Exhibit 10.6


 





CONVERTIBLE
NOTE PURCHASE AGREEMENT


 


This
Convertible Note Purchase Agreement (this “Agreement”) is dated as of ________________, among Pueblo Agriculture
Supply and Equipment, LLC (“PASE”), Notis Global, Inc. (“Notis”), and EWSD I, LLC (“EWSD”),
(each of the foregoing entities sometimes referred to as, a “Company” and collectively as the “Companies”)
and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”
and collectively, the “Purchasers”).


 


WHEREAS,
pursuant to those certain letter agreements, Senior Secured Convertible Promissory Notes, and Security Agreements, each dated
respectively, January 6, 2017, January 13, 2017, January 27, 2017, February 1, 2017, and February 3, 2017, among others, by, between,
or among as applicable, Notis, the Companies, Redwood Management, LLC (“Redwood”), and the other signatories
thereto (collectively, the “Prior Advances”), Redwood has previously advanced to or on behalf of Notis substantial
amounts;


 


WHEREAS,
the parties hereto desire that Redwood make additional advances to Notis and the Companies and such new advances and the Prior
Advances be combined and used to purchase the securities to be sold under this Agreement; and


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of
1933, as amended (the “Securities Act”), and/or Rule 506 promulgated thereunder, PASE and Notis each desire
to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from such Companies securities
of such Companies as more fully described in this Agreement, and


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE
I. 


DEFINITIONS



 


1.1          Definitions.  In
addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have
the meanings given to such terms in the Notes (as defined herein), and (b) the following terms have the meanings set forth
in this Section 1.1:


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.6.


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board
of Directors” means the board of directors of Notis.


 






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“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 


“Closing
Date(s)” means the Trading Day(s) on which all of the Transaction Documents have been executed and delivered by the
applicable parties thereto in connection with a Closing, and all conditions precedent to (i) each Purchaser’s obligations
to pay the Subscription Amount as to such Closing and (ii) the Company’s obligations to deliver the Securities as to
such Closing, in each case, have been satisfied or waived.


 


“Closing(s)”
means the one or more closings of the purchase and sale of the Securities pursuant to Section 2.1.


 


“Closing
Statement” means the Closing Statement in the form on Annex A attached hereto.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Company
Counsel” means Baker & Hostetler LLP.


 


“Note”
means the 10% Senior Secured Convertible Promissory Note due, subject to the terms therein, twelve (12) months from its date of
issuance, issued by PASE and Notis to each Purchaser hereunder, in the form of Exhibit A attached hereto.


 


“Disclosure
Schedules” shall have the meaning ascribed to such term in Section 3.1.


 


“Equity
Incentive Plan” means a Company’s existing equity incentive plan, as amended.


 


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(q).


 


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


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Guarantee”
means that certain guarantee executed and delivered for the benefit of the Purchasers.


 


“Indebtedness”
means (x) any liabilities for borrowed money or amounts owed in excess of $150,000 (other than trade accounts payable or
for services provided incurred in the ordinary course of business); (y) all guaranties, endorsements and other contingent
obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated
balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or
similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $150,000
due under leases required to be capitalized in accordance with GAAP.


 






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“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(o).


 


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


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


 


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(m).


 


“Maximum
Rate” shall have the meaning ascribed to such term in Section 5.17.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Pre-Notice”
shall have the meaning ascribed to such term in Section 4.13(b).


 


“Principal
Amount” means, as to each Purchaser, the amounts set forth below such Purchaser’s signature block on the signature
pages hereto next to the heading “Principal Amount,” in United States Dollars, which shall equal such Purchaser’s
Subscription Amount as to the applicable Closing.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Public
Information Failure” shall have the meaning ascribed to such term in Section 4.3(b).


 


“Public
Information Failure Payments” shall have the meaning ascribed to such term in Section 4.3(b).


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.9.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 






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“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).


 


“Security
Agreement” means the Amended and Restated Security Agreement, dated the date hereof, between the Company and the Purchasers,
in the form of Exhibit B attached hereto.


 


“Securities”
means the Notes.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


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


 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Notes purchased hereunder as specified below
such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”
in United States dollars and in immediately available funds.


 


“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(a) and shall, where applicable, also include any
direct or indirect subsidiary of the Company formed or acquired after the date hereof.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; the
New York Stock Exchange; OTC Markets; or the OTC Bulletin Board; or as reported by OTC Markets Group Inc. (formerly Pink Sheets
LLC) (or any successors to any of the foregoing).


 


“Tranche(s)”
shall have the meaning ascribed to such term in Section 2.1.


 


“Transaction
Documents” means this Agreement, the Notes, the Security Agreement, the Guarantee, all exhibits and schedules thereto
and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.


 






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ARTICLE
II. 


PURCHASE
AND SALE 


 


2.1          Purchase.  The
Purchasers may purchase an aggregate of up to $3,600,000 in Subscription Amount of Notes in one or more tranches (each, a “Tranche”)
at one or more closings (each, a “Closing”). The first five Tranches have already been advanced and are reflected
in the Prior Advances, which Prior Advances shall be incorporated hereunder at the Initial Closing. The Closing with respect to
each Tranche is contingent upon, among other things, that all matters are satisfactory to the Purchasers in their sole discretion,
and that the Companies are in full compliance with their respective obligations and are not in default under this Agreement, any
Note, the other Transaction Documents, or any agreement with or for the benefit of the Purchasers on the Closing Date of such
tranche.


 


2.2          Closing.  On
each Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and each Purchaser,
severally and not jointly, agrees to purchase, such Purchaser’s Closing Subscription Amount as set forth on the signature
page hereto executed by such Purchaser.  At the applicable Closing, unless otherwise agreed, each Purchaser shall have
delivered funds to Notis for release as set forth in Section 4.8-Use of Proceeds, via wire transfer or a certified check, immediately
available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such
Purchaser and the Company shall deliver to each Purchaser its respective Note, as determined pursuant to Section 2.3(a),
and the Company each Purchaser shall deliver the other items set forth in Section 2.3 deliverable at the Closing.  Upon
satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4 for the Closing, the Closing shall occur at
the offices of Purchasers’ Counsel or such other location as the parties shall mutually agree.


 


2.3
          Deliveries.


 


(a)          On
or prior to each Closing Date (except as noted), each Company as applicable, shall deliver or cause to be delivered to each Purchaser
the following:


 


(i)           this
Agreement duly executed by each Company;


 


(ii)          the
Security Agreement duly executed by each Company;


 


(iii)         a
Note with a principal amount equal to such Purchaser’s Principal Amount as to the applicable Closing, registered in the
name of such Purchaser;


 


(iv)         the
Guarantee


 


(v)          reserved;


 


(vi)         reserved;
and


 


(vii)        such
other documents, certificates, instruments and other writings as Purchasers’ counsel may reasonably request.


 



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(b)          On
or prior to each Closing Date, each Purchaser shall deliver or cause to be delivered to the Companies, as applicable, the following:


 


(i)           this
Agreement duly executed by such Purchaser;


 


(ii)          the
Security Agreement duly executed by such Purchaser;


 


(iii)         such
Purchaser’s Subscription Amount as to the applicable Closing by wire transfer to the escrow account specified in writing
by the Companies and such Purchaser;


 


(iv)         reserved;
and


 


(v)          such
other documents, certificates, instruments and other writings as Notis’ counsel may reasonably request.


 


2.4          Closing
Conditions.


 


(a)          The
obligations of each Company hereunder in connection with each Closing are subject to the following conditions being met:


 


(i)           the
accuracy in all material respects on the applicable Closing Date of the representations and warranties of the Purchasers contained
herein (unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)          all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the applicable Closing Date shall
have been performed; and


 


(iii)         the
delivery by each Purchaser of the items set forth in Section 2.3(b) of this Agreement.


 


(b)          The
respective obligations of each Purchaser hereunder in connection with each Closing are subject to the following conditions being
met:


 


(i)           the
accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of each Company
contained herein (unless as of a specific date therein); provided, however, the Company shall have one hundred twenty (120) days
from the Initial Closing to obtain waivers for any defaults set forth in the disclosure schedules for Section 3 hereto by the
Company;


 


(ii)          all
obligations, covenants and agreements of each Company required to be performed at or prior to the applicable Closing Date shall
have been performed;


 


(iii)         the
delivery by each Company of the items set forth in Section 2.3(a) of this Agreement;


 






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(iv)         there
is no existing Event of Default (as defined in the Notes, the other Transaction Documents or any agreement with or for the benefit
of the Purchasers) and no existing event which, with the passage of time or the giving of notice, would constitute an Event of
Default;


 


(v)          there
shall have been no Material Adverse Effect with respect to the Companies since the date hereof; and


 


(vi)         from
the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission or
Notis’s principal Trading Market and, at any time prior to the applicable Closing Date, trading in securities generally
as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities
whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either
by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities
or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial
market which, in each case, in the reasonable judgment of such Purchaser, and without regard to any factors unique to such Purchaser,
makes it impracticable or inadvisable to purchase the Securities at the applicable Closing.


 


ARTICLE
III. 


REPRESENTATIONS
AND WARRANTIES 


 


3.1          Representations
and Warranties of each Company. Except as set forth in the “Disclosure Schedules,” which Disclosure Schedules
shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained
in the corresponding section of the Disclosure Schedules, PASE, Notis, and EWSD hereby make the following representations and
warranties to each Purchaser as of the date hereof. References to the “Company” and the “Companies”
in this Section 3.1 shall apply to PASE, Notis, EWSD, and when applicable.


 


(a)          Subsidiaries.  All
of the direct and indirect subsidiaries of each Company are set forth on Schedule 3.1(a). Each Company owns, directly
or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the
issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free
of preemptive and similar rights to subscribe for or purchase securities. If each Company has no subsidiaries, all other references
to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.


 






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(b)          Organization
and Qualification. Each Company and each of such Company’s 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 have or reasonably be expected to result in: (i) a material adverse effect
on the legality, validity or enforceability of any Transaction Document; (ii) a material adverse effect on the results of
operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a
whole; or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis
its obligations under any Transaction Document (any of (i), (ii) or (iii), 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.


 


(c)          Authorization;
Enforcement.  Each Company has the requisite power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder
and thereunder.  The execution and delivery of this Agreement and each of the other Transaction Documents by each Company
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
on the part of such Company and no further action is required by such Company, its Board of Directors, stockholders, or members,
as applicable, in connection herewith or therewith other than in connection with the Required Approvals.  This Agreement
and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by such Company
and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of such
Company enforceable against that Company in accordance with its terms, except: (i) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement
of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.


 


(d)          No
Conflicts.  The execution, delivery and performance by each Company of this Agreement and the other Transaction
Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated
hereby and thereby do not and will not: (i) conflict with or violate any provision of that Company’s or any Subsidiary’s
certificate or articles of incorporation, bylaws or other organizational or charter documents; (ii) conflict with, or constitute
a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any
Lien (except Liens in favor of the Purchasers) 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 (with or without notice, lapse of time or both) of,
any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding
to which such Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound
or affected; or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary
is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or
a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably
be expected to result in a Material Adverse Effect.


 






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(e)          Filings,
Consents and Approvals.  Each Company is not required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any court or other federal (except for any federal consents, etc.,
concerning cannabis), state, local or other governmental authority or other Person in connection with the execution, delivery
and performance by such Company of the Transaction Documents, other than: the filing of Form D and 8-K with the Commission, to
the extent such Company is required to file with the Commission, and such filings as are required to be made under applicable
state securities laws (collectively, the “Required Approvals”).


 


(f)           Issuance
of the Securities.  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 nonassessable, free and clear of all Liens imposed by the
Company other than restrictions on transfer provided for in the Transaction Documents.  


 


(g)          Capitalization.  The
capitalization of each Company is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include
the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The
respective 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 employee stock options under any applicable Equity Incentive Plan, 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. Other than with regard to Exempt Issuances, 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 a result of the purchase
and sale of the Securities and securities issued to employees, officers or directors, or former employees, officers or directors
and other service providers or former service providers of each Company pursuant to such Equity Incentive Plan or otherwise, there
are no outstanding options, warrants, 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 any Company to issue shares of Common Stock or other securities to any Person (other
than the Purchasers) and will not result in a right of any holder of that Company’s securities to adjust the exercise, conversion,
exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized,
validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none
of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.  No
further approval or authorization of any stockholder or other equityholder, as applicable, the Board of Directors or others is
required for the issuance and sale of the Securities.  Other than as set forth on Schedule 3.1(g), 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.


 






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(h)          SEC
Reports; Financial Statements.  Except as set forth in Schedule 3.1(h), Notis has filed all reports, schedules,
forms, statements and other documents required to be filed by Notis under the Securities Act and the Exchange Act, including pursuant
to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as Notis 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 Reports”).  As of their respective
dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as
applicable, and none of the SEC Reports, 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 the light of the circumstances under
which they were made, not misleading.  Notis has never been an issuer subject to Rule 144(i) under the Securities
Act. Except as set forth in Schedule 3.1(h), the financial statements of Notis included in the SEC Reports comply
in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect
thereto as in effect at the time of filing.  Such financial statements have been prepared in accordance with United
States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of Notis and
its consolidated Subsidiaries as of and for 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.


 






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(i)          Material
Changes; Undisclosed Events, Liabilities or Developments.  Since the filing of Notis’ Form 10-Q for the period
ended June 30 2016: (i) there has been no event, occurrence or development that has had or that could reasonably be expected
to result in a Material Adverse Effect; (ii) Neither Notis, nor any other Company has incurred any liabilities (contingent
or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with
past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP
or disclosed in filings made with the Commission; (iii) the Company has not altered its method of accounting; (iv) the
Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed
or made any agreements to purchase or redeem any shares of its capital stock; and (v) the Company has not issued any equity securities
to any officer, director or Affiliate, except pursuant to the Equity Incentive Plan or as set forth in the SEC Reports.  Except
for the issuance of the Securities contemplated by this Agreement, or the Exempt Issuances no event, liability, fact, circumstance,
occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its
Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to
be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not
been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.


 


(j)          Litigation.
Except as set forth in the SEC Reports, or, if applicable, Schedule 3.1(j), there is no action, suit, inquiry, notice of
violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company,
any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency
or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”), which (i) adversely
affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could,
if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect, and neither the
Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of
violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.  Other than
as set forth in the SEC Reports, there has not been, and to the knowledge of Notis, there is not pending or contemplated, any
investigation by the Commission involving the Company or any current or former director or officer of the Company that is likely
to lead to action that can reasonably be expected to result in a Material Adverse Effect. Other than as set forth in the SEC Reports,
there has not been, and to the knowledge of Notis, there is not pending or contemplated, any investigation by the Commission involving
Notis or any current or former director or officer of Notis. The Commission has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by Notis or any Subsidiary under the Exchange Act or the Securities Act.


 






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(k)          Labor
Relations.  No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the
employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s
or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company
or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the
Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company,
no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any
employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other
contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive
officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters.  The
Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to
employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in
compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(l)          Compliance.  Except
as set forth in Schedule 3.1(l), neither the Company nor any Subsidiary: (i) is in default under or in violation
of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by
the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under
or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party
or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation
of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation
of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal,
state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and
employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse
Effect.


 


(m)          Regulatory
Permits.  Each Company and its respective Subsidiaries possess all certificates, authorizations and permits issued
by the appropriate federal (except for any federal certificates, etc., concerning cannabis), state, local or foreign regulatory
authorities necessary to conduct their respective businesses as described in the SEC Reports, as applicable or on Schedule
3.1(m), except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse
Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings
relating to the revocation or modification of any Material Permit.


 


(n)          Title
to Assets.  Each Company and its respective Subsidiaries have good and marketable title in fee simple to all real
property owned by them and good and marketable title in all personal property owned by them that is material to the business of
the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect
the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company
and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have
been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real
property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable
leases with which the Company and the Subsidiaries are in compliance.


 






    	 12



     


    

 


(o)          Intellectual
Property.  Each Company and its respective Subsidiaries have, or have rights to use, all patents, patent applications,
trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual
property rights and similar rights as described in the SEC Reports as necessary or required for use in connection with their respective
businesses as presently conducted and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise)
that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate
or be abandoned, within two (2) years from the date of this Agreement.  No Company nor any Subsidiary has received,
since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise
has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not
have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property
Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The
Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all
of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.


 


(p)          Transactions
with Affiliates and Employees.  Except as set forth in Schedule 3.1(p) and for the Exempt Issuances, none
of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the
Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services
as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or from providing for the borrowing of money from or lending
of money to, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company,
any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee,
stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees
for services rendered; (ii) reimbursement for expenses incurred on behalf of the Company; and (iii) other employee benefits,
including stock option or stock award agreements under the Equity Incentive Plan.


 






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(q)          Sarbanes-Oxley;
Internal Accounting Controls.  Except as set forth in Schedule 3.1(q), the Company and the Subsidiaries are
in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof,
and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof
and as of the applicable Closing Date. Other than as disclosed in the SEC Reports, the Company and the Subsidiaries maintain a
system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in
accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets
is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers
have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of
the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”).  The
Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers
about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date.  Since
the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the
Exchange Act) that have materially affected, or is reasonably likely to materially affect, the internal control over financial
reporting of the Company and its Subsidiaries.


 


(r)          Certain
Fees.  Other than as set forth on Schedule 3.1(r), no brokerage or finder’s fees or commissions
are or will be payable by the Company or any Subsidiaries to any broker, financial advisor or consultant, finder, placement agent,
investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.  The
Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons
for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction
Documents.


 


(s)          Private
Placement.  Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section
3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to each Purchaser
as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the
Trading Market.


 


(t)          Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended.  The Company shall conduct its business in a manner so that it will not become an “investment company”
subject to registration under the Investment Company Act of 1940, as amended.


 






    	 14



     


    

 


(u)          Registration
Rights.  Other than with regard to the Exempt Issuances, no Person has any right to cause any Company to effect
the registration under the Securities Act of any securities of the Company or any Subsidiaries.


 


(v)          Listing
and Maintenance Requirements.  Notis’ Common Stock is registered pursuant to Section 12(b) or 12(g) of
the Exchange Act, and Notis 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 Notis received any notification that the Commission is contemplating
terminating such registration.  Notis has not, in the twelve (12) months preceding the date hereof, received notice
from any Trading 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 Trading Market. Notis 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.


 


(w)          Application
of Takeover Protections.  The Company and the Board of Directors have taken all necessary action, if any, in order
to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights
agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter
documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers
and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation
as a result of the Company’s issuance of the Securities and each Purchaser’s ownership of the Securities.


 


(x)          Disclosure.  Except
with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, Notis confirms
that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any
information that it believes constitutes or might constitute material, non-public information. Notis understands and confirms
that the Purchasers will rely on the foregoing representation in effecting transactions in securities of Notis.  All
of the disclosure furnished by or on behalf of each Company to the Purchasers regarding the Notis and its Subsidiaries, their
respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true
and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements made therein, in light of the circumstances under which they were made, not misleading.  Each
Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in Section 3.2 hereof.


 






    	 15



     


    

 


(y)          No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering
of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would
require the registration of any such securities under the Securities Act or (ii) any applicable stockholder approval provisions
of any Trading Market on which any of the securities of the Company are listed or designated.


 


(z)          No
General Solicitation. No Company nor any person acting on behalf of the Company has offered or sold any of the Securities
by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers
and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 


(aa)        Foreign
Corrupt Practices.  Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary,
any agent or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds
for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity;
(ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political
parties or campaigns from corporate funds; (iii) failed to disclose fully any contribution made by the Company or any Subsidiary
(or made by any person acting on its behalf of which the Company is aware) which is in violation of law; or (iv) violated
in any material respect any provision of FCPA.


 


(bb)        Accountants.  Notis’
accounting firm is set forth on Schedule 3.1(bb) of the Disclosure Schedules.  To the knowledge and belief
of the Company, such accounting firm is a registered public accounting firm as required by the Exchange Act.


 


(cc)        No
Disagreements with Accountants and Lawyers.  There are no disagreements of any kind presently existing, or reasonably
anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the
Company.


 


(dd)        Acknowledgment
Regarding Purchasers’ Purchase of Securities.  The Company acknowledges and agrees that each Purchaser is
acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions
contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the
Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any
advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents
and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company
further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction
Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 






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(ee)        Regulation
M Compliance.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or
indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation
for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting
another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid
to the Company’s placement agent in connection with the placement of the Securities.


 


(ff)        Stock
Option Plans. Each stock option granted by each Company under the Equity Incentive Plan was granted (i) in accordance
with the terms of the Equity Incentive Plan and (ii) with an exercise price at least equal to the fair market value of the
Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted
under the Equity Incentive Plan has been backdated.  The Company has not knowingly granted, and there is no and has
been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of
stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries
or their financial results or prospects.


 


(gg)        Office
of Foreign Assets Control.  Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(hh)        U.S.
Real Property Holding Corporation.  The Company is not and has never been a U.S. real property holding corporation
within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon a Purchaser’s
request.


 


(ii)          Bank
Holding Company Act.  Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding
Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve
System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls,
directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent
(25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.
Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies
of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.


 






    	 17



     


    

 


(jj)        Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company (i) has made or filed all United States federal, state and local income and all foreign
income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has
paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all
material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid
taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know
of no basis for any such claim.


 


(kk)        Seniority.
As of each Closing Date, no Indebtedness or other claim against the Company is senior to the Notes in right of payment, whether
with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security
interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as
to the property covered thereby).


 


(ll)           [Reserved].


 


(mm)       Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge
of the Company or any Subsidiary, threatened.


 


(nn)        Related
Party Transactions. All related party transactions have been consummated in accordance with all applicable laws and governing
agreements, including, without limitation, those laws applicable to the diversion of a corporate opportunity of each Company or
any of Affiliate of such Company or any Affiliate of any principal of that Company. In each instance, the particular related party
transaction has been approved by a majority of the disinterested directors of the applicable Company, after full disclosure has
been made to each board member of the pertinent facts of the proposed transaction. Each such related party transaction has been
consummated on terms and conditions that are equal or more favorable to the applicable Company than a transaction with an unaffiliated
third party knowing all the facts and under no compulsion to consummate such transaction.


 


Each
Purchaser acknowledges and agrees that the representations contained in Section 3.1 shall not modify, amend or affect the Company’s
and each Subsidiary’s rights to indemnification or to rely on such Purchaser’s representations and warranties contained
in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument
executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby.


 






    	 18



     


    

 


3.2          Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as
of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):


 


(a)          Organization;
Authority.  Such Purchaser is either an individual or 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 the
Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction
Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized
by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser.  Each
Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in
accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against
it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 


(b)          Own
Account.  Such Purchaser understands that the Securities are “restricted securities” and have not been
registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its
own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities
Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the
Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other
persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state
securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities in compliance
with applicable federal and state securities laws).  Such Purchaser is acquiring the Securities hereunder in the ordinary
course of its business.


 


(c)          Purchaser
Status.  At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.


 


(d)          Experience
of Such Purchaser.  Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment.  Such Purchaser is able to bear the
economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 






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(e)          General
Solicitation.  Such Purchaser is not purchasing the Securities as a result of 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.


 


(f)          Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not
directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed
any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time
that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company
setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof.  Notwithstanding
the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage
separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions
made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall
only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase
the Securities covered by this Agreement.  Other than to other Persons party to this Agreement, such Purchaser has maintained
the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this
transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation
or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares
to borrow in order to effect Short Sales or similar transactions in the future.


 


The
Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s
rights to indemnification or to rely on the Company’s representations and warranties contained in this Agreement or any
representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or
delivered in connection with this Agreement or the consummation of the transactions contemplated hereby.


 


ARTICLE
IV. 


OTHER
AGREEMENTS OF THE PARTIES 


 


4.1          Transfer
Restrictions.


 


(a)          The
Securities may only be disposed of in compliance with state and federal securities laws.  In connection with any transfer
of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser
or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to
the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance
of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration
of such transferred Securities under the Securities Act.  As a condition of transfer, any such transferee shall agree
in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement.


 






    	 20



     


    

 


(b)          The
Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following
form:


 


THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT,
THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.  THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


Notis
acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered
broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited
investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement
and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees
or secured parties.  Such a pledge or transfer would not be subject to approval of the Company and no legal opinion
of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith.  Further, no notice
shall be required of such pledge.  At the Purchaser’s expense, the Company will execute and deliver such reasonable
documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the
Securities.


 


(c)          [Reserved].


 






    	 21



     


    

 


(d)          In
addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated
damages and not as a penalty, $1,000 per Trading Day for each Trading Day after the third Trading Date after such Purchaser has
duly requested the removal of the above legend (the “Legend Removal Date”) until such certificate is delivered
without a legend. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Company’s failure
to deliver certificates representing any Securities as required by the Transaction Documents, and such Purchaser shall have the
right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief.


 


4.2          [Reserved].


 


4.3          Furnishing
of Information; Public Information.


 


(a)          Until
the earliest time that no Purchaser owns Securities, the Company covenants to maintain the registration of the Common Stock under
Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required or permitted to be filed by the Company after the date hereof pursuant to the Exchange Act
even if the Company is not then subject to the reporting requirements of the Exchange Act.


 


(b)          At
any time during the period commencing from the six (6)-month anniversary of the date hereof and ending at such time that all of
the Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without
restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information
requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Purchaser’s
other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by
reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%)
of the aggregate Subscription Amount of such Purchaser’s Securities on the day of a Public Information Failure and on every
thirtieth (30th) day (pro-rated for periods totaling less than thirty (30) days) thereafter until the earlier of (a)
the date such Public Information Failure is cured and (b) such time that such public information is no longer required for a seller
to transfer shares of Common Stock pursuant to Rule 144.  The payments to which a Purchaser shall be entitled pursuant to
this Section 4.3(b) are referred to herein as “Public Information Failure Payments.”  Public Information
Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information
Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to
the Public Information Failure Payments is cured.  In the event the Company fails to make Public Information Failure Payments
in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated
for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the
Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief.


 






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4.4          Integration.  The
Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require
the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of
the Securities for purposes of the rules and regulations of any Trading Market such that it would require stockholder approval
prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.


 


4.5          [Reserved].


 


4.6          Stockholder
Rights Plan.  No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,
that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison
pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter
adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue
of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.


 


4.7          Non-Public
Information.  Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will provide any Purchaser
or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior
thereto such Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such
information.  The Company understands and confirms that the Purchaser shall be relying on the foregoing covenant in
effecting transactions in securities of the Company.


 


4.8          Use
of Proceeds.  Each Company shall use the net proceeds hereunder as set forth on Schedule 4.8 attached hereto.
To this end, each Company agrees that the net proceeds have been deposited with the Escrow Agent to be held in accordance with
the provisions of the Schedule 4.8.


 






    	 23



     


    

 


4.9          Indemnification
of Purchasers.  Subject to the provisions of this Section 4.9, each Company, jointly and severally, will indemnify
and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons
with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title),
each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons
(each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies,
damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’
fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach
of any of the representations, warranties, covenants or agreements made by each Company in this Agreement or in the other Transaction
Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates,
by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated
by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties
or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder
or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes
fraud, gross negligence, willful misconduct or malfeasance).  If any action shall be brought against any Purchaser Party
in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company
in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable
to such Purchaser Party.  Any Purchaser Party shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party
except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company
has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in
the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position
of such Purchaser Party, in which case the Companies shall be responsible for the reasonable fees and expenses of no more than
one such separate counsel.  No Company will be liable to any Purchaser Party under this Agreement (y) for any settlement
by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed;
or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s
breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in
the other Transaction Documents.  The indemnification required by this Section 4.9 shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred.  The
indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against
any Company or others and any liabilities any Company may be subject to pursuant to law.


 


4.10        [Reserved].


 


4.11        Equal
Treatment of Purchasers.  No consideration (including any modification of any Transaction Document) shall be offered
or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration
is also offered to all of the parties to this Agreement. Further, no Company shall make any payment of principal or interest on
the Notes in amounts which are disproportionate to the respective principal amounts outstanding on the Notes at any applicable
time.  For clarification purposes, this provision constitutes a separate right granted to each Purchaser by each Company
and negotiated separately by each Purchaser, and is intended for each Company to treat the Purchasers as a class and shall not
in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting
of Securities or otherwise.


 






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4.12        [Reserved]. 


 


4.13        [Reserved].


 


4.14        Securities
Laws Disclosure; Publicity. Notis shall (a) by 9:30 a.m. (New York City time) on the second (2nd) Trading Day immediately
following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby and (b)
by the fourth (4th) Trading Day immediately following the date hereof, file a Current Report on Form 8-K, including
the form of Transaction Documents as exhibits thereto (if required pursuant to the Exchange Act), with the Commission. The Company
represents to the Purchasers that, as of the issuance of such 8-K, it shall have publicly disclosed all material, non-public information
delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors,
employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and the Purchasers
shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither
the Company nor the Purchasers shall issue any such press release nor otherwise make any such public statement without the prior
consent of the Company, with respect to any press release of the Purchasers, or without the prior consent of the Purchaser, with
respect to any press release of the Company, which consent shall not unreasonably be withheld, delayed, denied, or conditioned
except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior
notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name
of the Purchasers, or include the name of the Purchasers in any filing with the Commission or any regulatory agency or Trading
Market, without the prior written consent of such Purchasers, except: (a) as required by federal securities law in connection
with any registration statement contemplated by this Agreement and (b) to the extent such disclosure is required by law or Trading
Market regulations, in which case the Company shall provide such Purchasers with prior notice of such disclosure permitted under
this clause (b).


 


4.15        Form
D; Blue Sky Filings. Notis, for itself and the other Companies, agrees to timely file a Form D with respect to the Securities
as required under Regulation D and to provide a copy thereof, promptly upon request of the Purchasers. Notis shall take such action
as it shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the
Purchasers at the applicable Closing under applicable securities or “Blue Sky” laws of the states of the United States,
and shall provide evidence of such actions promptly upon request of the Purchasers.


 


ARTICLE
V. 


MISCELLANEOUS



 


5.1          Reserved.


 


5.2          Fees
and Expenses.  Each Company shall deliver to the Purchaser, prior to each Closing, a completed and executed copy
of the Closing Statement, attached hereto as Annex A.  Except as expressly set forth in the Transaction Documents
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, at the Closing the Company shall pay the Purchaser $1,000 for Purchaser’s legal fees. The Company
shall pay all stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchaser.


 






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5.3          Entire
Agreement.  The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and thereof 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.


 


5.4          Notices.  Any
and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number set forth on the signature pages attached hereto at or prior to 12:00 noon (New York City time)
on a Trading Day; (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 12:00
noon (New York City time) on any Trading Day; (iii) the second (2nd) Trading Day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service; or (iv) upon actual receipt by the party to whom such notice is
required to be given.  The address for such notices and communications shall be as set forth on the signature pages
attached hereto.


 


5.5          Amendments;
Waivers.  No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by each Company and the Purchasers holding at least two-thirds (2/3rds) in interest
of the Securities then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waived provision
is sought.  No waiver of any default with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise
of any such right.


 


5.6          Headings.  The
headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 


5.7          Successors
and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns.  No Company may assign this Agreement or any rights or obligations hereunder without the prior
written consent of each Purchaser (other than by merger).  Any Purchaser may assign any or all of its rights under this
Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing
to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”


 


5.8          No
Third-Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective
successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 






    	 26



     


    

 


5.9          Governing
Law.  All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to
the principles of conflicts of law thereof.  Each party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought
against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents)
shall be commenced exclusively in the state and federal courts sitting in the City of New York.  Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.  Nothing contained
herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.  If either
party shall commence an action, suit or proceeding to enforce any provisions of the Transaction Documents, then the prevailing
party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other
costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


5.10         Survival.  The
representations and warranties contained herein shall survive the Closings and the delivery of the Securities.


 


5.11         Execution.  This
Agreement may be executed in two or more 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.  In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of
the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


5.12         Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 






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5.13         Rescission
and Withdrawal Right.  Notwithstanding anything to the contrary contained in (and without limiting any similar provisions
of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser
may rescind or withdraw, in its sole discretion from time to time upon written notice to each Company, any relevant notice, demand
or election in whole or in part without prejudice to its future actions and rights.


 


5.14         Replacement
of Securities.  If any certificate or instrument evidencing any of the Securities is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the
case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction.  The applicant for a new certificate or instrument
under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance
of such replacement Securities.


 


5.15         Remedies.  In
addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each Purchaser
and each Company will be entitled to specific performance under the Transaction Documents.  The parties agree that monetary
damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction
Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense
that a remedy at law would be adequate.


 


5.16         Payment
Set Aside. To the extent that a Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to a Company, a trustee, receiver or any other Person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then, to the extent of any such restoration, the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 






    	 28



     


    

 


5.17         Usury.  To
the extent it may lawfully do so, each Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and
will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any
time hereafter in force, in connection with any claim, action or proceeding that may be brought by any Purchaser in order to enforce
any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction
Document, it is expressly agreed and provided that the total liability of PASE and Notis under the Transaction Documents for payments
in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”),
and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated
with any other sums in the nature of interest that PASE and Notis may be obligated to pay under the Transaction Documents exceed
such Maximum Rate.  It is agreed that if the maximum contract rate of interest allowed by law and applicable to the
Transaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof,
the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from
the effective date thereof forward, unless such application is precluded by applicable law.  If under any circumstances
whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced
by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness
or be refunded to PASE and Notis, the manner of handling such excess to be at such Purchaser’s election.


 


5.18         Independent
Nature of Purchasers’ Obligations and Rights.  The obligations of each Purchaser under any Transaction Document
are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the
performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein
or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute
the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by
the Transaction Documents.  Each Purchaser shall be entitled to independently protect and enforce its rights, including,
without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary
for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented
by its own separate legal counsel in its review and negotiation of the Transaction Documents.


 


5.19         Liquidated
Damages.  Each Company’s obligations to pay any partial liquidated damages or other amounts owing under the
Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages
and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated
damages or other amounts are due and payable shall have been canceled.


 


5.20         Saturdays,
Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


5.21         Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.


 






    	 29



     


    

 


5.22         WAIVER
OF JURY TRIAL.  IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


(Signature
Pages Follow) 


 




    	 30



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Convertible Note Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.


 


Pueblo
                           Agriculture Supply and Equipment, LLC


 





	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	NOTIS GLOBAL, INC.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	EWSD I, LLC	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK 


SIGNATURE
PAGE FOR PURCHASER FOLLOWS] 


 




    	 31



     


    

 


[PURCHASER
SIGNATURE PAGES TO 


CONVERTIBLE
NOTE PURCHASE AGREEMENT] 


 


IN
WITNESS WHEREOF, the undersigned have caused this Convertible Note Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.


 


Name
of


Purchaser:


Signature
of Authorized Signatory of Purchaser: ____________________________________ 


 


Name
of Authorized Signatory: ____________________________________      


 


Title
of Authorized Signatory: ____________________________________       


 


Email
Address of Authorized Signatory: ____________________________________       


 


Facsimile
Number of Authorized
Signatory: ____________________________________        


 


Address
for Notice to Purchaser:


 


Address
for Delivery of Securities to Purchaser (if not same as address for notice):


 


Closing
Principal Amount:


 


Closing
Subscription Amount (Inclusive of the Magic Farms Note Subscription Amount):


 


EIN
Number: _______________________ 


 




    	 32



     


    

 


Annex
A 


 


CLOSING
STATEMENT


 


Pursuant
to the attached Purchase Agreement, dated as of the date hereto, the purchasers shall purchase Notes from Pueblo Agriculture Supply
and Equipment, LLC and Notis Global, Inc. (collectively, the “Company”). All funds will be wired into an account
maintained by the Company. All funds will be disbursed in accordance with this Closing Statement.


 


Disbursement
Date:        December 4, 2017


 





 



 


	I.             PURCHASE
                    PRICE

         
	 
	 	Gross
    Proceeds to be Received 	$88,000.00
	 	 
	II.           DISBURSEMENTS

         
	 
	 	 	$
	 	 	$
	 	 	$
	 	 	$
	 	 	$
	 	 
	Total
    Amount Disbursed:	$88,000.00
	 	 
	WIRE
                    INSTRUCTIONS:

         
	 
	Duly
                    executed this ___ day of __________, 2017:

         

        Notis
Global, Inc., on behalf of itself and Pueblo Agriculture Supply and Equipment, LLC
	 
	 	 	 





	By:	 	 
	 	Name:	 
	 	Title:	 







 






    	 33



     


    

 


Schedule
4.8


Use
of Proceeds


 


	As
                                 set forth in schedules delivered by the Purchaser to the Company.

         

        The
net proceeds from the aggregate Subscription Amount for the Notes, unless otherwise agreed shall be deposited with the Escrow
Agent to be held under and released pursuant to the agreement of the parties





 



    	 34