Exhibit 10.4


STOCK PURCHASE
AGREEMENT




THIS STOCK
PURCHASE AGREEMENT ("Agreement") is entered into as of October 30, 2015 (the
"Effective Date"), by and between Envision Solar International, Inc.,
a Nevada corporation ("Seller," "EVSI," or "Company"), and Keshif Ventures,
LLC ("Purchaser").




R E C I T A L S




A.       The
parties hereto wish to provide for the issuance of shares of common stock ("the
Shares") of Envision Solar International, Inc. a Nevada corporation ("Company")
by Seller to Purchaser pursuant to the terms and subject to the conditions of
this Agreement. 




B.       Upon the
Closing, as defined in Section 2 of this Agreement, Seller will convey good
title to the number of shares set forth in Section 1.1 below to the Purchaser.




C.       The
parties hereto wish to provide for the issuance of the Shares by Seller to
Purchaser pursuant to the terms and subject to the conditions of this
Agreement.




Section 1.      SALE AND PURCHASE




1.1     Sale
and Issuance of Shares.  Subject to the terms and conditions of this Agreement,
Seller agrees to issue, transfer, assign and deliver to Purchaser, 571,429 of
the Shares in consideration of the Guaranty (as defined in Section 1.2 of this
Agreement) provided by the Purchaser for the benefit of Seller.  The Company
and Purchaser hereby acknowledge and agreement that the Guaranty by the
Purchaser constitutes payment in full of the consideration otherwise payable to
Seller in exchange for the Shares, and the Seller hereby confirms that the
Shares are fully paid.


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1.2     Additional
Shares.  For each six-month period from and after the six-month anniversary
of the Effective Date (each, a "Measurement Period") that the Purchaser
guarantees that certain debt facility for the benefit of the Company (the
"Guaranty"), by and between the Company and Silicon Valley Bank, dated as of
even date herewith, in the aggregate maximum principal amount of One Million
Dollars ($1,000,000.00) (as amended from time to time, the "Loan Facility"),
and such Guaranty and/or amounts thereunder remain outstanding, or otherwise
available to Company thereunder, in consideration of the on-going Guaranty by
the Purchaser, the Company shall automatically and immediately issue to Purchaser,
in addition to the number of Shares issued pursuant to Section 1.1 of this
Agreement, that number of additional Shares, rounded upward to the nearest
whole number, equal to (a) two and one half percent (2.5%) multiplied by the
maximum principal amount of the Loan Facility at any time during such
Measurement Period, such amount to be divided by (b) the twenty (20) day
average closing price of the Company's common stock, measured from the period
of the twenty (20) trading days immediately prior to such Measurement Period,
the quotient of which shall be multiplied by (c) a fraction, the numerator of
which is the number of calendar days during the Measurement Period which the
Guaranty remained in effect and the denominator of which is the number of
calendar days in such Measurement Period (such additional shares being called
the "Additional Shares").  Upon the termination of the Loan Facility, the
foregoing calculation of the Additional Shares for the Measurement Period in
which such termination occurred shall be prorated based on the portion of the
applicable Measurement Period during which the Loan Facility remained in effect
prior to the termination thereof, rounded to the end of the month of
termination. Notwithstanding the foregoing, there shall be a minimum of one
full Measurement Period for the purposes of calculating the number of Additional
Shares, regardless of the status of the Loan Facility.  For the purpose of
clarity, the consideration for the Additional Shares shall be the continuation
of the Guaranty for each Measurement Period provided by the Purchaser to the
Company for the Loan Facility.




Section 2.      CLOSING




The closing of
the transactions contemplated by this Agreement (the "Closing") will occur upon
the execution of this Agreement by both parties hereto.  Seller will deliver to
Purchaser the certificates representing the Shares being issued by Seller
pursuant to this Agreement, with appropriate stock power(s) attached and
endorsed in blank, and with respect to Additional Shares, the certificate
representing the Shares being issued with respect to each Measurement Period
shall be issued to Purchaser within ten (10) business days following the end of
the applicable Measurement Period.  


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Section 3.      REPRESENTATIONS AND
WARRANTIES OF SELLER




Seller represents
and warrants to Purchaser that it owns the Shares and has, and will transfer to
Purchaser at the Closing, good and valid title to all of such Shares free and
clear of any liens, pledges, security interests, adverse claims, equities,
options, proxies, charges, encumbrances or restrictions other than the
restrictions set forth in the Company's Articles of Incorporation.  Seller
further represents and warrants that it has full power and authority to enter
into this Agreement and to perform its obligations hereunder, and that the
execution, delivery and performance of this Agreement by it has been duly
authorized by all necessary action on its part.  Seller further represents and
warrants that, assuming that this Agreement is a valid and binding obligation
of each of the other parties hereto, this Agreement is a valid and binding obligation
of Seller. The Shares, when issued and delivered in compliance with the
provisions of this Agreement, will be validly issued, fully paid and nonassessable.





Section 4.   REPRESENTATIONS, WARRANTIES AND COVENANTS
OF PURCHASER




Purchaser
represents and warrants to Seller as follows:




4.1     Non-Distributive
Intent.  The Shares being purchased by Purchaser pursuant to this Agreement
are being purchased for Purchaser's own account and are not being acquired by
Purchaser with a view to the public distribution of them.




4.2     Access
of Information.  Purchaser has previously reviewed the Company's public
filings will received all relevant business and financial information regarding
Company, including but not limited to the most recent Private Placement
Memorandum, executive summary and financials for Envision Solar International,
Inc. and has had an opportunity to question representatives of the Company and
obtain such additional information concerning the Company as the undersigned
requested.




4.3     Sophistication
and Knowledge.  The undersigned has sufficient experience in financial and
business matters to be capable of utilizing such information to evaluate the
merits and risks of the undersigned's investment, and to make an informed
decision relating thereto; or the undersigned has utilized the services of a
purchaser representative and together they have sufficient experience in
financial and business matters that they are capable of utilizing such
information to evaluate the merits and risks of the undersigned's investment,
and to make an informed decision relating thereto.


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4.4     Evaluation
of Risks.  The undersigned has evaluated the risks of this investment in
the Company; including those risks particularly described in the Memorandum,
and has determined that the investment is suitable for the undersigned.  The
undersigned has adequate financial resources for an investment of this
character, and at this time he could bear a complete loss of his investment. 
The undersigned understands that any projections in the provided information
are mere estimates and may not reflect the actual results of the Company's
operations.




4.5     Suitability. 
Purchaser has (i) a net worth (or joint net worth with spouse) of at least
$1,000,000, or (ii) an annual gross income during the previous two years, and
reasonably expects to have gross income in the current year, of at least
$200,000 (or $300,000 collectively with spouse), or (iii) otherwise meets the
criteria for being an "Accredited Investor" as defined in Rule 501 of Regulation
D promulgated under Section 4(2) of the Securities Act of 1933, as amended (the
"1933 Act"), or (iv) is the beneficiary of a fiduciary account, or, if the
fiduciary of the account or other party is the donor of funds used by the
fiduciary account to make this investment, then such donor, who meets the
requirements of either (i), (ii) or (iii) above. 




4.6     No
Federal Registration.   Purchaser understands that the Shares are not being
registered under the 1933 Act on the ground that the issuance thereof was
exempt under Section 4(2) of the 1933 Act and Regulation D promulgated there
under as a transaction by an issuer not involving any public offering, and that
reliance on such exemptions is predicated in part on the truth and accuracy of
the undersigned's representations and warranties, and those of the other
purchasers of Shares.




4.7     No
State Registration.  Purchaser understands that the Shares are not being
registered under the securities laws of certain states on the basis that the
issuance thereof was exempt as an offer and sale not involving a public
offering in such state.  Purchaser understands that reliance on such exemptions
is predicated in part on the truth and accuracy of Purchaser's representations
and warranties and those of other purchasers of Shares.  The undersigned
covenants not to sell, transfer or otherwise dispose of a Share unless such
Share has been registered under the applicable state securities laws, or an
exemption from registration is available.




4.8     Acknowledgment
of Limited Liquidity. Purchaser has little need for any liquidity in his
investment and is able to bear the economic risk of his investment for an
indefinite period of time.  Purchaser has been advised and is aware that:
(a) there is presently limited public market activity for the Shares and there 



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is no assurance that sufficient
volume will develop for the sale of shares; (b) it may not be possible to
liquidate the investment readily; and (c) Purchaser must bear the economic risk
of his investment in the Shares for an indefinite period of time.




4.9     Reliance
- No Oral Representations.  Purchaser has relied solely upon the information
provided and independent investigations made by him or his purchaser
representative with respect to the Shares subscribed for herein, and no oral or
written representations beyond the Information have been made to Purchaser.




4.10    Authority. 
If Purchaser is a partnership, corporation or trust, it has been duly formed,
validly exists, has full power and authority to make this investment, and has
not been formed for the specific purpose of investing in the Shares.  This
Agreement and all other documents executed in connection with this purchase of
Shares are valid, binding and enforceable agreements of Purchaser.




4.11    Indemnification. 
Purchaser hereby agrees to indemnify and hold harmless Seller and the Company
and all of their affiliates, attorneys, accountants, employees, officers,
directors, shareholders and agents from any liability, claims, costs, damages,
losses or expenses incurred or sustained by them as a result of Purchaser's
representations and warranties herein being untrue or inaccurate, or because of
a breach of this agreement by Purchaser.




4.12    Acknowledgment
of Investment Risks.  Purchaser hereby understands and acknowledges the
risk factors relating to this investment, including but not limited to those
described in the Information, and that the purchase of the Shares is highly
speculative and subject to a high degree of risk.




Section
5.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES




The
representations and warranties of each party hereto will survive and will not
be affected by the Closing.


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Section 6.      MISCELLANEOUS




6.1     Further
Assurances.  Following the Closing, Seller will furnish to Purchaser and
the Company such instruments and other documents as Purchaser may reasonably
request for the purpose of carrying out or evidencing the transactions
contemplated hereby.




6.2       Attorneys'
Fees and Costs.  The prevailing party of any legal proceeding arising out
of or resulting from this Agreement will be entitled to recover its costs and
fees, including, but not limited to, reasonable attorneys' fees and post
judgment costs, from the other party.




6.3     Choice
of Law and Venue.  This Agreement is made and entered into in the State of
California.  It is the intention of the parties that this Agreement will be
subject to and will be governed by and construed in accordance with the
internal laws of the State of California without reference to its choice of law
provisions.  Any legal proceeding arising out of this Agreement will be brought
only in a state of federal court of competent jurisdiction sitting in the
County of San Diego, State of California, and all parties hereto agree that
venue will lie therein and agree to submit themselves to the personal
jurisdiction of such court.




6.4     Successors
and Assigns.  This Agreement will be binding upon the parties hereto and
their respective heirs, successors and assigns, if any, and will inure to the
benefit of the parties hereto and their respective heirs, successors and
assigns, if any.




6.5     Severability. 
In the event that any provision of this Agreement, or the application of such
provision to any person or set of circumstances, will be determined to be
invalid, unlawful or unenforceable to any extent at any time after the Closing,
the remainder of this Agreement, and the application of such provision to
persons or circumstances other than those as to which it is determined to be
invalid, unlawful or unenforceable, will not be affected and will continue to
be enforceable to the fullest extent permitted by law.




6.6     Waiver. 
No failure or delay on the part of any party hereto in the exercise of any
power, right or privilege hereunder will operate as a waiver thereof, nor will
any single or partial exercise of any such power, right or privilege preclude
any other or further exercise thereof or of any other power, right or
privilege.




6.7     Entire
Agreement.  This Agreement sets forth the entire understanding of the
parties hereto and supersedes all prior agreements and understandings among the
parties relating to the subject matter hereof.

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6.8     Parties
in Interest.  None of the provisions of this Agreement or of any other
document relating hereto is intended to provide any rights or remedies to any
person (including, without limitation, any employees or creditors of the
Company) other than the parties hereto and their respective heirs, successors
and assigns, if any.




6.9     Variations
of Pronouns.  Whenever required by the context hereof, the singular number
will include the plural, and vice versa; the masculine gender will include the
feminine and neuter genders; and the neuter gender will include the masculine
and feminine genders.




6.10    "Person." 
The term "person" as used herein will include any individual, corporation,
general partnership, limited partnership, joint venture, association, trust,
organization, business entity, government (or political subdivision thereof) or
governmental agency.




6.11    Counterparts. 
This Agreement may be executed in several counterparts, each of which will
constitute an original and all of which, when taken together, will constitute
one agreement.


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IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed as of
the date first above written.




SELLER:                        


Envision Solar International, Inc.


A Nevada Corporation






By:
/s/ Desmond Wheatley






_______________________________


       Desmond Wheatley, Chief Executive
Officer




PURCHASER:


Issue certificate as follows:




Keshif Ventures, LLC






/s/ Taner Halicioglu









_________________________________








By: Taner Halicioglu








 








Keshif Ventures, LLC



Print Name of Purchaser (1)




                     




4445 Eastgate Mall, Suite 200



Street Address


                                                          



San Diego, CA 92121


City, State and Zip Code     


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