SEPARATION
AGREEMENT


 


This
Separation Agreement (this “Agreement”) is entered into as of June 30, 2014 by and among Surna Inc., a corporation
organized under the laws of the State of Nevada (“SRNA”), Surna Media Inc., a corporation organized under the laws
of the British Virgin Islands (BVI) (“SMI”), Lead Focus Limited, a corporation organized under the laws of the BVI
(“LFL”), and each of the Creditors of Surna Media Inc. listed in Appendix 1 (collectively, the “Creditors”).
In this Agreement, SRNA, SMI, LFL and the each of the Creditors are referred to collectively as the “Parties”, and
each of them is referred to as a “Party”.


 


RECITALS


 


	1.	WHEREAS,
    SRNA presently owns 100% of the issued and outstanding stock of SMI; and
	 	 
	2.	WHEREAS,
    SMI holds a 100% equity interest in Surna Hongkong Limited, a limited liability company organized under the laws of Hong
    Kong,     which is in turn the sole shareholder of Flying Cloud Information Technology Co. Ltd. 
    a wholly foreign- owned     enterprise organized in Pudong, Shanghai under the laws of the PRC (these three companies,
    collectively, the “SMI Group     Companies”);
	 	 
	3.	WHEREAS,
    the Creditors listed in Appendix 1 (collectively, the “Creditors”) have advanced funds to the SMI Group Companies,
    as further defined in Schedule 1 of this Agreement;
	 	 
	4.	WHEREAS,
    SRNA in the furtherance of its business interests desires the separation of SMI in its entirety, in exchange for LFL’s
    assumption of all liabilities due to the Creditors; and
	 	 
	5.	WHEREAS,
    on the terms and conditions set forth below, LFL desires to acquire the ownership, rights, interest and all liabilities, now
    known, should be known or may be asserted in the future, of SMI, and the Creditors agree to this assumption, and SRNA so desires
    to tender the equity interest in SMI.


 


NOW
THEREFORE, SRNA, SMI and LFL through mutual negotiations hereby
enter into this Agreement based upon the following terms:


 


	1.
    	Definitions
    and Interpretation.
	 	 
	 	Unless
    otherwise provided in this Agreement, the following terms shall have the following meanings:
	 	 
	1.1	“Agreement”
    refers to this Separation Agreement, and any and all annexes, schedules or attachments to the same.
	 	 
	1.2	“Business
    Day” refers to any day that is not a Saturday, Sunday or statutory holiday in the BVI or Hong Kong.
	 	 
	1.3	“Confidential
    Information” refers to all information, technical data and know-how, which may, without limitation, be or be related
    to research, products, hardware, software, development, inventions, processes, specifications, designs, drawings, diagrams,
    procedures data, concepts, services, business and marketing plans, prices, finance, suppliers, customers, related corporations
    and business relations.
	 	 
	1.4	“Vendor
    Shares” refers to the shares of SMI that will be tendered by SRNA to LFL, and which will represent all of the issued
    and outstanding shares, of any class, of that company.
	 	 
	1.5	“Person”
    refers to any individual or any corporation, partnership, limited liability company, trust, unincorporated organization or
    association, or other entity.


 




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	1.6	“Personnel”
    refers to directors, employees, and financial and legal advisers/consultants.
	 	 
	1.7	“PRC”
    refers to The People’s Republic of China.
	 	 
	1.8	“RMB”
    refers to the currency of the PRC.
	 	 
	2.	Business
    Separation.
	 	 
	2.1	Subject
    to the terms and conditions of this Agreement, SRNA hereby agrees to transfer to LFL all of the issued and outstanding shares
    of SMI (the “Vendor Shares”) for the consideration of $1.00 USD and LFL’s assumption of the liabilities
    relating to the Creditor’s advances to its subsidiary corporation SMI, and its subsidiaries, (together, the “SMI
    Group Companies”) as specified in Schedule 1 of this Agreement.
	 	 
	2.2	Commensurate
    with the closing of this Agreement, SRNA shall execute a release in favor of SMI for any liabilities relating to advances
    to the SMI Group Companies by, for or on behalf of SRNA, or for any other inter-company balances, as currently reflected in
    the accounts of SRNA, and as specified in Schedule 2 to this Agreement.
	 	 
	2.3	SRNA
    shall transfer to SMI, or as otherwise directed by SMI, all rights, obligations and benefits,
    and shall relinquish any future economic benefit derived from, any games or other products that were developed or offered
    by SRNA or SMI Group Companies prior to the date of this Agreement, including any to which SRNA may have rights in favour
    of SMI Group Companies.
	 	 
	2.4	SRNA
    shall relinquish and transfer to SMI all rights, obligations and benefits relating to business operations undertaken prior
    to 24 March, 2014, including (but limited to): (a) discoveries, concepts, procedures and designs (whether or not patentable
    or copyrightable) which may, without limitation, be related to products, services, hardware, software, processes or specifications;
    (b) business or marketing plans and techniques; (c) pricing information; (d) the identity of suppliers, customers, contacts
    and other business relations; (e) historical and projected financial data; (f) valuation numbers; and (g) financial and business
    models, structures, and techniques. Any information, rights or benefits which SRNA developed or otherwise acquired on or after
    24 March, 2014 shall be specifically excluded from such transfer.
	 	 
	2.5	SRNA
    undertakes to transfer the Apple App Store developer account of SRNA (or, alternatively, the ownership and all rights to Apps
    offered through such account) to SMI, or as otherwise directed by SMI. SRNA agrees that SMI shall enjoy the full economic
    benefit of all Apps currently or historically offered by SRNA through the App Store account, and also undertakes to complete
    in a timely manner what further steps may be required to effect such transfer.
	 	 
	3.	Share
    S&P.
	 	 
	3.1	Subject
    to the terms and conditions of this Agreement, SRNA hereby agrees to transfer to LFL all of the issued and outstanding shares
    of SMI (the “Vendor Shares”) for the consideration of the assumption of the liabilities, as specified in Schedule
    1 to this Agreement. Closing of the transaction shall take place upon satisfaction of terms set forth in Clauses 3.2 and 3.3.


 




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	3.2.	The
    Conditions Precedent, and each of them individually, shall be essential conditions of SRNA’s performing the undertakings
    herein, and shall only be capable of waiver by LFL; specifically:


 


	 	a.	All
    obligations on the part of the SRNA that are to be performed at or prior to the Completion have been performed, and LFL has
    satisfied itself as to the sufficiency and veracity of the Warranties of SRNA and SMI.
	 	 	 
	 	b.	SRNA
    shall procure that before Completion a board meeting of SMI is held and that at such meeting resolutions are passed to approve
    the registration of the transfer of Vendor Shares to LFL upon presentation of duly executed transfers.


 


	3.3.	At
    the Closing, SRNA is delivering to the LFL shares of SMI numbering in total One Thousand (1,000), and also shall deliver or
    procure the delivery of the following:


 


	 	a.	duly
    endorsed stock certificates representing all of the Vendor Shares;
	 	 	 
	 	b.	sold
    notes and transfers of the Vendor Shares in favour of LFL, duly executed by the relevant signatories, or any power of attorney
    or other authority under which they may have been executed; and
	 	 	 
	 	c.	such
    other documents as may be required to give a good and effective transfer of title of the Vendor Shares to LFL.


 


	3.4	SRNA
    and SMI jointly undertake to LFL that they will procure that SMI does not prior to completion, without the prior written consent
    of LFL, carry on any operations or business other than that particular company’s ordinary business activities.
	 	 
	3.5	The
    purchase of SMI by LFL is subject to due diligence, and SMI agrees to the requisite due diligence and to take all necessary
    actions and to obtain all necessary approvals so as to facilitate the timely completion of this transaction.
	 	 
	4.	Finders.
	 	 
	 	There
    are no finders with respect to the transaction contemplated herein.
	 	 
	5.	Expenses.
	 	 
	 	All
    parties to this Agreement shall bear their own costs.
	 	 
	6.	Representations
    and Warranties.
	 	 
	 	(Where
    any warranty is expressed as being “to the best knowledge” or “to the best of information and knowledge
    of or similar expressions such warranty shall be deemed to have been made after all due and diligent enquiries and having
    used their reasonable endeavours to ensure that such warranty is true, complete and accurate.)
	 	 
	6.1	SRNA
hereby represents and warrants that:


 


	 	a.	It
    is a corporation duly organized under the laws of the State of Nevada, U.S.A., and is qualified nowhere else;
	 	 	 
	 	b.	This
    Agreement has been duly authorized by SRNA, and when delivered by SRNA in accordance with the terms hereof, will constitute
    the valid and legally binding obligation of SRNA, enforceable against it in accordance with its terms, except as such enforceability
    may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to,
    or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general
    application;
	 	 	 
	 	c.	SRNA
    is the legal and beneficial owner of all the assets used in its business, free from any lien, bill of sale or other encumbrances,
    except for those which have arisen by operation of law in the normal and proper conduct of its business.
	 	 	 
	 	d.	Neither
    the execution and delivery of this Agreement nor the consummation of the transactions contemplated by any subsequent agreement
    will constitute a violation or default under any term or provision of the Certificate of Incorporation or Bylaws of SRNA,
    or of any contract, commitment, indenture, other agreement to which SRNA is a party or by which it is bound;


 




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	 	e.	It
    shall, for no further consideration, transfer when requested, ownership and all rights to Apps offered through the Apple App
    Store, as directed by SMI.
	 	 	 
	 	f.	Each
    of the Warranties shall be construed as a separate Warranty and save as expressly provided to the contrary, shall not be limited
    or restricted by reference to or inference from the terms of any other Warranty or any other term of this Agreement.


 


	6.2	SMI
    hereby represents and warrants that:


 


	 	a.	Unless
    the context requires otherwise, the representations, warranties and undertakings contained in this Section in relation to
    SMI shall be deemed to be and are hereby repeated mutandis in relation to each of the subsidiaries of SMI.
	 	 	 
	 	b.	As
    at Closing, LFL will be the beneficial owner of the Vendor Shares free and clear of any lien, charge or encumbrance whatsoever
    and there shall be no outstanding call on any of the Vendor Shares and all of the Vendor Shares shall be fully paid up and
    freely transferable to LFL; and
	 	 	 
	 	c.	It
    is a corporation duly organized under the laws of the BVI and is qualified nowhere else. All of the shares owned by SRNA are
    owned free and clear of any liens, claims, options, pledge, charges, other form of securities or encumbrances of whatsoever
    nature on, over or affecting any of the Vendor Shares, and SRNA has the unqualified right to sell, assign, and deliver the
    Vendor Shares, and, upon consummation of the transactions contemplated by this Agreement, LFL will acquire good and valid
    title to the Vendor Shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature;
	 	 	 
	 	d.	There
    are no outstanding options or other agreements of any nature whatsoever relating to the issuance by SMI of any shares of its
    capital stock, SMI has the corporate power and authority to carry on its business as presently conducted;
	 	 	 
	 	e.	Neither
    the execution and delivery of this Agreement nor the consummation of the transactions contemplated by any subsequent agreement
    will constitute a violation or default under any term or provision of the Certificate of Incorporation or Articles and Bylaws
    of the Company, or of any contract, commitment, indenture, other agreement to which SMI is a party or by which it is bound;
	 	 	 
	 	f.	The
    following companies are direct or indirect subsidiaries of SMI: (i) Surna Hongkong Limited, a Hong Kong company of which SMI
    owns one hundred percent (100%) of the issued and outstanding shares (“Surna Hongkong”); (ii) Flying Cloud
    Information     Technology Co. Ltd.  a wholly foreign-owned enterprise organized under the
    laws of the PRC, of which Surna     Hongkong owns one hundred percent (100%) of the issued and outstanding
    shares;
	 	 	 
	 	g.	SMI
    has no known liability (actual or contingent) other than the liabilities disclosed in the Accounts, and the SMI Group Companies
    have no bank accounts or deposit accounts other than those set out in Schedule 3 (which shows the credit or debit balance
    thereon as at the respective dates, since which dates there have been no payments out of such accounts).
	 	 	 
	 	h.	Each
    of the Warranties shall be construed as a separate Warranty (and save as expressly provided to the contrary), shall not be
    limited or restricted by reference to or inference from the terms of any other Warranty or any other term of this Agreement.


 


	6.3	LFL
    hereby represents and warrants that:


 


	 	a.	It
    is a corporation duly organized under the laws of the BVI and is qualified nowhere else.
	 	 	 
	 	b.	This
    Agreement has been duly authorized by LFL, and when delivered by LFL in accordance with the terms hereof, will constitute
    the valid and legally binding obligation of LFL, enforceable against it in accordance with its terms, except as such enforceability
    may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to,
    or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general
    application;



 



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	 	c.	Neither
    the execution and delivery of this Agreement nor the consummation of the transactions contemplated by any subsequent agreement
    will constitute a violation or default under any term or provision of the Certificate of Incorporation or Bylaws of LFL, or
    of any contract, commitment, indenture, other agreement to which LFL is a party or by which it is bound;
	 	 	 
	 	d.	Each
    of the Warranties shall be construed as a separate Warranty, and save as expressly provided to the contrary, shall not be
    limited or restricted by reference to or inference from the terms of any other Warranty or any other term of this Agreement.


 


	7.	Survival
    of Representations and indemnification.


 


	7.1	All
    representations, warranties, and agreements made by any party in this Agreement or pursuant hereto shall survive the execution
    and delivery hereof and any investigation at any time made by or on behalf of any party.
	 	 
	8.	Representation
    of Authority.
	 	 
	 	Each
    Party represents and warrants to all the other Parties that the signing and delivery of this Agreement and the performance
    of the Party’s obligations hereunder has been duly authorized, and that the Agreement is a valid and permissible and
    is binding on the Parties and enforceable in accordance with its terms.
	 	 
	9.	Force
    Majeure.
	 	 
	9.1	Force
    Majeure shall include but not be limited to acts of governments, acts of nature, fire, explosion, typhoon, flood, earthquake,
    tide, lightning, war, refers to any unforeseen events beyond the party’s reasonable control and cannot be prevented
    with reasonable care. However, any shortage of credit, capital or finance shall not be regarded as an event beyond a Party’s
    reasonable control. The affected party by Force Majeure shall notify the other party of such event resulting in exemption
    promptly.
	 	 
	9.2	In
    the event that the affected party is delayed in or prevented from performing its obligations under this Agreement by Force
    Majeure, only within the scope of such delay or prevention, the affected party will not be responsible for any damage by reason
    of such a failure or delay of performance. The affected party shall take appropriate means to minimize or remove the effects
    of Force Majeure and attempt to resume performance of the obligations delayed or prevented by the event of Force Majeure.
    After occurrence of an event of Force Majeure, when such event or condition ceases to exist, both parties agree to resume
    the performance of this Agreement with their best efforts.
	 	 
	10.	Confidentiality.
	 	 
	 	The
    parties of this agreement acknowledge and make sure that all the oral and written materials exchanged relating to this contract
    are confidential. All the parties have to keep them confidential and can not disclose them to any other third party without
    other parties’ prior written approval, unless: (a) the public knows and will know the materials (not because of the
    disclosure by any contractual party); (b) the disclosed materials are required by laws or stock exchange rules; or (c) materials
    relating to this transaction are disclosed to parties’ legal consultants or financial advisors, however, who have to
    keep them confidential as well. Disclosure of confidential information by employees or hired institutions of the parties is
    deemed as the act by the parties, therefore, subjecting them to liability.
	 	 
	11.	Dispute
    Resolution.
	 	 
	 	This
    Agreement shall be governed by and construed in accordance with the laws and courts of the BVI.


 




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	12.	Notices.



 


Any
notice which is given by the parties hereto for the purpose of performing the rights and obligations hereunder shall be in writing.
Where such notice is delivered personally, the time of notice is the time when such notice actually reaches the addressee; where
such notice is transmitted by facsimile, the notice time is the time when such notice is transmitted. If such notice does not
reach the addressee on business date or reaches the addressee after the business time, the next business day following such day
is the date of notice. Delivery shall be made to the following:


 


	SRNA:	1780
    55th St., Unit C, Boulder, CO 80301
	 	 
	SMI:	Suite
    S3, 414 Block B, Goldway Industrial Centre
	 	2
    Wing Kin Road, Kwai Tsing, Hong Kong
	 	 
	LFL:	957
    Offshore Incorporations Centre
	 	Road
    Town, Tortola, BVI


 


	13.	Miscellaneous.
	 	 
	13.1	In
    no event shall any Party to this agreement be liable to any other Party for any special, consequential, indirect, incidental
    or punitive damages or lost profits, however caused and on any theory of liability (including negligence) arising in any way
    out of this Agreement, whether or not such party has been advised of the possibility of such damages; provided, however, that
    the foregoing limitations shall not limit a Party’s indemnification obligations as set forth elsewhere in this Agreement.
	 	 
	13.2	All
    Parties agree that this Agreement constitute the entire agreement of the Parties with respect to the subject matter therein
    upon its effectiveness and supersedes and replaces all prior oral and/or written agreements and understandings relating to
    this Agreement.
	 	 
	13.3	Any
    provision of this Agreement which is invalid or unenforceable because of inconsistent with the relevant laws shall, as to
    that jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining
    provisions hereof.
	 	 
	13.4	Parties
    may amend and supplement this Agreement with a written agreement, provided that such amendment shall be duly executed and
    signed by each Party and such amendment shall thereupon become a part of this Agreement and shall have the same legal effect
    as this Agreement.
	 	 
	13.5	This
    agreement and any amendments, modification, supplements, additions or changes hereto shall be in writing and come into effect
    upon being executed and sealed by the parties hereto.
	 	 
	13.6	All
    schedules, appendices and exhibits are entire and integral part of this Agreement.
	 	 
	13.7	This
    Agreement is in English and may be executed in multiple counterparts all of which, when taken together, shall constitute one
    and the same instrument.


 


[SIGNATURE
PAGE FOLLOWS]


 




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IN
WITNESS WHEREOF each party hereto has caused this Agreement duly executed by itself or a duly authorized representative on its
behalf as of the date first written above.


 





 



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Appendix
1


Creditors
of the SMI Group Companies


 


	Name	 	Balance Date	 	 	Currency	 	 	Balance due	 
	Cherry Lim Ping-Wai	 	31 May, 2014	 	 	USD	 	 	 	1,288,229.74	 
	Lim Clarke & Co. Ltd.	 	31 May, 2014	 	 	USD	 	 	 	769,230.77	 
	Richard George Clarke	 	31 May, 2014	 	 	USD	 	 	 	340,943.74	 
	7bridge Capital Partners Ltd.	 	31 May, 2014	 	 	USD	 	 	 	7,555.66	 
	Total	 	 	 	 	USD	 	 	 	2,405,959.91	 
	[End of list]	 	 	 	 	 	 	 	 	 	 



 




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Schedule
I


Advances
to SMI Group Companies


 


	Company	 	Balance Date	 	 	Currency	 	 	Total	 
	Surna Media Inc.	 	31 May, 2014	 	 	USD	 	 	 	763,235.78	 
	Surna Hongkong Limited	 	31 May, 2014	 	 	USD	 	 	 	1,121,039.16	 
	Flying Cloud Information	 	31 May, 2014	 	 	USD	 	 	 	521,684.97	 
	Technology Co. Ltd	 	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	USD	 	 	 	2,405,959.91	 
	[End of list]	 	 	 	 	 	 	 	 	 	 



 


Currency
exchange rates



 


	Exchange rates to USD	 	 	Rate	 
	HKD	 	 	7.80	 
	RMB	 	 	6.1619	 
	[End of list]	 	 	 	 



 


Total
liabilities of Surna Inc. relating to advances from the Creditors to be assumed by Lead Focus Limited: USD 2,405,959.91.


 




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Schedule
2


Inter-Company
balances to be eliminated


 


	Company	 	Due to	 	 	Currency	 	 	Total	 
	Surna Media Inc.	 	Surna Inc.	 	 	USD	 	 	 	5,769.23	 
	Surna Hongkong Limited	 	Surna Inc.	 	 	USD	 	 	 	3,201.92	 
	Flying Cloud Information	 	-	 	 	-	 	 	 	-	 
	Technology Co. Ltd	 	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	USD	 	 	 	8,971.15	 
	[End of list]	 	 	 	 	 	 	 	 	 	 



 


Total amount due to Surna Inc. from the SMI Group Companies to be waived: USD 8,971.15.



 




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Schedule
3


Bank
Account balances of SMI Group Companies


 


Flying
Cloud Information Technology Co. Ltd.:


	Bank	 	 	Account Number	 	 	Balance Date	 	Balance	 
	Bank of Nanjing	 	 	 	03011420180000256	 	 	31 May, 2014	 	 	USD 21.67	 
	Bank of Nanjing	 	 	 	03010120180000446	 	 	31 May, 2014	 	 	RMB 902.78	 



 



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