Exhibit 10.1


 


 


AMENDMENT TO


10% SUBORDINATED CONVERTIBLE
PROMISSORY NOTE


 


ENVISION SOLAR INTERNATIONAL,
INC.


 


This Amendment (the "Amendment")
to the 10% Subordinated Non-Negotiable Note (the "Original Note"), in the original principal amount of $100,000, hereby
amends the Original Note effective the 31st day of December 2016, as follows, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties, by agreement of Envision Solar International, Inc., originally
a California corporation that has merged effective February 2010 to a Nevada Corporation but kept the same name (the "Company"),
the issuer of the Original Note, and Mark Mandell, William Griffith, and Pegasus Enterprises, a California limited partnership,
as tenants in common (the "Holder"), the payee of the Original Note, as follows:


 


		1.	The Maturity Date of the Note is December 31, 2019.



 


		2.	It is understood and accepted by all parties that the Company was able to
raise certain funds in 2016 and 2017, and those funds have been applied to the operations and working capital of the Company in
an effort to sustain the Company and was not applied to principal payments on this note. The following language in the first paragraph
of the Note on page two of the Note is hereby waived:



 


". .
provided, however, that in the event the Company receives more than $1,000,000 from any financing or series of financings
(whether related or unrelated), in the form or debt, equity or any combination thereof, prior to the Maturity Date, 25% of the
proceeds of any such financing in excess of $1,000,000 shall be used to pay down this Note and all of the other Notes (as hereinafter
defined), pro rata; provided, further, that no funds provided to the Company by Gemini Master Fund, Ltd. ("Gemini") or
any person or entity that co-invests with Gemini in the Company shall be credited towards this $1,000,000 threshold."


 


		3.	As of March 31, 2018, the outstanding principal amount of the Note and all accrued but unpaid
interest was $182,658.00.



 


		4.	Holder agrees not to offer for sale, issue, sell, contract to sell, pledge
or otherwise dispose of any of our common stock or securities convertible into common stock before December 31, 2019.



 


		5.	The Original Note will remain in full force and effect (and interest will
continue to accrue until the principal amount is paid in full) without modification except as modified by this Amendment. In the
event of any contradiction between the terms of this Amendment and the Original Note, the terms of this Amendment will govern.



 


IN WITNESS WHEREOF, this Amendment is executed by the Company and the Holder to be effective as of June
13th, 2018.







 


 


	COMPANY:	 	Envision Solar International, Inc.
	 	 	 
	 	 	By: /s/ Desmond Wheatley                 
	 	 	Desmond Wheatley, Chief Executive Officer
	 	 	 
	 	 	 
	HOLDER:	 	/s/ Mark Mandell                                  
	 	 	Mark Mandell
	 	 	 
	 	 	/s/ William Griffith                                
	 	 	William Griffith
	 	 	 
	 	 	/s/ Mark Mandell                                 
	 	 	Pegasus Enterprises, LP