Exhibit
10.1


SERIES
C PREFERRED STOCK PURCHASE AGREEMENT


 


This
SERIES C PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of April 13, 2020, by and between DIEGO
PELLICER WORLDWIDE, INC., a Delaware corporation, with its address at 6160 Plumas Street, Suite 100, Reno, NV 89519 (the “Company”),
and GENEVA ROTH REMARK HOLDINGS, INC., a New York corporation, with its address at 111 Great Neck Road, Suite 216, Great
Neck, NY 11021 (the “Buyer”).


 


WHEREAS:


 


A.                 
The Company and the Buyer are executing and delivering
this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated
by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the
“1933 Act”); and


 


B.                 
Buyer desires to purchase and the Company desires
to issue and sell, upon the terms and conditions set forth in this Agreement, 55,800 shares of Series C Preferred Stock of the
Company (“Series C Shares”) with the rights and preferences as set forth on the Certificate of Designation of the
Series C Preferred Stock attached hereto as Exhibit A (“Certificate of Designation”).


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Buyer severally (and not jointly) hereby agree as follows:


 


1.                  
Purchase and Sale of Series C Shares.


 


a.                  
Purchase of Series C Shares. On the Closing
Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company 55,800
Series C Shares with the rights and preferences as set forth in the Certificate of Designation.


 


b.                  
Form of Payment. On the Closing Date (as
defined below), (i) the Buyer shall pay $53,000.00 for the Series C Shares to be issued and sold to it at the Closing (as defined
below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the
Company’s written wiring instructions, against delivery of the Series C Shares, and (ii) the Company shall deliver such
duly executed and authorized Series C Shares on behalf of the Company, to the Buyer, against delivery of such Purchase Price.


 


c.                  
Closing Date. Subject to the satisfaction
(or written waiver) of the conditions set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of
the Series C Shares pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on
or about April 14, 2020, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement
(the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.


 






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2.                  
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:


 


a.                  
The Buyer has full power and authority to enter
into this Agreement, the execution and delivery of which has been duly authorized and this Agreement constitutes a valid and legally
binding obligation of the Buyer, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws
of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations
hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding
in equity or law).


b.                  
The Buyer acknowledges its understanding that
the offering and sale of the Series C Shares and the shares of common stock issuable upon conversion of the Series C Shares (such
shares of common stock being collectively referred to herein as the “Conversion Shares” and, collectively with the
Series C Shares, the “Securities”) is intended to be exempt from registration under the 1933 Act, by virtue of Rule
506(b) promulgated under the Securities Act of 1933, as amended, and the provisions of Regulation D promulgated thereunder. In
furtherance thereof, the Buyer represents and warrants to the Company and its affiliates as follows:


 


i.                    
The Buyer realizes that the basis for the exemption
from registration may not be available if, notwithstanding the Buyer’s representations contained herein, the Buyer is merely
acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does
not rise. The Buyer does not have any such intention.


 


ii.                  
The Buyer realizes that the basis for exemption
would not be available if the offering is part of a plan or scheme to evade registration provisions of the 1933 Act or any applicable
state or federal securities laws, except sales pursuant to a registration statement or sales that are exempted under the 1933
Act.


 


iii.                
The Buyer is acquiring the Securities solely
for the Buyer’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with,
any distribution of the Securities.


 


iv.                
The Buyer has the financial ability to bear the
economic risk of the Buyer’s investment, has adequate means for providing for its current needs and contingencies, and has
no need for liquidity with respect to an investment in the Company.


 


v.                  
The Buyer and the Buyer’s attorney, accountant,
purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities.
The Buyer also represents it has not been organized solely for the purpose of acquiring the Securities.


 






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vii.
The Buyer (together with its Advisors, if any) has received all documents requested by the Buyer, if any, and has carefully reviewed
them and understands the information contained therein, prior to the execution of this Agreement.


 


c.                  
The Buyer is not relying on the Company or any
of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved
in this investment. The Buyer has relied on the advice of, or has consulted with, only its Advisors.


 


d.                  
The Buyer has carefully considered the potential
risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment
that involves a high degree of risk of loss of the Buyer’s entire investment. Among other things, the Buyer has carefully
considered each of the risks described under the heading “Risk Factors” in the Company’s SEC filings.


 


e.                  
The Buyer will not sell or otherwise transfer
any Securities without registration under the 1933 Act or an exemption therefrom, and fully understands and agrees that the Buyer
must bear the economic risk of its purchase because, among other reasons, the Securities have not
been registered under the 1933 Act or under the securities laws of any state and, therefore, cannot be resold, pledged,
assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and under the applicable securities
laws of such states, or an exemption from such registration is available. In particular, the Buyer is aware that the Securities
are “restricted securities,” as such term is defined in Rule 144, and they may not be sold pursuant to Rule 144 unless
all of the conditions of Rule 144 are met. The Buyer also understands that the Company is under no obligation to register the
Securities on behalf of the Buyer. The Buyer understands that any sales or transfers of the Securities are further restricted
by state securities laws and the provisions of this Agreement.


 


f.                   
The Buyer and its Advisors, if any, have had
a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning
the offering and the business, financial condition, results of operations and prospects of the Company, and all such questions
have been answered to the full satisfaction of the Buyer and its Advisors, if any.


 


g.                   The
Buyer represents and warrants that: (i) the Buyer was contacted regarding the sale of the Securities by the Company (or an
authorized agent or representative thereof) with whom the Buyer had a prior substantial pre-existing relationship; and (ii)
no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in
connection therewith, the Buyer did not: (A) receive or review any advertisement, article, notice or other communication
published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or
generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any
general solicitation or general advertising; or (C) observe any website or filing of the Company with the SEC in which any
offering of securities by the Company was described and as a result learned of any offering of securities by the
Company.


 






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h.                  
The Buyer has taken no action that would give
rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions
contemplated hereby.


 


i.
                  
The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.


 









j.                    
Legends. The Buyer understands that until
such time as the Securities have been registered under the 1933 Act or may be sold pursuant to an applicable exemption from registration,
the Securities shall bear a restrictive legend in substantially the following form:


 


"THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED
UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION
ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED
OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS."


 


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security
upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for
sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from
registration without any restriction as to the number of securities as of a particular date that can then be immediately sold,
or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel
in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under
the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell
all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable
prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the
Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline
(as defined in the Certificate of Designation), it will be considered an Event of Default (as defined in the Certificate of Designation).


 


3.                  
Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:






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a.                  
Organization and Qualification. The Company
and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease,
use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. “Subsidiaries”
means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly,
any equity or other ownership interest.


 


b.                   Authorization;
Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement and
to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms
hereof and thereof, (ii) the execution and delivery of this Agreement by the Company and the consummation by it of the
transactions contemplated hereby and thereby (including without limitation, the issuance of the Series C Shares and the
issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly
authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of
Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its
authorized representative, and such authorized representative is the true and official representative with authority to sign
this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this
Agreement constitutes, and upon execution and delivery by the Company of the Series C Shares, each of such instruments will
constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms
except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application
relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder
are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in
equity or law).


 


c.                  
Capitalization. As of the date hereof,
the authorized common stock of the Company consists of 840,000,000 authorized shares of common stock, $0.000001 par value per
share, of which 127,693,963 shares are issued and outstanding and 5,000,000 shares of preferred stock,


$0.000001
par value per, of which no shares are outstanding. On or prior to the Closing Date, the Certificate of Designation shall be filed
with the Delaware Secretary of State authorizing 1,500,000 Series C Shares. All of such outstanding shares of capital stock are
duly authorized, validly issued, fully paid and non-assessable.


 


d.                  
Issuance of Securities. The Securities
upon issuance will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with
respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company
and will not impose personal liability upon the holder thereof.


 






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e.                   No
Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities and
reservation for issuance of the Conversion Shares) will not (i) conflict with or
result in a violation of any provision of the Articles of Incorporation, as amended or By-laws, or (ii) violate or conflict
with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or
both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of,
any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or
(iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities
laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject)
applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its
Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect (as defined
herein)). The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so
long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity.
“Material Adverse Effect” means any material adverse effect on the business, operations, assets or financial
condition of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the
agreements or instruments to be entered into in connection herewith.


 


f.                   
SEC Documents; Financial Statements. The
Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant
to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing
filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents
(other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC
Documents”). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents, except
for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendments, the
SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC
promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC,
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 light of the circumstances under which they were made, not misleading. None of the
statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for
such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or
if amended, as of the dates of the amendments, the financial statements of the Company included in the SEC Documents complied
as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC
with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting
principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial
position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations
and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
The Company is subject to the reporting requirements of the 1934 Act.


 



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g.                  
Absence of Certain Changes. Since September
30, 2019, except as set forth in the SEC Documents, there has been no material adverse change and no material adverse development
in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act
reporting status of the Company or any of its Subsidiaries.


 


h.                  
Absence of Litigation. Except as set forth
in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such,
that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might
give rise to any of the foregoing.


 


i.                    
No Integrated Offering. 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 in
any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act
of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other
issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable
to the Company or its securities.


 


j.                    
No Investment Company. The Company is
not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company”
required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled
by an Investment Company.


 


		4.	COVENANTS.



 


a.                  
Best Efforts. The Company shall use its
commercially reasonable efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.


 


b.                  
Form D; Blue Sky Laws. The Company agrees
to timely make any filings required by federal and state laws as a result of the closing of the transactions contemplated by this
Agreement.


 


c.                  
Use of Proceeds. The Company shall use
the proceeds for general working capital purposes.


 


d.                  
Expenses. At the Closing, the Company’s
obligation with respect to the transactions contemplated by this Agreement is to reimburse Buyer’s expenses for Buyer’s
legal fees and due diligence fee in an amount not to exceed $3,000.


 



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e.                  
Corporate Existence. So long as the Buyer
beneficially owns any Series C Shares, the Company shall maintain its corporate existence and shall not sell all or substantially
all of the Company’s assets, except with the prior written consent of the Buyer.


 


f.                   
Breach of Covenants. If the Company breaches
any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this
Agreement, it will be considered an event of default under the Certificate of Designation.


 


g.                  
Failure to Comply with the 1934 Act. So
long as the Buyer beneficially owns any Series C Shares, the Company shall comply with the reporting requirements of the 1934
Act and the Company shall continue to be subject to the reporting requirements of the 1934 Act; any breach of the foregoing shall
be considered an event of default under the Certificate of Designation.


 


h.                  
Trading Activities. Neither the Buyer
nor its affiliates has an open short position in the common stock of the Company and the Buyer agrees that it shall not, and that
it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of
the Company.


 


5.                   Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates,
registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time
by the Buyer to the Company upon conversion of the Series C Shares in accordance with the terms of the Certificate of
Designation (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace
its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable
Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the
provision to irrevocably reserve shares of common stock in the Reserved Amount (as defined in the Certificate of Designation)
signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the
1933 Act or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such
certificates shall bear the restrictive legend specified in Section 2(j) of this Agreement. The Company warrants that: (i) no
instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the
Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the
Company as and to the extent provided in this Agreement and the Certificate of Designation; (ii) it will not direct its
transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically
or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise
pursuant to the Certificate of Designation or this Agreement as and when required by thereby; and (iii) it will not fail to remove
(or direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from removing) any restrictive
legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued
to the Buyer upon conversion of the Series C Shares of or otherwise pursuant to the Certificate of Designation or this
Agreement as and when required thereby. If the Buyer provides the Company and the Company’s transfer, at the cost of
the Buyer, with an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the
effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act, the Company
shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or
more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The
Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating
the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened
breach by the Company of the provisions of this Section 5, that the Buyer shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of
showing economic loss and without any bond or other security being required.


 






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6.                  
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Series
C Shares to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions
thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time
in its sole discretion:


 


a.                  
The Buyer shall have executed this Agreement
and delivered the same to


the
Company.


 


b. .                  
The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above. 





c.                  
The representations and warranties of the Buyer
shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that
time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied
and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by the Buyer at or prior to the Closing Date.


 


d.                  
No litigation, statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby
which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


7.                  
Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Series C
Shares at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided
that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:


 


a.                  
The Company shall have executed this Agreement
and delivered the


same
to the Buyer.


 



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b.                  
The Company shall have delivered to the Buyer
the Series C Shares by way of book entry as confirmed by the Company’s transfer agent in accordance with Section 1(b) above.


 


c.                  
The Irrevocable Transfer Agent Instructions,
in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s
Transfer Agent.


 


d.                  
The representations and warranties of the Company
shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such
time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied
and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates,
executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other
matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Board of Directors’
resolutions relating to the transactions contemplated hereby.


 


e.                  
No litigation, statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby
which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


f.                   
No event shall have occurred which could reasonably
be expected to have a Material Adverse Effect on the Company including, but not limited, to a change in the 1934 Act reporting
status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.


 


g.                  
The Company’s transfer agent shall be engaged
to act as the transfer agent for the Series C Preferred Shares.


 


h.                  
The Certificate of Designation shall be properly
authorized and filed with the Secretary of State of the State of Delaware and declared effective.


 


i.                    
The Company shall file a Form 8A with the SEC
prior to the consummation of the transactions contemplated by this Agreement.


 


 


		8.	Governing
                                         Law; Miscellaneous.



 


a.                   Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the
Eastern District of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue
of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum
non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the
other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other
agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service
of process and consents to process being served in any suit, action or proceeding in connection with this Agreement, the
Series C Shares, the Certificate of Designation or any related document or agreement by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it
under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by
law.


 






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b.                  
Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party.


 


c.                  
Headings. The headings of this Agreement
are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.


 


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


 


e.                  
Entire Agreement; Amendments. This Agreement
and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein
and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other
than by an instrument in writing signed by the parties hereto.


 


f.                    Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or
certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, email, or facsimile, addressed as set forth below or to such other address as
such party shall have specified most recently by written notice. Any notice or other communication required or permitted to
be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation
generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day
during normal business hours where such notice is to be received), or the first (1st) business day following such delivery
(if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the
second (2nd) business day following the date of mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be as set
forth in the heading of this Agreement with a copy by fax only to (which copy shall not constitute notice) to Naidich Wurman
LLP, 111 Great Neck Road, Suite 214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail:
allison@nwlaw.com. Each party shall provide notice to the other party of any change in address.


 






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g.                  
Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer
shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other.


 


h.                  
Survival and Indemnification. The representations
and warranties and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding
any due diligence investigation conducted by or on behalf of the either party. The Company
agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising
as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants
set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as
they are incurred. The Buyer agrees to indemnify and hold harmless the Company and all their officers, directors, employees and
agents for loss or damage arising as a result of or related to any breach or alleged breach by the Buyer of any of its representations,
warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement
of expenses as they are incurred.


 


i.                    
Further Assurances. Each party shall do
and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


j.                    
No Strict Construction. The language used
in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party.


 


k.                   Remedies.
Each party acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the other party by
vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, each party acknowledges that the remedy
at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or
threatened breach by the other party of the provisions of this Agreement, that the non-breaching party shall be entitled, in
addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an
injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the
terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being
required.






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IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above
written.


 


DIEGO
PELLICER WORLDWIDE, INC.


 


By:
/s/ Christopher D. Strachan


Name: Christopher D. Strachan


	Title:Chief
    Financial Officer	 
	 

        GENEVA
        ROTH REMARK HOLDINGS, INC.

	By:/s/
        Curt Kramer

        Name:
        Curt Kramer

        Title:
        President

        111
        Great Neck Road, Suite 216 Great Neck, NY 11021

	 

        AGGREGATE
        SUBSCRIPTION AMOUNT:

	Number
    of Series C Preferred Shares purchased	55,800
	Aggregate
    Purchase Price:	$53,000.00


 






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