Exhibit 10.1


 


EQUITY PURCHASE AGREEMENT


 


THIS EQUITY PURCHASE AGREEMENT
entered into as of the 11th day of December, 2015 (this "AGREEMENT"), by and between
KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company ("INVESTOR"), and ZONZIA MEDIA, INC., a Nevada corporation
(the "COMPANY").


 


WHEREAS, the parties
desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to Investor, from
time to time as provided herein, and Investor shall purchase up to Two Million Dollars ($2,000,000) of the Company’s Common
Stock (as defined below); and


 


NOW, THEREFORE, the parties hereto agree as
follows:


 


ARTICLE I


CERTAIN DEFINITIONS


 


Section
1.1DEFINED TERMS as used in this Agreement, the following terms shall have the following meanings specified or indicated (such
meanings to be equally applicable to both the singular and plural forms of the terms defined)


 


"AGREEMENT" shall have the meaning
specified in the preamble hereof.


 


"BY-LAWS" shall have the meaning specified in Section 4.7.


 


"CLAIM NOTICE" shall have the meaning
specified in Section 9.3(a).


 


“CLEARING DATE”
shall be the date in which the Put Shares have been deposited into the Investor’s brokerage account.


 


"CLOSING" shall
mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.


 


"CLOSING CERTIFICATE" shall mean
the closing certificate of the Company in the form


of Exhibit B hereto.


 


"CLOSING
PRICE" shall mean the closing bid price for the Company’s common stock on the Principal Market on a Trading Day as reported
by Bloomberg Finance L.P.


 


"COMMITMENT
PERIOD" shall mean the period commencing on the Execution Date, and ending on the date on which Investor shall have purchased
Put Shares pursuant to this Agreement for an aggregate Purchase Price of the Maximum Commitment Amount or December 31, 2016.


 


"COMMON
STOCK" shall mean the Company's common stock, $0.001 par value per share, and any shares of any other class of common stock
whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and
assets (upon liquidation of the Company).


 


"COMPANY" shall have the meaning
specified in the preamble to this Agreement.


 


“CONVERTIBLE NOTE” shall have the
meaning as further described and specified in


Section 2.1.(b).


 


"DAMAGES"
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys' fees and
disbursements and costs and expenses of expert witnesses and investigation).


 


"DISPUTE PERIOD" shall have the
meaning specified in Section 9.3(a).


 


"DTC" shall have the meaning specified in Section 2.3.


 






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"DWAC" shall have the meaning specified
in Section 2.3.


 


"EXCHANGE
ACT" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.


 


“EXCHANGE CAP” shall have the
meaning set forth in Section 7.1(c).


 


"EXECUTION DATE" shall mean the date that of the Agreement.


 


"FAST" shall
have the meaning specified in Section 2.3.


 


"FINRA" shall mean the Financial
Industry Regulatory Authority, Inc.


 


"INVESTMENT
AMOUNT" shall mean the Put Shares referenced in the Put Notice multiplied by the Purchase Price.


 


"INDEMNIFIED PARTY" shall
have the meaning specified in Section 9.3(a).


 


"INDEMNIFYING PARTY" shall have the meaning specified in Section
9.3(a).


 


"INDEMNITY NOTICE" shall have the meaning specified in Section 9.3(b).


 


"INVESTOR" shall have the
meaning specified in the preamble to this Agreement.


 


"LEGEND" shall have the meaning specified in Section 8.1.


 


"MARKET
PRICE" shall mean the lowest closing bid price on the Principal Market for any Trading Day during the Valuation Period, as
reported by Bloomberg Finance L.P.


 


"MATERIAL
ADVERSE EFFECT" shall mean any effect on the business, operations, properties, or financial condition of the Company that
is material and adverse to the Company and/or any condition, circumstance, or situation that would prohibit or otherwise materially
interfere with the ability of the Company to enter into and perform its obligations under any of this Agreement.


 


"MAXIMUM COMMITMENT AMOUNT"
shall mean Two Million Dollars ($2,000,000).


 


"PERSON" shall mean an individual, a corporation, a partnership, an
association, a trust or other entity or organization, including a government or political subdivision or an agency or
instrumentality thereof.


 


"PRINCIPAL
MARKET" shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, Nasdaq), or principal quotation systems (i.e. OTCQX,
OTCQB, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time the principal trading
platform or market for the Common Stock.


 


"PURCHASE
PRICE" shall mean 70% of the Market Price on such date on which the Purchase Price is calculated in accordance with the terms
and conditions of this Agreement.


 


"PUT"
shall mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions
of this Agreement.


 


"PUT
DATE" shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section 2.2(b).


 


 


 






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"PUT
NOTICE" shall mean a written notice, substantially in the form of Exhibit A hereto, to Investor setting forth the Put Shares
with respect to which the Company intends to require Investor to purchase pursuant to the terms of this Agreement.


 


"PUT
SHARES" shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put
Notice in accordance with the terms and conditions of this Agreement.


 


"REGISTERED
SECURITIES" shall mean the (a) Put Shares, (b) Commitment Note and (c) any securities issued or issuable with respect to any
of the foregoing by way of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization or otherwise. As to any particular Registered Securities, once issued such securities
shall cease to be Registrable Securities when (i) a Registration Statement has been declared effective by the SEC and such Registrable
Securities have been disposed of pursuant to a Registration Statement, (ii) such Registrable Securities have been sold under circumstances
under which all of the applicable conditions of Rule 144 are met, (iii) such time as such Registrable Securities have been otherwise
transferred to holders who may trade such shares without restriction under the Securities Act or (iv) in the opinion of counsel
to the Company, which counsel shall be reasonably acceptable to Investor, such Registrable Securities may be sold without registration
under the Securities Act or the need for an exemption from any such registration requirements and without any time, volume or manner
limitations pursuant to Rule 144(b)(i) (or any similar provision then in effect) under the Securities Act.


 


"REGISTRATION
STATEMENT" shall mean the Company’s effective registration statement on file with the SEC, and any follow up registration
statement or amendment thereto.


 


"REGULATION D" shall mean Regulation
D promulgated under the Securities Act.


 


"RULE 144"
shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.


 


"SEC" shall mean the United States
Securities and Exchange Commission.


 


"SECURITIES ACT" shall have the meaning specified in the recitals of this Agreement.


 


"SEC DOCUMENTS"
shall mean, as of a particular date, all reports and other documents filed by the Company pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the Company's then most recently completed and reported fiscal year as of the time in question
(provided that if the date in question is within ninety days of the beginning of the Company's fiscal year, the term shall include
all documents filed since the beginning of the preceding fiscal year).


 


“SHORT
SALES” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


 


"SUBSCRIPTION
DATE" shall mean the date on which this Agreement is executed and delivered by the Company and Investor.


 


"THIRD PARTY CLAIM" shall have the
meaning specified in Section 9.3(a).


 


“TRADING DAY” shall mean a day
on which the Principal Market shall be open for


business.


 


“TRANSACTION DOCUMENTS” shall mean
this Agreement and the Registration Rights


Agreement.


 


"TRANSFER
AGENT" shall mean the transfer agent for the Common Stock (and to any substitute or replacement transfer agent for the Common
Stock upon the Company's appointment of any such substitute or replacement transfer agent).


 






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"UNDERWRITER"
shall mean any underwriter participating in any disposition of the Registered Securities on behalf of Investor pursuant to the
Registration Statement.


 


"VALUATION
PERIOD" shall mean the period of five (5) Trading Days immediately following the Clearing Date associated with the applicable
Put Notice during which the Purchase Price of the Common Stock is valued. Investor shall notify the Company in writing of the occurrence
of the Clearing Date associated with a Put Notice. The Valuation Period shall begin the first Trading Day following such written
notice from Investor.


 


ARTICLE II


PURCHASE AND SALE OF
COMMON STOCK


 


		Section 2.1	INVESTMENTS.



 


(a)             
PUTS. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), on any Put
Date the Company may exercise a Put by the delivery of a Put Notice.


 


(b)           
COMMITMENT NOTE. As a condition for the execution of this Agreement by the Investor, the Company shall issue to the Investor a
convertible note in the principal amount equal to $120,000.00 (the “Note”) on the Subscription Date. During the first
180 days of the Convertible Note is in effect, the Company shall have the option to redeem this Convertible Note and pay the Investor
150% of the unpaid principal and accrued interest amount due under this Convertible Note, in full. The redemption must be be closed
and paid within 3 business days of the Company sending the Investor a notice of redemption of the Convertible Note.


 





	 	Section 2.2	MECHANICS.






 


(a)                    
PUT NOTICE. At any time and from time to time during the Commitment Period, the Company may deliver a Put Notice to Investor, subject
to the conditions set forth in Section 7.2. On the Put Date the Company shall deliver to Investor’s brokerage account the
Put Shares referenced in the Put Notice.


 


(b)                    
DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by email by Investor
if such notice is received on or prior to 09:00 New York time, or (ii) the immediately succeeding Trading Day if it is received
by email after 09:00 New York time on a Trading Day or at any time on a day which is not a Trading Day. The Valuation Period will
commence on the Clearing Date.


 





Section 2.3            CLOSINGS. At the end of the Valuation Period the Purchase Price shall be established; if the value of the Put Shares


initially delivered to Investor is greater than the Maximum Commitment Amount then immediately after the Valuation Period the Investor shall deliver to Company the Put Shares surplus associated with such Put. The Closing of a Put shall occur upon the first Trading Day following the completion of the Valuation Period, whereby Investor shall deliver the Investment Amount, by wire transfer of immediately available funds to an account designated by the Company. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.




 





 


ARTICLE III


REPRESENTATIONS AND WARRANTIES
OF INVESTOR


 


Investor represents and warrants to the Company
that:


 


Section
3.1           INTENT. Investor is entering into this Agreement for its own account and Investor has no present arrangement (whether or
not legally binding) at any time to sell the Registered Securities to or through any person or entity; provided, however, that
Investor reserves the right to dispose of the Registered Securities at any time in accordance with federal and state securities
laws applicable to such disposition.


 






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Section
3.2           NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and
the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying
solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or
agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or
the securities laws of any jurisdiction.


 


Section
3.3           SOPHISTICATED INVESTOR. Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an
accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters
that it is capable of evaluating the merits and risks of an investment in the Registered Securities. Investor acknowledges that
an investment in the Registered Securities is speculative and involves a high degree of risk.


 


Section
3.4           AUTHORITY. (a) Investor has the requisite power and authority to enter into and perform its obligations under this Agreement
and the transactions contemplated hereby in accordance with its terms; (b) the execution and delivery of this Agreement
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
and no further consent or authorization of Investor or its partners is required; and (c) this Agreement has been duly authorized
and validly executed and delivered by Investor and constitutes a valid and binding obligation of Investor enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally
the enforcement of, creditors' rights and remedies or by other equitable principles of general application.


 


Section
3.5           NOT AN AFFILIATE. Investor is not an officer, director or "affiliate" (as that term is defined in Rule 405 of
the Securities Act) of the Company.


 


Section
3.6           ORGANIZATION AND STANDING. Investor is a limited liability company duly organized, validly existing and in good standing under
the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry
on its business as now being conducted. Investor is duly qualified and in good standing in every jurisdiction in which the nature
of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so
to qualify would not have a material adverse effect on Investor.


 


Section
3.7           ABSENCE OF CONFLICTS. The execution and delivery of this Agreement and any other document or instrument contemplated hereby,
and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof,
will not (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor, (b) violate
any provision of any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any
of its assets is bound, or conflict with or constitute a material default thereunder, (c) result in the creation or imposition
of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty
owed by Investor to any third party, or (d) require the approval of any third-party (that has not been obtained) pursuant to any
material contract, instrument, agreement, relationship or legal obligation to which Investor is subject or to which any of its
assets, operations or management may be subject.


 


Section
3.8           DISCLOSURE; ACCESS TO INFORMATION. Investor had an opportunity to review copies of the SEC Documents filed on behalf of
the Company and has had access to all publicly available information with respect to the Company.


 


Section 3.9           MANNER
OF SALE. At no time was Investor presented with or solicited by or through any leaflet, public promotional meeting, television
advertisement or any other form of general solicitation or advertising.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES OF THE
COMPANY


 


The Company represents and warrants to Investor
that, except as disclosed in the SEC Documents:


 


 


 


 


 






    	 	5	 



     


    

 


Section 4.1           ORGANIZATION
OF THE COMPANY. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State
of Nevada and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now
being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction
in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which
the failure so to qualify would not have a Material Adverse Effect.


 


Section
4.2           AUTHORITY. (a) The Company has the requisite corporate power and authority to enter into and perform its obligations under
this Agreement and to issue the Put Shares; (b) the execution and delivery of this Agreement by the Company and the consummation
by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further
consent or authorization of the Company or its Board of Directors or stockholders is required; and (c) each of this Agreement and
has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles
of general application.


 


Section
4.3           CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of 2,000,000,000 shares of Common
Stock, $0.001 par value per share, of which approximately 230,000,000 shares were issued and outstanding as of September 30, 2015.
There is a total of six convertible promissory notes exercisable into common stock as disclosed in the Company’s recent 10Q
filing. Also, there are warrants and options convertible into common stock as detailed and outline in the Company’s recent
10Q filing. All of the outstanding shares of Common Stock of the Company have been duly and validly authorized and issued and are
fully paid and non-assessable.


 


Section
4.4           COMMON STOCK. To the best of its knowledge, the Company is in full compliance with all reporting requirements of the Exchange
Act, and the Company has maintained all requirements for the continued listing or quotation of the Common Stock, and such Common
Stock is currently listed or quoted on the Principal Market which is presently the OTCQB.


 


Section
4.5           SEC DOCUMENTS. The Company may make available to Investor true and complete copies of the SEC Documents (including, without
limitation, proxy information and solicitation materials). To the Company’s knowledge, the Company has not provided to Investor
any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof
by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects
with the requirements of the Exchange Act, and other federal laws, rules and regulations applicable to such SEC Documents, and
none of the SEC Documents 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. The financial statements of the Company included in the SEC Documents comply as to form and substance in all material
respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and
regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial
statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes
or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as
of 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 year-end audit adjustments).


 


Section
4.6           VALID ISSUANCES. When issued and paid for as herein provided, the Put Shares shall be duly and validly issued, fully paid,
and non-assessable. The sales of the Put Shares pursuant to this Agreement, and the Company's performance of its obligations hereunder,
shall not (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, or
any of the assets of the Company, or (b) entitle the holders of outstanding shares of Common Stock to preemptive or other rights
to subscribe to or acquire the Common Stock or other securities of the Company. The Put Shares shall not subject Investor to personal
liability, in excess of the subscription price by reason of the ownership thereof.


 


 


 


 


 






    	 	6	 



     


    

 


Section
4.7           NO CONFLICTS. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company
of the transactions contemplated hereby, including without limitation the issuance of the Put Shares, do not and will not (a) result
in a violation of the Company’s Articles of Incorporation or By-Laws or (b) conflict with, or constitute a material default
(or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any material agreement, indenture, instrument or any "lock-up"
or similar provision of any underwriting or similar agreement to which the Company is a party, or (c) result in a violation of
any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations)
applicable to the Company or by which any property or asset of the Company 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) nor is the Company otherwise in violation of, conflict with or in default under any of the foregoing. The business
of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible
violations that either singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required
under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement
or issue and sell the Common Stock in accordance with the terms hereof (other than any SEC, FINRA or state securities filings that
may be required to be made by the Company subsequent to any Closing, any registration statement that may be filed pursuant hereto);
provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy
of the relevant representations and agreements of Investor herein.


 


Section
4.8           NO MATERIAL ADVERSE CHANGE. Since December 31, 2014 no event has occurred that would have a Material Adverse Effect on the
Company that has not been disclosed in subsequent SEC filings.


 


Section
4.9           LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the Company’s SEC filings, there are no lawsuits or proceedings
pending or to the knowledge of the Company threatened, against the Company, nor has the Company received any written or oral notice
of any such action, suit, proceeding or investigation, which would have a Material Adverse Effect except for a dispute on a vendor
accounts payable in the amount of approximately $131,000 for which the vendor has sued the company for the open balance, and for
which the Company believes has been amicably settled.. No judgment, order, writ, injunction or decree or award has been issued
by or, so far as is known by the Company, requested of any court, arbitrator or governmental agency which would have a Material
Adverse Effect.


 


Section
4.10           DILUTION. The number of shares of Common Stock issuable as Put Shares may increase substantially in certain circumstances,
including, but not necessarily limited to, the circumstance wherein the trading price of the Common Stock declines during the period
between the Execution Date and the end of the Commitment Period. The Company’s executive officers and directors have studied
and fully understand the nature of the transactions contemplated by this Agreement and recognize that they have a potential dilutive
effect. The board of directors of the Company has concluded in its good faith business judgment that such issuance is in the best
interests of the Company. The Company specifically acknowledges that its obligation to issue the Put Shares is binding upon the
Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the
Company.


 


ARTICLE V


COVENANTS
OF INVESTOR


 


Section
5.1           COMPLIANCE WITH LAW; TRADING IN SECURITIES. Investor's trading activities with respect to shares of the Common Stock will
be in compliance with all applicable state and federal securities laws, rules and regulations and the rules and regulations of
FINRA and the Principal Market on which the Common Stock is listed or quoted.


 


Section
5.2           SHORT SALES AND CONFIDENTIALITY. Neither Investor nor any affiliate of the Investor acting on its behalf or pursuant to
any understanding with it will execute any Short Sales during the period from the date hereof to the end of the Commitment Period.
For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Put Notice of such number of shares
of Common Stock reasonably expected to be purchased under a Put Notice shall not be deemed a Short Sale.


 


 


 






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Other than to other Persons
party to this Agreement, Investor has maintained the confidentiality of all disclosures made to it in connection with this transaction
(including the existence and terms of this transaction).


 


ARTICLE VI


COVENANTS
OF THE COMPANY


 


Section
6.1           RESERVATION OF COMMON STOCK. The Company will, from time to time as needed in advance of a Closing Date, reserve and keep
available until the consummation of such Closing, free of preemptive rights sufficient shares of Common Stock for the purpose of
enabling the Company to satisfy its obligation to issue the Put Shares to be issued in connection therewith. The number of shares
so reserved from time to time, as theretofore increased or reduced as hereinafter provided, may be reduced by the number of shares
actually delivered hereunder.


 


Section
6.2           LISTING OF COMMON STOCK. If the Company applies to have the Common Stock traded on any other Principal Market, it shall
include in such application the Put Shares, and shall take such other action as is necessary or desirable in the reasonable opinion
of Investor to cause the Common Stock to be listed on such other Principal Market as promptly as possible. The Company shall use
its commercially reasonable efforts to continue the listing and trading of the Common Stock on the Principal Market (including,
without limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company's reporting, filing
and other obligations under the bylaws or rules of the FINRA and the Principal Market.


 


Section
6.3           CERTAIN AGREEMENTS. So long as this Agreement remains in effect, the Company covenants and agrees that it will not, without
the prior written consent of the Investor, enter into any other equity line of credit agreement with a third party during the Commitment
Period having terms and conditions substantially comparable to this Agreement. For the avoidance of doubt, nothing contained in
the Transaction Documents shall restrict, or require the Investor's consent for, any agreement providing for the issuance or distribution
of (or the issuance or distribution of) any equity securities pursuant to any agreement or arrangement that is not commonly understood
to be an "equity line of credit."


 


ARTICLE VII


CONDITIONS
TO DELIVERY OF


PUT NOTICES AND CONDITIONS TO CLOSING


 


Section 7.1           CONDITIONS PRECEDENT TO THE
OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK. The obligation hereunder of the Company to issue and sell the Put
Shares to Investor is subject to the satisfaction of each of the conditions set forth below.


 


(a)              
ACCURACY OF INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of Investor shall be true and correct
in all material respects as of the date of this Agreement and as of the date of each such Closing as though made at each such time.


 


(b)             
PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by Investor at or prior to such Closing.


 


(c)             
PRINCIPAL MARKET REGULATION. The Company shall not issue any Put Shares, and the Investor shall not have the right to receive any
Put Shares, if the issuance of such shares would exceed the aggregate number of shares of Common Stock which the Company may issue
without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”).


 


Section
7.2           CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO DELIVER A PUT NOTICE AND THE OBLIGATION OF INVESTOR TO PURCHASE
PUT SHARES. The right of the Company to deliver a Put Notice and the obligation of Investor hereunder to acquire and pay for
the Put Shares is subject to the satisfaction of each of the following conditions:


 


 


 






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(a)             
EFFECTIVE REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain effective for
the sale by Investor of the Registered Securities subject to such Put Notice, and (i) neither the Company nor Investor shall have
received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the
SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or
intends or has threatened to do so and (ii) no other suspension of the use or withdrawal of the effectiveness of such Registration
Statement or related prospectus shall exist.


 


(b)             
ACCURACY OF THE COMPANY'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company, to the best of its
knowledge, shall be true and correct in all material respects (except for representations and warranties specifically made as of
a particular date), except for any conditions which have temporarily caused any representations or warranties herein to be incorrect
and which have been corrected with no continuing impairment to the Company or Investor.


 


(c)             
PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.


 


(d)             
NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely
affects any of the transactions contemplated by this Agreement, and no proceeding shall have been commenced that may have the effect
of prohibiting or materially adversely affecting any of the transactions contemplated by this Agreement.


 


(e)             
ADVERSE CHANGES. Since the date of filing of the Company's most recent SEC Document, no event that had or is reasonably likely
to have a Material Adverse Effect has occurred.


 


(f)             
NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended by the
SEC, the Principal Market or the FINRA and the Common Stock shall have been approved for listing or quotation on and shall not
have been delisted from the Principal Market.


 


(g)             
TEN PERCENT LIMITATION. On each Closing Date, the number of Put Shares then to be purchased by Investor shall not exceed the number
of such shares that, when aggregated with all other shares of Common Stock then owned by Investor beneficially or deemed beneficially
owned by Investor, would result in Investor owning more than 9.99% of all of such Common Stock as would be outstanding on such
Closing Date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes
of this Section, in the event that the amount of Common Stock outstanding as determined in accordance with Section 16 of the Exchange
Act and the regulations promulgated thereunder is greater on a Closing Date than on the date upon which the Put Notice associated
with such Closing Date is given, the amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining
whether Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than 9.99% of
the Common Stock following such Closing Date.


 


(h)             
PRINCIPAL MARKET REGULATION. The Company shall not issue any Put Shares, and the Investor shall not have the right to receive any
Put Shares, if the issuance of such shares would exceed the Exchange Cap.


 


(i)             
NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing such Registration
Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading
Days following the Trading Day on which such Put Notice is deemed delivered).


 


 


 


 


 






    	 	9	 



     


    

 


(j)             
NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of shares of Common Stock with respect to the applicable Closing,
if any, shall not violate the shareholder approval requirements of the Principal Market.


 


(k)           
OTHER. On the date of delivery of each Put Notice, Investor shall have received a certificate in substantially the form and substance
of Exhibit B hereto, executed by an executive officer of the Company and to the effect that all the conditions to such Closing
shall have been satisfied as at the date of each such certificate.


 


ARTICLE VIII


LEGENDS


 


Section
8.1           NO STOCK LEGEND OR STOCK TRANSFER RESTRICTIONS. No legend shall be placed on the share certificates representing the Put Shares.


 


Section
8.2           INVESTOR'S COMPLIANCE. Nothing in this Article VIII shall affect in any way Investor's obligations under any agreement to comply
with all applicable securities laws upon the sale of the Common Stock.


 


ARTICLE IX


NOTICES;
INDEMNIFICATION


 


Section
9.1           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 (a) personally served, (b) deposited in the mail, registered or
certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or
(d) transmitted by hand delivery, telegram, or email as a PDF, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice given in accordance herewith. Any notice or other communication required
or permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by email at the address designated
below (if delivered on a business day during normal business hours where such notice is to be received), or the first 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 (ii) on the second business day following the date of mailing by express courier service or on the fifth business
day after deposited in the mail, in each case, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur.


 


The addresses for such communications
shall be: If to the Company:


 


Zonzia Media, Inc.


74 N. Pecos Rd. Suite D


Henderson, NV 89052


jadair@zonzia.com


 


If to the Investor:


Kodiak Capital Group, LLC


260 Newport Center
Drive


Newport Beach, CA 92660


ryan@kodiakfunds.com


 


Either party hereto may from time to time change
its address or email for notices under this Section 9.1 by giving at least ten (10) days' prior written notice of such changed
address to the other party hereto.


 


 


 


 


 






    	 	10	 



     


    

 


Section
9.2           INDEMNIFICATION. Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other
party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls
such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified
Party”) from and against any Damages, joint or several, and any action in respect thereof to which the Indemnified
Party becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation, breach of warranty or
nonfulfillment of or failure to perform any covenant or agreement on the part of Indemnifying Party contained in this
Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement
or any post-effective amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or
alleged untrue statement of a material fact contained in any preliminary prospectus or contained in the final prospectus (as
amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or
alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the
circumstances under which the statements therein were made, not misleading, or (iv) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act,
the Exchange Act or any state securities law, as such Damages are incurred, except to the extent such Damages result
primarily from Indemnified Party's failure to perform any covenant or agreement contained in this Agreement or Indemnified
Party's negligence, recklessness or bad faith in performing its obligations under this Agreement; provided, however, that the
foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent,
arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made by an
Indemnifying Party in reliance upon and in conformity with written information furnished to the Indemnifying Party by the
Indemnified Party expressly for use in the Registration Statement, any post-effective amendment thereof or supplement
thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).


 


Section 9.3           METHOD OF ASSERTING INDEMNIFICATION
CLAIMS. All claims for indemnification by any Indemnified Party (as defined below) under Section 9.2 shall be asserted and resolved
as follows:


 


(a)             
In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against
or sought to be collected from such Indemnified Party by a person other than a party hereto or an affiliate thereof (a "THIRD
PARTY CLAIM"), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any,
and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party's claim for indemnification that
is being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a "CLAIM NOTICE") with reasonable
promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after
the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the
Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party's ability to defend has been
prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable
within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity
Notice (as defined below) (the "DISPUTE PERIOD") whether the Indemnifying Party disputes its liability or the amount
of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense,
to defend the Indemnified Party against such Third Party Claim.


 


(i)             
If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend
the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall
have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying
Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by
the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the
consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary
damages or that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full
pursuant to Section 9.2). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise
or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party,
at any time prior to the Indemnifying Party's delivery of the notice referred to in the first sentence of this clause (i), file
any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or
appropriate to protect its interests; and provided further, that if requested by the Indemnifying Party, the Indemnified Party
will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting
any


Third Party Claim that the
Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any
Third Party Claim controlled by the Indemnifying Party pursuant to this clause (i), and except as provided in the preceding sentence,
the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing,
the Indemnified Party may takeover the control of the defense or settlement of a Third Party Claim at any time if it irrevocably
waives its right to indemnity under Section 9.2 with respect to such Third Party Claim.


 






    	 	11	 



     


    

 


(ii)            
If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to
defend the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute
vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within
the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying
Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in
a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying
Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings,
including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying
Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and
its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions
of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying
Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third Party
Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying
Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this clause


(ii) 
or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse
the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such
litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified
Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.


 


(iii)           
If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability
to the Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within
the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party
with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability
of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified
Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such
claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute;
provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party
shall be entitled to institute such legal action as it deems appropriate.


 


(b)             
In the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve a
Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying
the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount,
determined in good faith, of such claim (an "INDEMNITY NOTICE") with reasonable promptness to the Indemnifying Party.
The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party's rights hereunder except to the
extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies
the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails
to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the
claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a
liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified
Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such
claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute;
provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall
be entitled to institute such legal action as it deems appropriate.


 


 


 


 


 






    	 	12	 



     


    

 


(c)             
The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for
any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such
Claim.


 


(d)             
The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified
Party against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 


ARTICLE
X


MISCELLANEOUS


 


Section
10.1           GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State
of California without regard to the principles of conflicts of law. Each of the Company and Investor hereby submit to the exclusive
jurisdiction of the United States Federal and state courts located in Orange County, California with respect to any dispute arising
under this Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby or thereby.


 


Section
10.2           JURY TRIAL WAIVER. The Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim brought
by either of the parties hereto against the other in respect of any matter arising out of or in connection with the Transaction
Documents.


 


Section
10.3           ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Company and Investor and their respective
successors. Neither this Agreement nor any rights of Investor or the Company hereunder may be assigned by either party to any other
person.


 


Section
10.4           THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and Investor and their respective successors,
and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


Section 10.5           TERMINATION.
The Company may terminate this Agreement at any time by written notice to the Investor. Additionally, this Agreement shall terminate
at the end of Commitment Period or as otherwise provided herein; provided, however, that the provisions of Articles IX, and Sections
10.1 and 10.2 shall survive the termination of this Agreement for a period of twenty four (24) months.


 


Section
10.6           ENTIRE AGREEMENT, AMENDMENT; NO WAIVER. This Agreement and the instruments referenced herein contain the entire understanding
of the Company and Investor with respect to the matters covered herein and therein and, except as specifically set forth herein
or therein, neither the Company nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters.
This Agreement may not be amended.


 


Section
10.7           FEES AND EXPENSES. The Company agrees to pay its own expenses in connection with the preparation of this Agreement and performance
of its obligations hereunder. The Company shall pay all stamp or other similar taxes and duties levied in connection with issuance
of the Put Shares pursuant hereto.


 


Section
10.8           COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which may be executed by less than all of the
parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing such
counterparts and all of which together shall constitute one and the same instrument. This Agreement may be delivered to the other
parties hereto by email of a copy of this Agreement bearing the signature of the parties so delivering this Agreement.


 


Section 10.9           SEVERABILITY.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be
ineffective if it materially changes the economic benefit of this Agreement to any party.


 


 


 






    	 	13	 



     


    

 


Section
10.10           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.


 


Section
10.11           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.


 


Section
10.12           EQUITABLE RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any or all of
its obligations under this Agreement, any remedy at law may prove to be inadequate relief to Investor. The Company therefore agrees
that Investor shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving
actual damages.


 


Section
10.13           TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not
to be considered in construing or interpreting this Agreement.


 


Section
10.14           REPORTING ENTITY FOR THE COMMON STOCK. The reporting entity relied upon for the determination of the Closing Price for the
Common Stock on any given Trading Day for the purposes of this Agreement shall be Bloomberg Finance L.P. or any successor thereto.
The written mutual consent of Investor and the Company shall be required to employ any other reporting entity.


 


Section
10.15           PUBLICITY. The Company and Investor shall consult with each other in issuing any press releases or otherwise making public
statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make
any such public statement, other than as required by law, without the prior written consent of the other parties, which consent
shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by
law, in which such case the disclosing party shall provide the other parties with prior notice of such public statement. Notwithstanding
the foregoing, the Company shall not publicly disclose the name of Investor without the prior written consent of such Investor,
except to the extent required by law. Investor acknowledges that this Agreement and all or part of the Transaction Documents may
be deemed to be "material contracts" as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company
may therefore be required to file such documents as exhibits to reports or registration statements filed under the Securities Act
or the Exchange Act. Investor further agrees that the status of such documents and materials as material contracts shall be determined
solely by the Company, in consultation with its counsel.


 


[-Signature page follows-]


 


 


 


 






    	 	14	 



     


    

 


IN WITNESS WHEREOF, the parties
have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first
above written.


 


 


 


 


COMPANY:


 


ZONZIA
MEDIA, INC.


 


 


	 	By: /s/ Johnathan Adair
	 	Name: Johnathan Adair
	 	Chief Executive Officer
	 	on behalf of Myles A. Pressey III
	 	Title: Chairman






 


INVESTOR:


 


KODIAK CAPITAL GROUP, LLC


 


 


	 	By: /s/ Ryan C. Hodson
	 	Name: Ryan C. Hodson
	 	Title: Managing Member





 


 


 


 


 






    	 	15	 



     


    

 


[-Signature page to
Equity Purchase Agreement-]


EXHIBIT A


 


FORM OF PUT NOTICE


 


TO: KODIAK CAPITAL GROUP, LLC


 


We refer to the Equity Purchase Agreement dated
December 11, 2015 (the “Agreement”) entered into by ZONZIA MEDIA, INC. (the “Company”) and you. Capitalized
terms defined in the Agreement shall, unless otherwise defined, have the same meaning when used herein.


 


We hereby:


 


1)  Give you notice that we
require you to purchase                     
Put Shares;


 


2)  Certify that, as of the
date hereof, to the best of our knowledge, the conditions set forth in Section 7.2 of the Agreement are satisfied.


 


Date:                     ,
2016


 


ZONZIA MEDIA, INC.


 


By:                                         


Name:


Title:


 


 


 


 


 






    	 	16	 



     


    

 


EXHIBIT B


 


FORM OF CERTIFICATE OF THE CHIEF EXECUTIVE
OFFICER OF ZONZIA MEDIA, INC.


 


Pursuant
to Section 7.2(l) of that certain Equity Purchase Agreement dated December 11, 2015 (the “Agreement”) by and between
the Company and KODIAK CAPITAL GROUP, LLC (the “Investor”), the undersigned, in his capacity as the Chief Executive
Officer of ZONZIA MEDIA, INC. (the “Company”), and not in his individual capacity, hereby certifies, as of the date
hereof (such date, the “Condition Satisfaction Date”), the following:


 


1.             
The representations and warranties of the Company are true and correct in all material respects as of the Condition Satisfaction
Date as though made on the Condition Satisfaction Date (except for representations and warranties specifically made as of a particular
date) with respect to all periods, and as to all events and circumstances occurring or existing to and including the Condition
Satisfaction Date, except for any conditions which have temporarily caused any representations or warranties of the Company set
forth in the Agreement to be incorrect and which have been corrected with no continuing impairment to the Company or Investor;
and


 


2.             
All of the Company’s conditions to Closing set forth in Section 7.2 of the Agreement have been satisfied as of the Condition
Satisfaction Date.


 


Capitalized terms
used herein shall have the meanings set forth in the Agreement unless otherwise defined herein.


 


IN
WITNESS WHEREOF, the undersigned has hereunto affixed his hand as of the 11th day of December,
2016.


 


By: /s/ Johnathan Adair


Name: Johnathan Adair


Title: Chief Executive Officer




 


 


 


 


 






    	 	17