NOTIS GLOBAL, INC. (OTCMKTS:NGBL) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

Effective as of March 21, 2017, through a series of related
transactions, we indirectly acquired an aggregate of 459,999 of
the then-issued and outstanding shares of capital stock (the PCH
Purchased Shares) of PCH Investment Group, Inc., a California
corporation (PCH) for a purchase price of $300,000.00 in cash and
the issuance of shares of our common stock. The PCH Purchased
Shares represent 51% of the outstanding capital stock of PCH. In
connection with our acquisition of the PCH Purchased Shares, we
(or our affiliates) were also granted an indirect option to
acquire the remaining 49% (the PCH Optioned Shares) of the
capital stock of PCH. The option expires on February 10, 2019
(the PCH Optioned Shares Expiry Date).

Located in San Diego, California, PCH is a management services
business that focuses on the management of cannabis production
and manufacturing businesses. On November 1, 2016, PCH entered
into a Management Services Agreement (the PCH Management
Agreement) with California Cannabis Group (CalCan) and Devilish
Delights, Inc. (DDI), both of which are California nonprofit
corporations in the cannabis production and manufacturing
business (their business). CalCan is licensed by the City of San
Diego, California, to cultivate cannabis and manufacture cannabis
products, as well as to sell, at wholesale, the cultivated and
manufactured products at wholesale to legally operated medical
marijuana dispensaries. The PCH Management Agreement provides
that PCH is responsible for the day-to-day operations and
business activities of their business. In that context, PCH is
responsible for the payment of all operating expenses of their
business (including the rent and related expenditures for CalCan
and DDI) from the revenue generated by their business, or on an
out-of-pocket basis if the revenue should be insufficient. In
exchange for PCHs services and payment obligations, PCH is
entitled to 75% of the gross profits of their business. The PCH
Management Agreement does not provide for any gross profit
milestone during its first 12 months; thereafter, it provides for
an annual $8 million gross profit milestone, with any amount in
excess thereof being carried forward to the next annual period.
In the event that during any annual period, the gross profit
thereunder is less than $8 million (including any carry-forward
amounts), then, on a one-time basis, PCH may carry-forward such
deficit to the following annual period. If, in that following
annual period, the gross profit exceeds $6 million, then PCH
shall be entitled to an additional one-time basis carry-forward
of a subsequent deficit. The term of the PCH Management Agreement
is for five years, subject to two extensions, each for an
additional five-year period, in all cases subject to earlier
termination for an uncured material breach by PCH of its
obligations thereunder. We cannot provide any assurance as to the
expected gross profit to be generated by their business and
receipt of 75% thereof. Clint Pyatt, our currentChief Operating
Officer and Senior Vice President, Government Affairs, is a
member of the Board of Directors of CalCan and DDI.

to a Securities Purchase Agreement, that was made and entered
into as of March 16, 2017 (five days before the closing of the
transaction), our wholly-owned subsidiary, Pueblo Agriculture
Supply and Equipment, LLC, a Delaware limited liability company
(PASE), acquired the PCH Purchased Shares from the three PCH
shareholders: (i)Mystic, LLC, a California limited liability
company that Jeff Goh, our Chief Executive Officer, formed and
controls for his investments in cannabis projects, (ii) Clint
Pyatt, and Steve Kaller, the general manager of PCH
(collectively, the PCH Shareholders).

As a condition to the Lender entering into the Note Purchase
Agreement and the PCH-Related Note (both as noted below) and
providing any additional funding to us in connection with our
acquisition of the PCH Purchased Shares, our Board of Directors
ratified the forms of employment agreements for Mr. Goh, as our
Chief Executive Officer, and for Mr. Pyatt, as our prospective
President. Once the agreements become effective, and following
the second anniversary thereof, the terms will become at-will. In
addition to payment of a base salary, the agreements will provide
for certain cash, option, and equity bonuses, in each case to
become subject both to each individual and to us meeting certain
performance goals to be acknowledged by them and to be approved
by a disinterested majority of our Board of Directors.

Due to the nature of the PCH transaction, and the related parties
involved with PCH, we formed a special committee of our Board of
Directors to consider all of the aspects of the proposed
transaction, as well as the related financing proposed to be
provided by the Lender. The special committee consisted of three
of our four directors: Ambassador Ned L. Siegel, Mitch Lowe, and
Manual Flores. In the context of the special committees charge,
it engaged an otherwise independent investment banking firm (the
Banker) to analyze the potential acquisition of the PCH Purchased
Shares through the Securities Purchase Agreement (noted above)
and the Stock Purchase Option Agreement (noted below), the
related financing agreements (all as noted below), other related
business and financial arrangements, and the Employment
Agreements. After the Banker completed its full review of those
agreements and its own competitive analysis, it provided its
opinion that the consideration to be paid in connection with the
acquisition of the PCH Purchased Shares and the terms of the
PCH-Related Note were fair to us from a financial point of view.
Following the Bankers presentation of its analysis and opinion,
and the special committees own analysis, the special committee
unanimously recommended to our full Board of Directors that all
of the transactions should be approved and that we should
consummate the acquisition of the PCH Purchased Shares, accept
the option to acquire the PCH Optioned Shares, and enter into the
PCH-Related Note, the documents ancillary thereto, and the
Employment Agreements.

In connection with our acquisition of the PCH Purchased Shares
and our option to acquire the PCH Optioned Shares, PASE, EWSD I,
LLC, a Delaware limited liability company of which we own 98% of
the equity (EWSD; the other two percent is owned by two
individuals who provide consulting services to us), PCH, and we
entered into a Convertible Note Purchase Agreement (the Note
Purchase Agreement) with a third-party lender (the Lender).
Concurrently, PASE and we (with EWSD and PCH as co-obligors)
entered into a related 10% Senior Secured Convertible Promissory
Note (the PCH-Related Note) in favor of the Lender. The initial
principal sum under the PCH-Related Note is $1,000,000.00 and it
bears interest at the rate of 10% per annum. Principal and
interest are subject to certain conversion rights in favor of the
Lender. So long as any principal is outstanding or any interest
remains accrued, but unpaid, at any time and from time to time,
at the option of the Lender, any or all of such amounts may be
converted into shares of our common stock. Notwithstanding such
conversion right, and except in the circumstance described in the
next sentence, the Lender may not exercise its conversion rights
if, in so doing, it would then own more than 4.99% of our issued
and outstanding shares of common stock. However, upon not less
than 61 days notice, the Lender may increase its limitation
percentage to a maximum of 9.99%. The Lenders conversion price is
fixed at $0.0001 per share. Principal and accrued interest may be
pre-paid from time to time or at any time, subject to 10 days
written notice to the Lender. Any prepayment of principal or
interest shall be increased to be at the rate of 130% of the
amount so to be prepaid and, during the 10-day notice period, the
Lender may exercise its conversions rights in respect of any or
all of the amounts otherwise to be prepaid.

Prior to the closing of the acquisition of the PCH Purchased
Shares, but referenced in the Note Purchase Agreement, the Lender
had lent to us, in five separate tranches, an aggregate amount of
approximately $414,000 (the Pre-acquisition Loans), that, in
turn, we lent to PCH to use for its working capital obligations.
Upon the closing of the acquisition of the PCH Purchased Shares
and to the terms of the PCH-Related Note, the Lender lent to us
(i) approximately $86,000, that, in turn, we lent to PCH to use
for its additional working capital obligations, (ii) $300,000.00
for the acquisition of the PCH Purchased Shares, and (iii)
$90,000.00 for various transaction-related fees and expenses.
Immediately subsequent to the closing of the acquisition of the
PCH Purchased Shares, the Lender lent to us (x) approximately
$170,000.00 for our operational obligations and (y) approximately
$114,000 for us partially to repay an equivalent amount of the
Pre-acquisition Loans. As of the date of this Current Report, of
the potential principal amount of the PCH-Related Note of
$1,000,000.00, the Lender has advanced to us approximately
$768,000. The balance thereof (approximately $232,000) is in an
escrow account, to be released to us upon our requests therefor
and the Lenders approval thereof.

In connection with the Pre-acquisition Loans and the PCH-Related
Note, the makers and co-obligors thereof entered into an Amended
and Restated Security and Pledge Agreement in favor of the
Lender, to which such parties, jointly and severally, granted to
the Lender a security interest in all, or substantially all, of
their respective property. Further, PCH entered into a Guarantee
in favor of the Lender in respect of the other parties
obligations under the PCH-Related Note. PCHs obligation to the
Lender under these agreements is limited to a maximum of
$500,000.00.

As of the closing of the acquisition of the PCH Purchased Shares,
we paid $300,000.00 to the PCH Shareholders. We are also
obligated to issue to the PCH Shareholders 1,500,000,000 shares
(the Purchase Price Shares) of our common stock. That number of
issuable shares is subject to certain provisions detailed in the
PCH-Related Note, which are summarized in this Current Report.

Notwithstanding the number of issuable shares referenced above,
the number of issued Purchase Price Shares is to be equal to 15%
of the then-issued and outstanding shares of our common stock at
the time that we exercise our option to acquire the PCH Optioned
Shares under the Stock Purchase Option Agreement (the PCH Option
Agreement; the parties to which are PASE, PCH, the PCH
Shareholders). Further, in the event that we issue additional
equity securities prior to the date on which we issue the
Purchase Price Shares at a price per share that is less than the
value referenced above, the PCH Shareholders shall be entitled to
full ratchet anti-dilution protection in the calculation of the
number of Purchase Price Shares to be issued (with the exception
of a recapitalization by the Lender to reduce our overall
dilution).

If we have not exercised the option to acquire the PCH Optioned
Shares prior to PCH Optioned Shares Expiry Date, the PCH
Shareholders may reacquire the PCH Purchased Shares from us for
the same cash consideration ($300,000.00) that we paid to them
for those shares. Further, if we are in default of our material
obligations under the Securities Purchase Agreement, or if PASE
is the subject of any bankruptcy proceedings, then the PCH
Shareholders have the same reacquisition rights noted in the
preceding sentence.

the PCH Option Agreement, PASE was granted the option to purchase
all 49%, but not less than all 49%, of the PCH Optioned Shares.
The exercise price for the PCH Optioned Shares is an amount
equivalent to five times PCHs EBITDA for the 12-calendar month
period, on a look-back basis, that concludes on the date of
exercise of the Option, less $10.00 (which was the purchase price
of the option). The calculation of the 12-month EBITDA is to be
determined by PASEs (or our) then-currently engaged independent
auditors. If we exercise the option prior to the first
anniversary of the closing of the acquisition of the PCH
Purchased Shares, then the exercise price for the PCH Optioned
Shares shall be based on the EBITDA for the entire 12-calendar
month period that commenced with the effective date of the PCH
Option Agreement.

Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposition of
Assets.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

We hereby incorporate by reference in this item the disclosure
provided in respect of Item 1.01 Entry into a Material Definitive
Agreement.

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity
Securities.

We hereby incorporate by reference in this item the disclosure
provided in respect of Item 1.01 Entry into a Material Definitive
Agreement.

Section 8 – Other Events

Item 8.01 Other Events.

We hereby incorporate by reference in this item the disclosure
provided in respect of Item 1.01 Entry into a Material Definitive
Agreement.

About NOTIS GLOBAL, INC. (OTCMKTS:NGBL)

Notis Global, Inc., formerly Medbox, Inc., is a provider of specialized services to the hemp and marijuana industry. The Company’s business activities include pursuing license rights in various states where marijuana is legalized in a certain capacity and contracting with independent third parties to cultivate and dispense marijuana and hemp products, where legal, through independent operator agreements and joint ventures; consulting with its clients operating in the hemp and marijuana industry in organization, licensing, development, build-out, maintenance, commencement of operations and through to maturity; distribution of hemp products processed by its contract partners, and ownership, development and management of real estate used by its partners as cultivation centers and dispensaries. The Company also sells a line of portable vaporizers and accessories under the brand name Vaporfection.

NOTIS GLOBAL, INC. (OTCMKTS:NGBL) Recent Trading Information

NOTIS GLOBAL, INC. (OTCMKTS:NGBL) closed its last trading session 00.00000 at 0.00020 with 30,283,732 shares trading hands.