5,000,000 by the applicable Purchase Price.


 


“Rule 144”
shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“SEC Documents”
shall have the meaning specified in Section 4.5.


 


“Securities”
means, collectively, the Put Shares, the Commitment Debenture and the Underlying Shares.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Short Sales”
shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


 


“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting
stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated
under the Securities Act.


 


“Third Party
Claim” shall have the meaning specified in Section 9.3(a).


 




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“Trading Day”
shall mean a day on which the Principal Market shall be open for business.


 


“Transaction
Documents” shall mean this Agreement and the Commitment Debenture and all schedules and exhibits hereto and thereto.


 


“Transfer Agent”
shall mean the transfer agent for the Common Stock (and to any substitute or replacement transfer agent for the Common Stock upon
the Company’s appointment of any such substitute or replacement transfer agent).


 


“Transfer Agent
Instruction Letter” means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to issue
the Put Shares and the Underlying Shares pursuant to the Transaction Documents, substantially in the form of Exhibit D hereto.


 


“Underlying
Shares” means the shares of Common Stock issued and issuable upon conversion or redemption of the Commitment Debenture
and issued and issuable in lieu of the cash payment of interest on the Commitment Debenture in accordance with the terms of the
Commitment Debenture.


 


“Valuation
Period” shall mean the period of ten (10) Trading Days immediately following the Clearing Date associated with the applicable
Put Notice during which the Purchase Price of the Common Stock is valued. The Investor shall notify the Company in writing of the
occurrence of the Clearing Date associated with a Put Notice. The Valuation Period shall begin the first Trading Day following
the Clearing Date.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Principal Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Principal Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if the OTC Bulletin Board is a Principal
Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin
Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common
Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency
succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in
all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees
and expenses of which shall be paid by the Company.


 




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ARTICLE II


PURCHASE AND SALE OF COMMON STOCK


 


Section 2.1        PUTS.
Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the Company shall
have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Put Notice from time to time,
to purchase Put Shares (i) in a minimum amount not less than $50,000 (unless agreed to in writing by the Investor) and (ii) in
a maximum amount up to the greater of (a) $50,000 or (b) 300% of the average daily trading volume of the Company’s Common
Stock in the ten (10) Trading Days immediately preceding the Put Date. 


 


Section 2.2        MECHANICS.


 


(a)                          PUT NOTICE.
At any time and from time to time during the Commitment Period, the Company may deliver a Put Notice to Investor, subject to satisfaction
of the conditions set forth in Section 7.2. The Company shall deliver, or cause to be delivered, the Put Shares as DWAC Shares
to the Investor within two (2) Trading Days following the Put Date.


 


(b)                          DATE OF DELIVERY
OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by email by the Investor if such
notice is received on or prior to 9:00 a.m. New York time or (ii) the immediately succeeding Trading Day if it is received by email
after 9:00 a.m. New York time on a Trading Day or at any time on a day which is not a Trading Day. The Valuation Period will commence
one (1) Trading Day following the Clearing Date. The Company may not deliver another Put Notice to the Investor during the Valuation
Period with respect to any Put.


 


Section 2.3        CLOSINGS.
At the end of the Valuation Period the Purchase Price shall be established. If the value of the Put Shares delivered to the Investor
causes the Company to exceed the Maximum Commitment Amount, then immediately after the Valuation Period the Investor shall return
to the Company the surplus amount of Put Shares associated with such Put and the Purchase Price with respect to such Put shall
be reduced by any Clearing Costs related to the return of such Put Shares. The Closing of a Put shall occur within two (2) Trading
Days following the end of the Valuation Period, whereby the Investor shall deliver the Investment Amount by wire transfer of immediately
available funds to an account designated by the Company. In addition, on or prior to such Closing, each of the Company and the
Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by
either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. The Company shall
be prohibited from delivering a subsequent Put Notice during the Valuation Period.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES OF INVESTOR


 


The Investor represents
and warrants to the Company that:


 


Section 3.1        INTENT.
The Investor is entering into this Agreement for its own account and the Investor has no present arrangement (whether or not legally
binding) at any time to sell the Securities to or through any Person in violation of the Securities Act or any applicable state
securities laws; provided, however, that the Investor reserves the right to dispose of the Securities at any time
in accordance with federal and state securities laws applicable to such disposition.


 




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Section 3.2       NO LEGAL
ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely on such
counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal,
tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws
of any jurisdiction.


 


Section 3.3        ACCREDITED
INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor has such experience
in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities. The
Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk.


 


Section 3.4        AUTHORITY.
The Investor has the requisite power and authority to enter into and perform its obligations under this Agreement and the other
Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement
and the other Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby have been duly
authorized by all necessary action and no further consent or authorization of the Investor is required. Each Transaction Document
to which it is a party has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms
hereof, will constitute the valid and binding obligation of the Investor enforceable against it in accordance with its terms, subject
to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application.


 


Section 3.5        NOT
AN AFFILIATE. The Investor is not an officer, director or “affiliate” (as that term is defined in Rule 405 of the
Securities Act) of the Company.


 


Section
3.6        ORGANIZATION AND STANDING. The Investor is an entity
duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation
with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate
the transactions contemplated by this Agreement and the other Transaction Documents.


 


Section 3.7        ABSENCE
OF CONFLICTS. The execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the
transactions contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any
law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision of
any indenture, instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets
is bound, or conflict with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant
to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor
to any third party, or (d) require the approval of any third-party (that has not been obtained) pursuant to any material contract,
instrument, agreement, relationship or legal obligation to which the Investor is subject or to which any of its assets, operations
or management may be subject.


 




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Section 3.8        DISCLOSURE;
ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf of the Company
and has had access to all publicly available information with respect to the Company.


 


Section 3.9        MANNER OF SALE. At no
time was the Investor presented with or solicited by or through any advertisement, article, notice, or other communication regarding
the Securities, published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any
seminar or any other general solicitation or general advertisement.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES OF THE
COMPANY


 


The Company represents
and warrants to the Investor that, except as disclosed in the SEC Documents or except as set forth in the disclosure schedules
hereto:


 


Section 4.1        ORGANIZATION
OF THE COMPANY. Except as set forth in Schedule 4.1, the Company and each of the Subsidiaries is an entity duly incorporated
or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization,
with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.
Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles
of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified
to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of
the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified
or in good standing, as the case may be, could not reasonably be expected to result in a Material Adverse Effect and no proceeding
has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power
and authority or qualification.


 


Section 4.2       AUTHORITY.
The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and
the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by the Company
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate
action and no further consent or authorization of the Company or its Board of Directors or stockholders is required. Each of this
Agreement and the other Transaction Documents has been duly executed and delivered by the Company and constitutes a valid and binding
obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application.


 




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Section
4.3        CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of (a) 10 billion shares
of Common Stock, of which approximately 1.5 billion shares of Common Stock are issued and outstanding and (b) 10,000 shares of
preferred stock, par value $0.001 per share, of which no shares
of preferred stock are issued and outstanding. Except as set forth on Schedule 4.3 and as disclosed in Current Reports on
Form 8-K filed by the Company since the Company’s most recently filed periodic report under the Exchange Act, the Company
has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the
exercise of stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant
to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents
outstanding as of the date of the most recently filed periodic report under the Exchange Act or Common Stock Equivalents disclosed
in Current Reports on Form 8-K filed by the Company since the Company’s most recently filed periodic report under the Exchange
Act. Other than holders of the Common Stock Equivalents, no Person has any right of first refusal, preemptive right, right of participation,
or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule
4.3 and except as a result of the purchase and sale of the Securities and securities issued to employees and other service
providers of the Company pursuant to the Company’s stock option plans, there are no outstanding options, warrants, scrip
rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible
into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock,
or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue
additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company
to issue shares of Common Stock or other securities to any Person (other than the Investor) and will not result in a right of any
holder of Company securities (other than the Investor) to adjust the exercise, conversion, exchange or reset price under any of
such securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s
capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s
stockholders.


 


Section 4.4        LISTING
AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the
Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating
such registration. Other than as set forth in the Company’s 8-K filings, the Company has not, in the twelve (12) months preceding
the date hereof, received notice from the Principal Market on which the Common Stock is or has been listed or quoted to the effect
that the Company is not in compliance with the listing or maintenance requirements of such Principal Market. The Company is, and
has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance
requirements.


 




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Section 4.5        SEC
DOCUMENTS; DISCLOSURE. Except as set forth on Schedule 4.5, the Company has filed all reports, schedules, forms, statements
and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section
13(a) or 15(d) thereof, for the one (1) year preceding the date hereof (or such shorter period as the Company was required by law
or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference
therein, being collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid
extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their
respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange
Act, as applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents
when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
The financial statements of the Company included in the SEC Documents comply as to form and substance in all material respects
with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations
with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements
or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be
condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates
thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments). Except with respect to the material terms and conditions of the transactions
contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided
the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public
information. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting transactions
in securities of the Company.


 


Section 4.6        VALID
ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents,
will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other than
restrictions on transfer provided for in the Transaction Documents.


 




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Section 4.7        NO CONFLICTS.
Except as set forth in Schedule 4.7, the execution, delivery and performance of this Agreement and the other Transaction
Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without
limitation, the issuance of the Put Shares and the Underlying Shares, do not and will not: (a) result in a violation of the Company’s
or any Subsidiary’s certificate or articles of incorporation, by-laws or other organizational or charter documents, (b) conflict
with, or constitute a material default (or an event that with notice or lapse of time or both would become a material default)
under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or any “lock-up”
or similar provision of any underwriting or similar agreement to which the Company or any Subsidiary is a party, or (c) result
in a violation of any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities
laws and regulations) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary
is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations
as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise in violation of, conflict
with or in default under any of the foregoing. Except as set forth in Schedule 4.7, the business of the Company is not being
conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either
singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required under federal, state
or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any
court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or the
other Transaction Documents (other than any SEC, FINRA or state securities filings that may be required to be made by the Company
subsequent to any Closing or any registration statement that may be filed pursuant hereto); provided that, for purposes of the
representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and
agreements of Investor herein.


 


Section 4.8        NO MATERIAL
ADVERSE CHANGE. Since December 31, 2015, no event has occurred that has had a Material Adverse Effect on the Company that has
not been disclosed in subsequent SEC filings.


 


Section 4.9        LITIGATION
AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents or as set forth on Schedule 4.9, there are no actions,
suits, investigations, inquiries or proceedings pending or, to the knowledge of the Company, threatened in writing against or affecting
the Company, any Subsidiary or any of their respective properties, nor has the Company received any written or oral notice of any
such action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect. No judgment, order, writ,
injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental
agency which would have a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is not pending
or contemplated, any investigation by the SEC involving the Company, any Subsidiary or any current or former director or officer
of the Company or any Subsidiary.


 


Section 4.10      REGISTRATION
RIGHTS. Except as set forth on Schedule 4.10, no Person (other than the Investor) has any right to cause the Company
to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


 




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ARTICLE V


COVENANTS OF INVESTOR


 


Section 5.1       COMPLIANCE
WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with respect to shares of Common Stock will be in
compliance with all applicable state and federal securities laws and regulations and the rules and regulations of FINRA and the
Principal Market.


 


Section 5.2       SHORT
SALES AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor acting on its behalf or pursuant to any
understanding with it, will execute any Short Sales from the date hereof until the end of the Commitment Period, either directly
or indirectly. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Put Notice of such
number of shares of Common Stock reasonably expected to be purchased under a Put Notice shall not be deemed a Short Sale. The Investor
shall, until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company in accordance with
the terms of this Agreement, maintain the confidentiality of the existence and terms of this transaction and the information included
in the Transaction Documents.


 


ARTICLE VI


COVENANTS OF THE COMPANY


 


Section 6.1       RESERVATION
OF COMMON STOCK. The Company shall maintain a reserve from its duly authorized shares of Common Stock equal to 200% of the
Required Minimum to satisfy its obligation to issue the Put Shares in accordance with the terms of this Agreement.


 


Section 6.2        LISTING
OF COMMON STOCK. The Company shall promptly secure the listing of all of the Put Shares and Underlying Shares to be issued
to the Investor hereunder on the Principal Market (subject to official notice of issuance) and shall use commercially reasonable
best efforts to maintain, so long as any shares of Common Stock shall be so listed, the listing of all such Put Shares and Underlying
Shares from time to time issuable hereunder. The Company shall use its commercially reasonable efforts to continue the listing
and trading of the Common Stock on the Principal Market (including, without limitation, maintaining sufficient net tangible assets)
and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of FINRA
and the Principal Market.


 


Section 6.3        OTHER
EQUITY LINES. So long as this Agreement remains in effect, the Company covenants and agrees that it will not, without the prior
written consent of the Investor, enter into any other equity line of credit agreement with any other party. For the avoidance of
doubt, nothing contained in the Transaction Documents shall restrict, or require the Investor’s consent for, any agreement
providing for the issuance or distribution of any equity securities of the Company pursuant to any agreement or arrangement that
is not covered in this Section 6.3. This Section 6.3 shall not apply if this Agreement is terminated in accordance with Section
10.5 (and the proviso at the end of Section 10.5 shall not apply for this purpose).


 




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Section 6.4        FILING
OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall file a Current Report on Form 8-K, including
the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the transactions
contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”).
The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least
two (2) Trading Days prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments.
The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within
one (1) Trading Day from the date the Investor receives it from the Company. The Company shall also file with the SEC a registration
statement (the “Registration Statement”) pursuant to the terms of the Registration Rights Agreement substantially
in the form of Exhibit E hereto.


 


ARTICLE VII


CONDITIONS TO DELIVERY OF


PUT NOTICES AND CONDITIONS TO CLOSING


 


Section 7.1       CONDITIONS
PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL PUT SHARES. The right of the Company to issue and sell the Put Shares
to the Investor is subject to the satisfaction of each of the conditions set forth below:


 


(a)                         ACCURACY OF
INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor shall be true and correct
in all material respects as of the date of this Agreement and as of the date of each Closing as though made at each such time.


 


(b)                         PERFORMANCE
BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.


 


(c)                         PRINCIPAL MARKET
REGULATION. The Company shall not issue any Put Shares, and the Investor shall not have the right to receive any Put Shares,
if the issuance of such Put Shares would exceed the aggregate number of shares of Common Stock which the Company may issue without
breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”).


 


Section 7.2        CONDITIONS
PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES. The obligation of the Investor hereunder to purchase Put Shares
is subject to the satisfaction of each of the following conditions:


 


(a)                         EFFECTIVE REGISTRATION
STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall be effective for the resale by the Investor
of the Put Shares and the Underlying Shares and (i) neither the Company nor the Investor shall have received notice that the SEC
has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended
or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened
to do so and (ii) no other suspension of the use of, or withdrawal of the effectiveness of, such Registration Statement or related
prospectus shall exist.


 




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(b)                        ACCURACY OF
THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true and correct
in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations and warranties
specifically made as of a particular date).


 


(c)                        PERFORMANCE
BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Company.


 


(d)                        NO INJUNCTION.
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or adopted
by any court or governmental authority of competent jurisdiction that prohibits affects any of the transactions contemplated by
the Transaction Documents, and no proceeding shall have been commenced that may have the effect of prohibiting any of the transactions
contemplated by the Transaction Documents.


 


(e)                        ADVERSE CHANGES.
Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably likely to have a Material
Adverse Effect has occurred.


 


(f)                        NO SUSPENSION
OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended by the SEC, the Principal
Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for listing or quotation on
and shall not have been delisted from the Principal Market. In the event of a suspension, delisting, or halting for any reason,
of the trading of the Common Stock, as contemplated by this Section 7.2(f), between the date of the Put Notice and the date of
the Closing with respect thereto, the Investor shall have the right to return to the Company any remaining amount of Put Shares
associated with such Put, and the Purchase Price with respect to such Put shall be reduced accordingly.


 




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(g)                         BENEFICIAL
OWNERSHIP LIMITATION. The number of Put Shares then to be purchased by the Investor shall not exceed the number of such shares
that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned
by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as determined
in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section 7.2(g),
in the event that the amount of Common Stock outstanding, as determined in accordance with Section 16 of the Exchange Act and the
regulations promulgated thereunder, is greater on a Closing Date than on the date upon which the Put Notice associated with such
Closing Date is given, the amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining whether
the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial
Ownership Limitation following such Closing Date. The “Beneficial Ownership Limitation” shall be 4.99% of the
number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable
pursuant to a Put Notice. The Investor, upon not less than 61 days’ prior notice to the Company, may increase or decrease
the Beneficial Ownership Limitation provisions of this Section 7.2(g), provided that the Beneficial Ownership Limitation in no
event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of
shares of Common Stock pursuant to a Put Notice and the Beneficial Ownership Limitation provisions of this Section 7.2(g) shall
continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered
to the Company.


 


(h)                        PRINCIPAL MARKET
REGULATION. The issuance of the Put Shares shall not exceed the Exchange Cap.


 


(i)                          NO KNOWLEDGE.
The Company shall have no knowledge of any event more likely than not to have the effect of causing the Registration Statement
to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading Days following
the Trading Day on which such Put Notice is deemed delivered).


 


(j)                          NO VIOLATION
OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder approval requirements
of the Principal Market.


 


(k)                         OFFICER’S
CERTIFICATE. On the date of delivery of each Put Notice, the Investor shall have received the Closing Certificate executed
by an executive officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied as of
the date of each such certificate.


 


(l)                          DWAC ELIGIBLE.
The Common Stock must be DWAC Eligible and not subject to a “DTC chill.”


 


(m)                        SEC DOCUMENTS.
All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company
with the SEC pursuant to the reporting requirements of the Exchange Act shall have been timely filed with the SEC for the previous
twelve month period.


 


(n)                        TRANSFER
AGENT INSTRUCTION LETTER. The Transfer Agent Instruction Letter shall have been executed and delivered by the Company to the
Transfer Agent and acknowledged and agreed to in writing by the Transfer Agent.


 


(o)                         RESERVE.   The
Company shall have reserved sufficient shares of its Common Stock for the Investor, pursuant to the terms of this Agreement and
all other contracts between the Company and Investor.


 




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ARTICLE VIII


LEGENDS


 


Section 8.1       NO RESTRICTIVE
STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the Put Shares.


 


Section 8.2       INVESTOR’S
COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations hereunder to comply with
all applicable securities laws upon the sale of the Common Stock.


 


ARTICLE IX


NOTICES; INDEMNIFICATION


 


Section 9.1        NOTICES.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by
hand delivery, telegram, or email as a PDF, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice given in accordance herewith. Any notice or other communication required or permitted to be given
hereunder shall be deemed effective (i) upon hand delivery or delivery by email at the address designated below (if delivered on
a business day during normal business hours where such notice is to be received), or the first business day following such delivery
(if delivered other than on a business day during normal business hours where such notice is to be received) or (ii) on the next
business day following the date of mailing by express overnight courier service or on the fifth business day after deposited in
the mail, registered or certified mail, return receipt requested, fully prepaid, addressed to such address, or upon actual receipt
of such mailing, whichever shall first occur.


 


The addresses for
such communications shall be:


 


If to the Company:


 


Notis Global, Inc.


600 Wilshire Blvd Suite 1500


Los Angeles, CA 90017


Attention: Chief Executive Officer


Telephone:


Facsimile:


 


With a copy to (which shall not constitute
notice):


 


Manatt, Phelps & Phillips, LLP


1050 Connecticut Avenue, NW, Suite 600


Washington, DC 20036


Attention: Scott Schwartz


Telephone:


Facsimile:


 




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If to the Investor:


 


 


Either party hereto may from time to time
change its address or email for notices under this Section 9.1 by giving at least ten (10) days’ prior written notice of
such changed address to the other party hereto.


 


Section 9.2       INDEMNIFICATION.
Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other party along with its officers,
directors, employees, and authorized agents, and each Person or entity, if any, who controls such party within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”) from and against any Damages,
and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating
to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part
of the Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or any post-effective amendment thereof or supplement thereto, or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading,
(iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained
in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the
SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the
light of the circumstances under which the statements therein were made, not misleading, or (iv) any violation or alleged violation
by such Indemnifying Party of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the
Securities Act, the Exchange Act or any state securities law, as such Damages are incurred, except to the extent such Damages result
primarily from the Indemnified Party’s failure to perform any covenant or agreement contained in this Agreement or the Indemnified
Party’s negligence, recklessness or bad faith in performing its obligations under this Agreement; provided, however,
that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent,
arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying
Party in reliance upon and in conformity with written information furnished to the Indemnifying Party by the Indemnified Party
expressly for use in the Registration Statement, any post-effective amendment thereof or supplement thereto, or any preliminary
prospectus or final prospectus (as amended or supplemented), or arising out of or based upon any violation by such Indemnifed Party
of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange
Act or any state securities law.


 




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Section 9.3       METHOD
OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.2 shall be asserted
and resolved as follows:


 


(a)               In the event
any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against or sought
to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third Party
Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and
specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that
is being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”)
with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable
promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated
to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability
to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party
as soon as practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either
a Claim Notice or an Indemnity Notice (as defined below) (the “Dispute Period”) whether the Indemnifying Party
disputes its liability or the amount of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying Party
desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim.


 


(i)                  If the Indemnifying
Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party
with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the right to defend,
with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third
Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying
Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified
Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for
the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.2). The
Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided,
however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the
Indemnifying Party’s delivery of the notice referred to in the first sentence of this clause (i), file any motion, answer
or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect
its interests; and provided, further, that if requested by the Indemnifying Party, the Indemnified Party will, at
the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any
Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any
defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause (i), and except as
provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation.
Notwithstanding the foregoing, the Indemnified Party may takeover the control of the defense or settlement of a Third Party Claim
at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect to such Third Party Claim.


 




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(ii)                 If the Indemnifying
Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party
Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently
or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then
the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim
by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good
faith or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying Party, which consent will
not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise
or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole
cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting
any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this clause (ii),
if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its
liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such
dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will
not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this clause (ii) or of the
Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse
the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such
litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified
Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.


 


(iii)                If the Indemnifying
Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the Indemnified Party
with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within the Dispute Period whether
the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect to such Third
Party Claim, the amount of Damages specified in the Claim Notice shall be deemed a liability of the Indemnifying Party under Section
9.2, unless the Indemnifying Party can show that the Indemnified Party was not prejudiced by its failure to respond within the
Dispute Period, and then, to the extent such Damages represent actual (and not estimated) Damages incurred by the Indemnified Party,
and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has
disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party
shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is
not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action
as it deems appropriate.


 




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(b)               In the event any
Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve a Third Party Claim,
the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying the nature of
and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in
good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying Party. The
failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the
extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies
the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails
to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the
claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be deemed a liability of
the Indemnifying Party under Section 9.2, unless the Indemnifying Party can show that the Indemnified Party was not prejudiced
by its failure to respond within the Dispute Period, and then, to the extent such Damages represent actual (and not estimated)
Damages incurred by the Indemnified Party, and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party
on demand. If the Indemnifying Party has disputed its liability or the amount of its liability with respect to such claim, the
Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however,
that if the dispute is not resolved within thirty (30) days after the Indemnity Notice, the Indemnifying Party shall be entitled
to institute such legal action as it deems appropriate.


 


(c)               The Indemnifying
Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any reasonable legal
fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim Notice as long
as the Indemnified Party has acknowledged and agreed to repay such amounts promptly should it be finally determined by a court
that the Indemnified Party was not entitled to indemnficiation for the claim to which such expenses related.


 


(d)               The indemnity
provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified Party against
the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 


ARTICLE X


MISCELLANEOUS


 


Section 10.1     GOVERNING
LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York
without regard to the principles of conflicts of law. Each of the Company and the Investor hereby submits to the exclusive jurisdiction
of the United States federal and state courts located in the City of New York, Borough of Manhattan with respect to any dispute
arising under the Transaction Documents or the transactions contemplated thereby.


 




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Section 10.2     JURY
TRIAL WAIVER. The Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim brought by
either of the parties hereto against the other in respect of any matter arising out of or in connection with the Transaction Documents.


 


Section 10.3      ASSIGNMENT.
This Agreement shall be binding upon and inure to the benefit of the Company and the Investor and their respective successors.
Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other Person.


 


Section 10.4      NO
THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective
successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth in
Section 9.3.


 


Section 10.5      TERMINATION.
The Company may terminate this Agreement at any time by written notice to the Investor. In addition, this Agreement shall automatically
terminate on the earlier of (i) the end of the Commitment Period; (ii) the date that the Company sells and the Investor purchases
the Maximum Commitment Amount; or (iii) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences
a voluntary case or any Person commences a proceeding against the Company (which proceeding is not dismissed within 90 days thereafter),
a Custodian is appointed for the Company for all or substantially all of its property or the Company makes a general assignment
for the benefit of its creditors; provided, however, that the provisions of Articles III, IV, V, VI, IX and the agreements
and covenants of the Company and the Investor set forth in Article X shall survive the termination of this Agreement for a period
of twenty four (24) months.


 


Section 10.6     ENTIRE
AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings,
oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and
schedules.


 


Section 10.7     FEES
AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each party shall
pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and performance of this Agreement; provided that on
the date hereof the Company shall pay the Investor an amount up to $50,000 for its legal fees. The Company shall pay all Transfer
Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the
Company), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Investor.


 




    	21



     


    

 


Section 10.8      COUNTERPARTS.
This Agreement may be executed in multiple counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. This Agreement may be delivered to the other parties hereto by
email of a copy of this Agreement bearing the signature of the parties so delivering this Agreement.


 


Section 10.9      SEVERABILITY.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, the parties shall use their commerically reasonable efforts to reform such illegal, unenforcable or void provision to
best express their original intent and this Agreement shall continue in full force and effect without said illegal, unenforcable
or void provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement
to any party.


 


Section 10.10    FURTHER
ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


Section 10.11    NO
STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


Section 10.12    EQUITABLE
RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations
under this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company therefore agrees that the
Investor shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual
damages.


 


Section 10.13   TITLE
AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not to be
considered in construing or interpreting this Agreement.


 


Section 10.14    AMENDMENTS;
WAIVERS. No provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Trading
Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence,
(i) no provision of this Agreement may be amended other than by a written instrument signed by both parties hereto and (ii) no
provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such
waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege.


 




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Section 10.15   PUBLICITY.
The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public statements
with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such
public statement, other than as required by law, without the prior written consent of the other parties, which consent shall not
be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which
such case the disclosing party shall provide the other party with prior notice of such public statement. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the
extent required by law. The Investor acknowledges that this Agreement and all of the Transaction Documents may be deemed to be
“material contracts,” as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore
be required to file such documents as exhibits to reports or registration statements filed under the Securities Act or the Exchange
Act. The Investor further agrees that the status of such documents and materials as material contracts shall be determined solely
by the Company, in consultation with its counsel.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties
have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first
above written.


 


	 	NOTIS GLOBAL, inc.
	 	 
	 	By: 	 /s/ Jeffrey Goh
	 	 	Name: Jeffrey Goh
	 	 	Title: CEO
	 	 
	 	Redwood Management, LLC
	 	 
	 	By: 	/s/ John
DeNobile
	 	 	Name: John
DeNobile


	 	 	Title: Manager


 


[Signature Page to Equity Purchase
Agreement]


 




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