SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 21st, 2016 • Notis Global, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2016, between EWSD I, LLC and Pueblo Agriculture Supply and Equipment, LLC (each, a “Company” and collectively, the “Companies”) and Notis Global, Inc. (the “Parent”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). References to the “Company” in this Agreement shall apply to both of the Companies and the Parent, where applicable.
10% CONVERTIBLE DEBENTURE DUE JUNE 21, 2017Notis Global, Inc. • October 21st, 2016 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS 10% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Convertible Debentures of Notis Global, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 600 Wilshire Blvd Suite 1500 Los Angeles, CA 90017, designated as its 10% Convertible Debenture due June 21, 2017 (this Debenture, the “Debenture” and, collectively with the other Debentures of such series, the “Debentures”).
Securities Purchase AgreementSecurities Purchase Agreement • October 21st, 2016 • Notis Global, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of May 20, 2016, is entered into by and between Notis Global, Inc., a Nevada corporation (“Company”), and Chicago Venture Partners, L.P., a Utah limited partnership, its successors and/or assigns (“Investor”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • October 21st, 2016 • Notis Global, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This Equity Purchase Agreement is entered into as of the 22nd day of June, 2016 (this “Agreement”), by and between Notis Global, Inc., a Nevada corporation (the “Company”), and Redwood Management, LLC (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2016 • Notis Global, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 22, 2016, between Notis Global, Inc., a Nevada corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser, the “Purchaser” and, collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • October 21st, 2016 • Notis Global, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS SECURITY AGREEMENT (the “Agreement”) is entered into as of June 30, 2016, by and among (i) EWSD I, LLC, a Delaware limited liability company (“EWSD”) and Pueblo Agriculture Supply and Equipment, LLC, a Delaware limited liability company (“PASE” and together with EWSD, collectively, the “Issuer”), and (ii) any subsidiary and affiliate of the Issuer that is a signatory hereto either now or joined in the future (the “Subsidiaries”; and jointly, severally, and collectively with the Issuer, the “Grantors”) in favor of Redwood Management, LLC (the “Secured Party”).
Membership Interest Pledge AgreementMembership Interest Pledge Agreement • October 21st, 2016 • Notis Global, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Utah
This MEMBERSHIP INTEREST PLEDGE AGREEMENT (this “Agreement”) is entered into as of May 20, 2016 (the “Effective Date”) by and between Notis Global, Inc., a Nevada corporation (“Company”), and Chicago Venture Partners, L.P., a Utah limited partnership (the “Pledgor”).
PARENT GUARANTEEParent Guarantee • October 21st, 2016 • Notis Global, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
Parent Guarantee, dated as of June 30, 2016 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Secured Parties”) to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, among EWSD I, LLC, a Delaware limited liability company and Pueblo Agriculture Supply and Equipment, LLC, a Delaware limited liability company (collectively the “Company”) and the Secured Parties.
