Exhibit 10.6


 


Execution Version


 


CANCELLATION AGREEMENT


 


This CANCELLATION AGREEMENT
(this “Agreement”), dated _____ ___, 2015 (the “Effective Date”), by and among
DIEGO PELLICER WORLDWIDE, INC. (f/k/a Type I Media, Inc.) (the “Company”), a Delaware corporation, and
JONATHAN WHITE, individually (the “Shareholder”). Company and Shareholder are also hereinafter individually
and jointly referred to as “P(p)arty” and/or “P(p)arties”.


 


RECITALS


 


WHEREAS, as of the
date hereof, the Shareholder is the owner of 55,000,000 shares of the Company’s commons stock, par value $0.000001 per share
(the “Common Stock”); and


 


WHEREAS, concurrently
herewith, Company and the Shareholder are entering into an ‘Merger Agreement’ (“Merger Agreement”)
with Diego Pellicer World-wide, Inc., a Delaware corporation (“Diego”), pursuant to which Company and the Shareholder
will cancel 55,000,000 shares of Common Stock Cancellation Shares (“Cancellation Shares”) Cancellation Shares
in exchange for the consummation of the Merger Agreement and $169,000 (“Cancellation Payment”); and


 


WHEREAS, it is a
condition precedent to the consummation of the Merger Agreement that the Shareholder will enter into this Agreement, which will
effectuate the cancellation of the Cancellation Shares; and


 


WHEREAS, the Shareholder
is entering into this Agreement to, amongst other things, induce Diego to enter into the Merger Agreement and the Shareholder
acknowledges that Diego would not consummate the transactions contemplated by the Merger Agreement unless the transactions contemplated
hereby are effectuated in accordance herewith.


 


AGREEMENT


 


In consideration of the
mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereto agree as follows:


 


1.      Cancellation of
Cancellation Shares. On the Effective Date, the Shareholder will deliver to Company the necessary documentation for the cancellation
of the stock certificates representing the Cancellation Shares, along with duly executed medallion guaranteed stock powers covering
the Cancellation Shares (or such other documents acceptable to the Company’s transfer agent) and hereby irrevocably
instructs the Company and the Company’s transfer agent to cancel the Cancellation Shares such that the Cancellation Shares
will no longer be outstanding on the stock ledger of the Company and such that the Shareholder shall no longer have any interest
in the Cancellation Shares whatsoever. The Company shall immediately deliver to the Company’s transfer agent irrevocable
instructions providing for the cancellation of the Cancellation Shares.


 






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2.      Effective Date.
This Agreement shall become effective upon the execution of this Agreement. The transactions to occur at such place and time with
respect to this Agreement are referred to herein as the “Closing”.


 


3.      Waiver. At
and subsequent to the Closing, the Shareholder hereby waives any and all rights and interests he has, had or may have with respect
to the Cancellation Shares.


 


4.      Representations
by the Shareholder. (a) The Shareholder owns the Cancellation Shares of record and beneficially free and clear of all liens,
claims, charges, security interests, and/or encumbrances of any kind whatsoever. The Shareholder has sole control over the Cancellation
Shares and/or sole discretionary authority over any account in which they are held. Except for this Agreement, no person/entity
has any option or right to purchase or otherwise acquire the Cancellation Shares, whether by contract of sale or otherwise, nor
is there a “short position” as to the Cancellation Shares.


 


(b)      The Shareholder
has full right, power and authority to execute, deliver and perform this Agreement and to carry out the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid, binding obligation
of the Shareholder, enforceable against it in accordance with its terms (except as such enforceability may be limited by laws
affecting creditor's rights generally).


 


(c)      The Shareholder
represents and warrants that it has the requisite authority and capacity to enter into this Agreement, as well as carry out the
terms/conditions referenced herein. Additionally, Shareholder represents and warrants that its compliance with the terms and conditions
of this Agreement and will not violate any instrument relating to the conduct of its business, or any other agreement which it
may be a party, or any Federal and State rules or regulations applicable to either Party.


 


6.      Further Assurances.
Each Party to this Agreement will use its best efforts to take all action and to do all things necessary, proper, or advisable
in order to consummate and make effective the transactions contemplated by this Agreement (including the execution and delivery
of such other documents and agreements as may be necessary to effectuate the cancellation of the Cancellation Shares).


 


7.      Entire Agreement;
Amendments. This Agreement contains the entire understanding of the Parties with respect to the matters covered herein and
therein and, except as specifically set forth herein, neither the Company nor the Shareholder makes any representation, warranty,
covenant or undertaking with respect to such matters. No amendment, modification, termination or waiver of any provision of this
Agreement, and no consent to any departure therefrom, shall in any event be effective unless the same shall be in writing and
signed by both Parties. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose
for which it was given.


 


8.      Survival of Agreements,
Representations and Warranties, etc. All representations and warranties contained herein shall survive the execution and delivery
of this Agreement.


 


9.      Successors and
Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Parties and their respective successors
and assigns.





 






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Execution Version


 


10.     Governing
Law. This Agreement and the obligations, rights and remedies of the Parties hereto are to be construed in accordance with
and governed by the laws of the State of Delaware, with any action/dispute concerning this Agreement to be commenced exclusively
in the state and federal courts sitting in the City of New York.


 


11.     Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 


12.     Miscellaneous.
This Agreement embodies the entire agreement and understanding between the Parties hereto and supersedes all prior agreements
and understandings relating to the subject matter hereof. If any provision of this Agreement shall be held invalid or unenforceable
for whatever reason, the remainder of this Agreement shall not be affected thereby and every remaining provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law. This Agreement may be executed in any number of counterparts
and by the Parties hereto on separate counterparts but all such counterparts shall together constitute but one and the same instrument.





 






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Execution Version


 


IN WITNESS
WHEREOF, the Parties hereto have executed this Cancellation Agreement as of the date first above written.


 


	 	DIEGO PELLICER WORLDWIDE, INC.

(f/k/a Type I Media, Inc.)
	 	 	 
	 	By:	/s/ Jonathan White
	 	Name:	Jonathan White
	 	Title:	President
	 	 	 
	 	By:	/s/ Jonathan White
	 	Jonathan White, Individually


 


 


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