8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2020

GridIron BioNutrients, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-55852

(Commission File Number)

36-4797193

(IRS Employer Identification No.)

6991 East Camelback Rd., STE D-300

Scottsdale, AZ 85251

(Address of principal executive offices)(Zip Code)

(800) 570-0438

Registrant’s telephone number, including area code

__________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Forward-looking Statements

Statements in Exhibit 99.1 to this Current Report on Form 8-K may be forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate”, “believe”, “estimate”, “expect”, “intend” and similar expressions, as they relate to Applied Biosciences Corp. (the “Company”) or its management, identify forward-looking statements. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in the Company’s filings with the Securities and Exchange Commission. Factors which could cause actual results to differ materially from these forward-looking statements include such factors as (i) the development and protection of our brands and other intellectual property, (ii) the need to raise capital to meet business requirements, (iii) significant fluctuations in marketing expenses, (iv) the ability to achieve and expand significant levels of revenues, or recognize net income, from the sale of our products and services, (v) the Company’s ability to conduct the business if there are changes in laws, regulations, or government policies related to cannabis, (vi) management’s ability to attract and maintain qualified personnel necessary for the development and commercialization of its planned products, (vii) general industry and market conditions and growth rates, and general economic conditions, and (viii) other information that may be detailed from time to time in the Company’s filings with the United States Securities and Exchange Commission. Any forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of Form 8-K.

Item 1.01 Entry into a Material Definitive Agreement.

On February 4, 2020, GridIron BioNutrients, Inc., a Nevada corporation (the “Company”) announced that it had entered into a Stock Purchase Agreement (the “Notis Stock Purchase Agreement”), effective January 24, 2020, with Notis Global, Inc., a Nevada corporation (“Notis Global”), pursuant to which Notis Global offered and sold offered 2,500,000,000 shares (the “Shares”) of common stock of Notis Global to the Company for consideration referenced in that certain Collaboration Agreement (the “Collaboration Agreement”), by and between the Company and Notis Global, dated January 24, 2020.

Under the Collaboration Agreement, the Company and Notis Global “will collaboratively explore and consider potential business opportunities for the parties within various segments of the hemp CBD supply chain including cultivation, extraction and purification and retail products.” Such collaboration is the consideration to be paid by Notis for the Shares.

Also effective January 24, 2020, EWSD 1, LLC, d/b/a/ Shi Farms, a Delaware limited liability company (“Shi Farms”) offered and sold to the Company that certain Amended and Restated 12.5% Original Issue Discount Promissory Note (the “Note”) to for $100,000. The Note is made in the principal sum of $112,500, and the Shi Farms shall repay its obligations under the Note to the Company in cash with the revenues (the “Revenues”) that Shi Farms bills and collects from its sales of derivative products of hemp planted and harvested in 2020 (the “2020 Derivative Products”), as follows: (i) an aggregate of 12.5% of the Revenues shall be paid to the Company in cash until the principal sum of $112,500 has been fully paid and thereafter (ii) an aggregate of 3.75% of the Revenues shall be paid to the Company until all of the 2020 Derivative Products have been sold. Shi Farms shall pay the Revenues within forty-five (45) calendar days after the end of each calendar quarter in which Shi Farms bills and collects Revenues from the 2020 Derivative Products. In the event that the Loan Balance has not been fully paid after all of the 2020 Derivative Products have been sold, Shi Farms shall repay to the Company in cash an aggregate of 12.5% of the Revenues that Shi Farms bills and collects from its sales of derivative products of hemp planted and harvested in future years until the principal sum of $112,500 has been repaid.

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The Note also provides that Shi Farms shall pay to the Company an aggregate of 2.5% in cash of the revenues that Shi Farms bills and collects from its sales of derivative products of hemp planted and harvested in 2021, 2022, 2023, 2024, and 2025 (the “Future Royalty”). Future Royalty payments shall be made, on a calendar quarterly basis, thirty (30) days after the end of each calendar quarter, commencing with the first calendar quarter in which derivative product from hemp planted and harvested in the corresponding year is sold.

The Company shall be entitled to terminate its obligation under the Note to pay the Future Royalty with a cash payment to the Company (the “Termination Fee”). If Shi Farms terminates its obligation to pay the Future Royalty under the Note on or before January 21, 2021, then the Termination Fee shall $112,500, provided, however, Shi Farms’s termination rights shall not vest until November 15, 2021. If Shi Farms terminates its obligation to pay the Future Royalty after January 21, 2021 but on or before January 20, 2022, then the Termination Fee shall be $225,000. If Shi Farms terminates its obligation to pay the Future Royalty after the January 21, 2022, but on or before January 20, 2023), then the Termination Fee shall be $337,500.00. If Shi Farms terminates its obligation to pay the Future Royalty after January 21, 2023, then the Termination Fee shall be $450,000.

In connection with the offer and sale of the Note, Notis Global issued to the Company a Common Stock Purchase Warrant (the “Notis Global Warrant”), exercisable on January 24, 2020, to purchase 100,000 shares of common stock of the Company, an exercise price of $0.0001 per share, for a term ending on January 21, 2025.

In connection with the Collaboration Agreement, the Company and Shi Farms entered into a Supply Agreement (the “Supply Agreement”), dated January 27, 2020, pursuant to which Shi Farms agreed to sell the Company 30,000 pounds of hemp biomass at a purchase price of $5.00 per pound for a total purchase price of $150,000. The hemp biomass must contain a minimum of 6% total Cannabidiol (CBD/and or CBDA) and all hemp biomass must have less than 3% total TCH content. The hemp biomass must contain no contaminates that are above acceptable industry standards for processing hemp biomass including but not limited to: mold and mildew, non-hemp plant material, soil, insects, rodent droppings, wet or rotting material, heavy metals, residual pesticides or herbicides, or bacteria. Either party may terminate the Supply Agreement prior to delivery of the hemp biomass.

On January 27, 2020, the Company offered and sold to Cavalry Fund I LP that certain 10% Original Issue Discount 10% Convertible Redeemable Senior Secured Note Due July 27, 2020 (the “Cavalry Note”), in the principal sum of $550,000 for a purchase price of $499,500. The principal amount of $550,000 carries interest at a rate of 10% per annum, is due on July 27, 2020, and is convertible into shares of the Company’s common stock at a price for each share of common stock equal to the lower of $0.05 a share or a 35% discount to the lowest closing price of the Company’s common stock for the 10 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. The Company may prepay the Note (i) after February 28, 2020, with a payment equal to 115% of the sum of outstanding principal and interest, or (ii) upon receipt of a default notice from the holder of the Note, with a payment equal to 140% of the sum of outstanding principal and interest.

Effective January 28, 2020, the Company entered into a Stock Purchase Agreement (the “Grays Peak Stock Purchase Agreement”) with Grays Peak Ventures, pursuant to which it purchase 77,872,500 shares of common stock of the Company for a price of $0.0010273 per shares, for an aggregate purchase price of $80,000. The 77,872,500 shares represented approximately 51.0% of the issued and outstanding shares of common stock of the Company. The Company will return the 77,872,500 shares of common stock back to the authorized capital stock of the Company, the effect of which will be that Timothy Orr, the Company’s sole director and officer, will be the Company’s largest shareholder, holding approximately 35.5% of the issued and outstanding shares of common stock of the Company.

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

The disclosure with respect to the Cavalry Note in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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Item 5.01 Changes in Control of Registrant.

The disclosure with respect to the Grays Peak Stock Purchase Agreement in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On February 5, 2020, the Company issued a press release announcing that it has entered into the Collaboration Agreement and the Cavalry Note. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01, and in Exhibit 99.1, referenced herein is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act or incorporated by reference in any filing under the Securities Act, unless the Company expressly so incorporates such information by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit	Description
4.1	10% Original Issue Discount 10% Convertible Redeemable Senior Secured Note Due July 27, 2020.
10.1	Stock Purchase Agreement, dated January 24, 2020, by and between the GridIron BioNutrients, Inc. and Notis Global, Inc., a Nevada corporation.
10.2	Collaboration Agreement, dated January 24, 2020, by and between the GridIron BioNutrients, Inc. and Notis Global, Inc., a Nevada corporation.
10.3	Supply Agreement, dated January 27, 2020, by and between the GridIron BioNutrients, Inc. and EWSD 1, LLC, d/b/a/ Shi Farms, a Delaware limited liability company.
10.4	Amended and Restated 12.5% Original Issue Discount Promissory Note (the “Note”), dated January 24, 2020, made by EWSD 1, LLC, d/b/a/ Shi Farms, a Delaware limited liability company, to GridIron BioNutrients, Inc.
10.5	Common Stock Purchase Warrant, dated January 24, 2020, made by Notis Global, Inc. to GridIron BioNutrients, Inc.
10.6	Stock Purchase Agreement, dated January 24, 2020, by and between the GridIron BioNutrients, Inc. and Grays Peak Ventures
99.1	Press release, dated February 5, 2020.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GRIDIRON BIONUTRIENTS, INC.
Date: February 5, 2020	By:	/s/ Timothy Orr
	Name:	Timothy Orr
	Title:	President

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EX-4.1

EXHIBIT 4.1

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER

US $555,000 - Principal	Issuance Date: January 27, 2020
US $499,500 - Purchase Price

Gridiron BioNutrients, Inc.

10% ORIGINAL ISSUE DISCOUNT

10% CONVERTIBLE REDEEMABLE SENIOR SECURED NOTE

DUE July 27, 2020

FOR VALUE RECEIVED, Gridiron BioNutrients, Inc., (the “Company”) promises to pay to the order of CAVALRY FUND I LP and its authorized successors and permitted assigns, defined below, (the “Holder”), the principal face amount of Five Hundred and Fifty-five Thousand Dollars (U.S. $555,000.00) or such greater sum as is due under this Note on July 27, 2020 (“Maturity Date”) and to pay interest on the principal amount outstanding hereunder at the rate of 10% per annum commencing on the Issuance Date. The interest will be paid to the Holder in whose name this 10% Original Issue Discount 10% Convertible Redeemable Secured Note (the “Note”) is registered on the records of the Company. The principal of, and interest on, this Note are payable at 61 Kinderkamack Rd, Woodcliff Lake, NJ 07677, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay interest and the outstanding principal due upon this Note on or before the Maturity Date, by wire transfer in accordance with written instructions provided by the Holder. Interest shall be payable in Common Stock (as defined below) pursuant to Section 4(b) herein, unless the Holder will not receive free trading shares in which case the Holder shall have the option to receive interest in cash or Common Stock.

This Note is subject to the following additional provisions:

1. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that the Holder shall pay any tax or other governmental charges payable in connection therewith. To the extent that the Holder subsequently transfers, assigns, sells or exchanges any of the multiple lesser denomination notes, the Holder acknowledges that it will provide the Company with an opinion of counsel that the transfer is exempt from registration under the Act, as defined.

2. Reserved.

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3. This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the “Act”) and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company’s records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prequalified prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted (“Notice of Conversion”) in the form annexed hereto as Exhibit A. The date of receipt (including receipt by email) of such Notice of Conversion shall be the Conversion Date. All Notices of Conversion will be accompanied by an opinion of counsel that the shares of Common Stock, as defined, may be issued in compliance with or pursuant to an exemption from the registration provisions of the Act.

4. The Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price (“Conversion Price”) for each share of Common Stock equal to the lower of $0.05 a shares or 35% discount to the lowest closing price of the Common Stock as reported by the OTCQB or the Pink Open Market (or any other market operated by OTC Markets, Inc.), or any successor service on which the Company’s Common Stock is traded for the 10 prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent (provided such Notice of Conversion is delivered by email to the Company or its transfer agent after 4 P.M. Eastern Standard or Daylight Savings Time, as applicable, if the Holder wishes to include the same day closing price) provided, however, that if the Common Stock did not trade during the 10 day period the last closing price shall be deemed to be the lowest closing price. If the shares have not been delivered within 2 business days the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 2 business days of receipt by the Company of the Notice of Conversion. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded up to the nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. In the interim, the Company shall honor any conversion using a Conversion Price equal to par value if no stockholder approval is obtained within 90 days of the Notice of Conversion. If stockholder approval is not obtained within the 10 day period, it shall be an Event of Default. The Company agrees to honor all conversions submitted pending this increase. From the date hereof until such time as the Note remains unpaid, in the event the Company issues or sells any Common Stock or Common Stock Equivalents if the Holder reasonably believes that any of the terms and conditions appurtenant to such issuance or sale are more favorable to such investors than are the terms and conditions granted to the Holder hereunder, upon notice to the Company by such Holder within five trading days after disclosure of such issuance or sale, the Company shall amend the terms of this transaction as to such Holder only so as to give such Holder the benefit of such more favorable terms or conditions.

(a) Interest on any unpaid principal balance of this Note shall be paid at the rate of 10% per annum. Interest shall be paid by the Company in Common Stock (“Interest Shares”). Holder may, at any time after the date of this Note by the Holder, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

(b) The Note may be prepaid with the following penalties:

Time Period	Payment Premium
More than 30 days after Note issuance	115% of the sum of principal plus accrued interest
Default after Note issuance	140% of the sum of principal plus accrued interest

Such prepayment must be closed and funded within 3 days of giving notice of prepayment or the right to prepayment shall be null and void.

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(c) Without giving the Holder at least 10 days written notice, the Company shall not (i) engage in a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization (excluding an increase in authorized capital) or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company (including any subsidiary) with or into another person or entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company (each of items (i), (ii) and (iii) being referred to as a (“Sale Event”). Upon the closing of a Sale Event, the Company shall, upon request of the Holder, pay this Note in cash for 125% of the principal amount, plus accrued but unpaid interest through the date of payment, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the lower of (x) the Conversion Price or (y) the price per share equal to 65% of the offering price or conversion or exercise price, as applicable, of equity or other securities of the Company in the offering held in connection with such transaction.

(d) In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this Note is not paid or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

(e) Any conversion of this Note shall be subject to a Beneficial Ownership Limitation. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder unless increased to 9.9% as provided below. The Holder, upon not less than 61 days’ prior notice to the Company, may increase the Beneficial Ownership Limitation provisions of this Section 4(f) solely with respect to the Holder’s Note, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the provisions of this Section 4(f) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Holder may also decrease the Beneficial Ownership Limitation provisions of this Section 4(f) solely with respect to the Holder’s Note at any time, which decrease shall be effectively immediately upon delivery of notice to the Company. The Beneficial Ownership Limitation provisions of this Section 4(f) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(f) to correct any provision which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this Section 4(f) shall apply to a successor Holder of this Note.

5. No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

6. The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

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7. The Company agrees to pay all costs and expenses, including reasonable attorneys’ fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8. If one or more of the following described “Events of Default” or any other Event of Default referred to in this Note shall occur:

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

(b) Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note shall be false or misleading in any respect; or

(c) The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

(d) The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable, provided, however, the issuance of an audit opinion which contains a “going concern” qualification shall not be deemed to mean that the Company is insolvent; or

(e) A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

(f) Any governmental agency or any court of competent jurisdiction at the in-stance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

(g) One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of ten (10) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

(h) Defaulted on or breached any term of any other note of similar debt instru-ment into which the Company has entered and failed to cure such default within the appropriate grace period; or

(i) The Company shall have its Common Stock no longer quoted on a market operated by OTC Markets, Inc. or any successor , if the Common Stock is suspended by the Securities and Exchange Commission (“SEC”), the Company is no longer obligated to file reports on Forms 8-K, 10-K and 10-Q with the SEC, or the Company fails to file a Form 10-Q or 10-K with the SEC within the time permitted by law;

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(j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

(k) If the six month holding period contained in Rule 144 under the Act has been met, the Company shall deliver to the Holder the Common Stock pursuant to Section 4 herein without restrictive legend within two Trading Days of its receipt of a Notice of Conversion; provided, however, any opinion may include a “sell by” clause in accordance with Rule 144(i) issued under the Act (or any successor rule). The Company shall cause its transfer agent to accept any opinions of the Holder’s counsel with respect to Rule 144 or other exemption under the Act;

(l) The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.

Then, or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder’s sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder’s rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 18% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4^th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10^th day. In case of a breach of Section 8(i), the outstanding principal due under this Note shall increase by 50%. Further, if a breach of Section 8(i) occurs or is continuing after the 90 day anniversary of the Note, then the Holder shall be entitled to use the lower of (i) the Conversion Price in Section 4(a) or (ii) lowest closing bid price during the delinquency period as a base price for the conversion. For example, if the lowest closing bid price during the delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to convert future conversions at $0.005 per share.

8A. Make-Whole for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares by third business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs damages from such delay, then at any time the Holder may provide the Company written notice that is has been damaged, and the Company must make the Holder whole as follows:

The highest VWAP for the 30 trading days on or after the day of exercise times the number of conversion shares. “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a trading market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the trading market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if prices for the Common Stock are then reported on the OTC Pink Open Market maintained by the OTC Markets Group, Inc. (or any successors to any of the foregoing), the volume weighted average price of the Common Stock on the first such facility (or a similar organization or agency succeeding to its functions of reporting prices), or (c) in all other cases, the fair market value of a share of Common Stock as determined by the Board of Directors of the Company acting in good faith.

The Company must pay the Holder such sum by the third business day from the time of the Holder’s written notice to the Company.

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9. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

10. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

11. The Company represents that it is not a “shell” issuer and that if it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported Form 10 type information indicating it is no longer a “shell issuer”.

12. Within 90 days of the date of this Note or such earlier time as the Company (i) has a stockholders meeting or (ii) takes action by the consent of its stockholders, the Company shall either (x) effect a reverse stock split or (y) increase its authorized common stock and promptly thereafter (and subject to approval of the Financial Industry Regulatory Authority) increase the Share Reserve to six times the amount of shares of Common Stock issuable upon conversion of the Note in full. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions. The Company shall pay all transfer agent costs associated with issuing and delivering the share certificates to Holder. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price.

13. The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

14. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.

15. This Note also creates a first lien on and grants a security interest in all of the Company’s Accounts, Goods, Inventory, Equipment, Investment Property, General Intangibles, Instruments, Documents, and all other assets and personal property of the Company, wherever located, together with all the proceeds now or hereafter arising in connection therewith (the “Collateral”). This Note shall also constitute a security agreement under the New York Uniform Commercial Code or other law applicable to the creation of liens on personal property. Capitalized terms used in this Section 16 shall have the meanings that are given to them under the New York Uniform Commercial Code. The Company acknowledges and agrees that the Holder shall have the right to file a UCC-1 financing statement and any renewals and continuations thereof or other documents as the Holder may reasonably require with respect to this security interest. If a default occurs under this Note, the Holder shall have all rights and remedies of a secured party under the New York Uniform Commercial Code.

16. This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to the exclusive jurisdiction of the courts in New York County, New York.

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

Gridiron BioNutrients, Inc.
By:	/s/ Timothy S Orr
	Timothy Orr - President

7

EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $_________ of the above Note into ___________ Shares of Common Stock of Gridiron BioNutrients, Inc. (“Shares”) according to the conditions set forth in such Note, as of the date written below.

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion: ______________________________________________________________ Applicable

Conversion Price: ________________________________________________________________

Signature: ______________________________________________________________________

                                                                  [Print Name of Holder and Title of Signer]

Address: _______________________________________________________________________

                 _______________________________________________________________________

SSN or EIN: _________________________________

Shares are to be registered in the following name: _____________________________

Name: _____________________________________________________________

Address: ___________________________________________________________ Tel:

___________________________________________________________________

Fax: ________________________________________________________________

SSN or EIN: ___________________________________________________________

Shares are to be sent or delivered to the following account:

Account Name:  _____________________________________________________

Address:  __________________________________________________________

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EX-10.1

EXHIBIT 10.1

STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made and entered into this 24^th day of January 2020, by and between Notis Global, Inc. (“Seller”/”NGBL”) a Nevada corporation and Gridiron BioNutrients, Inc. a Nevada corporation (“Purchaser”/”GMVP”) with regard certain capital stock of NGBL.

WHEREAS, the Seller is the record owner and holder of certain issued and outstanding shares of capital stock of NGBL which is the subject of this Agreement;

WHEREAS, the Seller is willing to issue two billion five hundred million (2,500,000,000) shares (the “Shares”) of the Corporation’s common stock, par value $0.001 (the “Common Stock”) per the Collaboration Agreement executed by Notis Global, Inc. and Gridiron BioNutrients, Inc. on or about January 24, 2020 at the mutually agreed terms provided therein.; and

WHEREAS, GMVP desires to receive said Shares as compensation, and the Seller desires to issue said Stock as compensation, upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Shares, the parties hereby agreed as follows:

1.

PURCHASE OR SALE: Subject to the terms and conditions hereinafter set forth, the Seller shall sell, convey, transfer and deliver to the Purchaser certificates representing such Shares, and the Purchaser shall purchase from the Seller the Shares in consideration of the terms set forth in this Agreement. Upon execution of this Agreement the Seller shall immediately order the preparation and deliver to the Buyer the above referenced Shares in certificate form.

2.

REPRESENTATION AND WARRANTIES OF SELLER. Seller hereby warrants and represents:

(a)

Organization and Standing. NGBL is duly organized, validly existing and in good standing under the laws of the State of Nevada and has the corporate power and authority to carry on its business as it is now being conducted.

(b)

Valid Issue. The Shares are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessable, and free from all preemptive rights and encumbrances with respect to the issue thereof. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Shares in any third person or relating to the voting of the Shares. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the Shares, nor are there any securities convertible into the Shares.

3. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder’s fee or other like payment in connection with the transaction contemplated hereby.

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4. GENERAL PROVISIONS.

(a)	Entire Agreement. This Agreement (including any written amendments to this Agreement executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties with regard to the Shares and this Agreement.
(b)	Sections and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
(c)	Governing Law. This agreement and all transactions contemplated in this Agreement shall be governed by, construed and enforced in accordance with the laws of Nevada. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in State of Nevada. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party duly be entitled.

SIGNATURES ON FOLLOWING PAGE

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IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties on the date first above written.

AGREED TO:
Gridiron BioNutrients, Inc.
By:	/s/ Timothy S Orr	(“Purchaser”)
Name:	Timothy Orr, CEO/President
Notis Global, Inc.
By:	/s/ Thomas A. Gallo	(“Seller”)
Name/Title:	Thomas A. Gallo, Executive Director

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EX-10.2

EXHIBIT 10.2

COLLABORATION AGREEMENT

This Collaboration Agreement (this “Agreement”) is made as of January 24, 2020, by and between Notis Global, Inc. (“NGBL”), and GridIron BioNutrients, Inc. (“GMVP”).

1. Collaboration Relationship. During the term of this Agreement, the parties will collaboratively explore and consider potential business opportunities for the parties within various segments of the hemp CBD supply chain including cultivation, extraction and purification and retail products.

2. Fees. As consideration for the services to be provided by GMVP hereunder, upon full execution of the Agreement NGBL shall issue to GMVP 2.5 billion shares of NGBL common stock (the “Securities”). The Securities shall not be registered under the Securities Act of 1933, as amended (the “Act”) and accordingly shall be considered restricted securities. The Parties shall execute a Share Purchase Agreement (the “SPA”) in connection with this Agreement.

3. Term and Termination. Either party may terminate this Agreement at any time upon 10 business days’ written notice.

4. Relationship Among the Parties.. Nothing contained in this Agreement shall be construed to (i) constitute the parties as joint venturers, partners, co-owners or otherwise as participants in a joint undertaking; (ii) constitute a party as an agent, legal representative or employee of the other party; or (iii) authorize or permit a party or any director, officer, employee, agent or other person acting on its behalf to incur on behalf of the other party any obligation of any kind, either express or implied, or do, sign or execute any things, deeds, or documents which may have the effect of legally binding or obligating the other party in any manner in favor of any individual, business, trust, unincorporated association, corporation, partnership, joint venture, limited liability company or other entity of any kind. The parties agree that the relationship among the parties shall be that of independent contractors.

5. Confidential Information. Each party will maintain the confidentiality of the other party’s proprietary and confidential information in accordance with the terms of a confidentiality agreement (the “Confidentiality Agreement”) to be entered into by the parties.

6. Securities Law Matters. In connection with the issuance of the Shares by NGBL to GMVP, GMVP hereby represents and warrants to NGBL as of the date hereof as follows:

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(i) Purchase for Own Account. GMVP is acquiring the Securities solely for GMVP’s own account and beneficial interest for investment and not for sale or with a view to distribution of the Securities or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.

(ii) Information and Sophistication. GMVP hereby: (A) acknowledges that GMVP has received all the information GMVP has requested from NGBL and GMVP considers necessary or appropriate for deciding whether to acquire the Securities, (B) represents that GMVP has had an opportunity to ask questions and receive answers from NGBL regarding the terms and conditions of the Securities and to obtain any additional information necessary to verify the accuracy of the information given GMVP and (C) further represents that GMVP has such knowledge and experience in financial and business matters that GMVP is capable of evaluating the merits and risk of this investment.

(iii) Ability to Bear Economic Risk. GMVP acknowledges that investment in the Securities involves a high degree of risk, and represents that GMVP is able, without materially impairing GMVP’s financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of GMVP’s investment.

(iv) Restrictive Legends. GMVP acknowledges that the Securities shall be issued bearing restrictive legends as required by federal and state laws.

(v) Further Limitations on Disposition. Without in any way limiting the representations set forth above, GMVP further agrees not to make any disposition of all or any portion of the Securities unless and until:

(1) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(2) GMVP shall have notified NGBL of the proposed disposition and furnished NGBL with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by NGBL, GMVP shall have furnished NGBL with an opinion of counsel, reasonably satisfactory to NGBL, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances. The parties acknowledge that Rule 144 will allow dispositions of the Securities by GMVP made in compliance with the requirements of such rule. Such requirements would include, among other things, the satisfaction by GMVP of the holding period requirement set forth in Rule 144(d) (currently six months or one year, as applicable).

(3) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by GMVP to a partner (or retired partner) or member (or retired member) of GMVP in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were GMVPs hereunder.

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(vi) Accredited GMVP Status. GMVP is an “accredited investor” as such term is defined in Rule 501 under the Act.

(vii) No “Bad Actor” Disqualification. Neither GMVP, nor any of its predecessors, affiliates, any manager, executive officer, other officer of GMVP, any beneficial owner (as that term is defined in Rule 13d-3 under the Exchange Act of 1934) of 20% or more of GMVP’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act) connected with GMVP in any capacity as of the date of this Agreement (each, a “GMVP Covered Person” and, together, “GMVP Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). GMVP has exercised reasonable care to determine (i) the identity of each person that is a GMVP Covered Person; and (ii) whether any GMVP Covered Person is subject to a Disqualification Event. GMVP will comply with its disclosure obligations under Rule 506(e).

(viii) Forward-Looking Statements. With respect to any forecasts, projections of results and other forward-looking statements and information provided to GMVP, GMVP acknowledges that such statements were prepared based upon assumptions deemed reasonable by NGBL at the time of preparation. There is no assurance that such statements will prove accurate, and NGBL has no obligation to update such statements.

7. Miscellaneous.

(a) Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Nevada, without giving effect to principles of conflicts of law.

(b) Entire Agreement. This Agreement (together with the Confidentiality Agreement) sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.

(c) Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

(d) Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.

(e) Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in NGBL’s books and records.

(f) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(g) Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

(h) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile or scanned copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original and valid signature.

(i) Electronic Delivery. The parties agree that they may deliver any documents related to this Agreement or any notices required by applicable law by email or any other electronic means.

[Signature Page Follows]

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The parties have executed this Agreement as of the date first written above.

NOTIS GLOBAL, INC.
By:	/s/ Thomas A. Gallo
	(Signature)
Name:	Thomas A. Gallo
Title:	Executive Director
Address:
Email:

GRIDIRON BIONUTRIENTS, INC.
By:	/s/ Timothy S Orr
	(Signature)
Name:	Timothy Orr
Title:	CEO/President
Address:

 4

EX-10.3

EXHIBIT 10.3

SUPPLY AGREEMENT

This Agreement (“the Agreement”), is made by and between EWSD 1, LLC, d/b/a/ SHI FARMS (“Shi Farms”), a Delaware limited liability company and Gridiron BioNutrients, Inc, a Nevada Corporation (“Gridiron”) , each individually “a Party,” and collectively, “the Parties.”

WHEREAS Shi Farms grows industrial hemp and wishes to sell hemp biomass (“Product”); and

Gridiron wishes to purchase Product from Shi Farms; and

Both Parties acknowledge that Shi Farms is the owner of the Product as defined below; and Shi Farms is willing to sell Product to Gridiron and Gridiron desires to acquire in accordance with the terms and conditions set forth below.

NOW, THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Products and Payments

 

A.	Product. Shi Farms agrees to sell Product and Gridiron agrees to purchase 30,000 lbs. of hemp biomass (“Biomass”) from Shi Farms. Biomass must contain a minimum of six percent (6%) total Cannabidiol (CBD/and or CBDA) and all Biomass must have less than three percent (3%) total TCH content. The Biomass must contain no contaminates that are above acceptable industry standards for processing Biomass including but not limited to: Mold and Mildew; Non- Hemp Plant Material; Soil; Insects; Rodent Droppings; Wet or Rotting Material; Heavy Metals; Residual Pesticides or Herbicides; Bacteria.
B.	Pricing. Both Parties mutually agree that the Purchase Price of the Product is determined on a $5.00 per pound basis for a total cost of one hundred fifty thousand dollars ($150,000).
C.	Certificate of Analysis (COA). Both Parties agree that CBD potency numbers are determined by a third-party lab according to standard testing protocol which was provided by the seller. Buyer may take their own samples (“Product Samples”) for testing as well.
D.	Payment. Both Parties agree that once the Parties have agreed to transaction which includes the purchase and sale of the Product that the Buyer will remit payment upon execution of this agreement.
E.	Quarantine. Once the payment has been received, Shi Farms will use its best efforts to quarantine product to ensure safe keeping of the Product until delivery date as agreed by the Parties.
F.	Delivery. Product Samples. The point of delivery of the Product Samples shall be a laboratory determined by Gridiron, if Gridiron determines that third party analysis of the Biomass is required for processing. Shi Farms shall be responsible to ship the Product Samples to the designated laboratory. Biomass. Shi Farms shall be responsible for delivery of the Biomass to the processor determined by Gridiron, in good form as described above “A. Product”.

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2. Term and Termination.

 

A. Termination. Either Party may terminate this Agreement at any time prior to delivery of the Product.

3.

Indemnification. Gridiron and affiliated parties shall indemnify and hold Shi Farms harmless from any claims, losses, actions, damages, liabilities, taxes , obligations, fines, proceedings, deficiencies and out of pocket costs and expenses (including but not limited to attorneys’ fees and disbursements) without limitation resulting from or arising out of any inaccuracy or breach of any representation or warranty; any non-performance or any obligation incurred by Gridiron and its affiliated parties. If any claim or legal proceeding is filed by a third party, prompt notice is required by the one to the other.

4.

Notices. All notices required or permitted under this Agreement must be in writing and delivered by email or personal delivery on the date sent; or if my facsimile on the date sent; or if by certified US mail on the third business day following such mailing; or if by overnight courier, on the next business day.

Shi Farms:	214 39th Lane Pueblo, CO 81006 ATTN: Steven Turetsky
Gridiron:	1119 West 1st Ave - Suite G Spokane, WA 99021 ATTN: Tim Orr

5. Entire Agreement.

A.	Amendment, Waiver, Assignment. This Agreement may not be waived, amended or assigned without an agreed written and signed document, signed by both Parties.
B.	Governing Law. This Agreement and any amendments thereto shall be construed according to the laws of the State of Colorado without regard to conflicts of law principles and any disputes hereunder shall be litigated in a state court in Colorado.
C.	Confidential Information. In the course of performing their respective obligations, each party will enter into possession of information of the other party which the Parties wish to protect and deem “Confidential Information.” This will include all Intellectual Property, processes, pricing, and any information that is marked confidential. When the Agreement ends, each party shall return all copies of any such information to the other and take every reasonable measure to preclude its representatives from sharing or keeping such information. Failure to do so shall constitute a material breach of this Agreement with all rights and remedies available to the party whose material has been Disclosed.
D.	Counterparts and Severability. This document may be signed in counterparts which, when taken together, constitute the whole. Should any provision of this Agreement deemed unenforceable and thus stricken, the remainder of the Agreement remains in full force and effect upon both parties.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date below.

EWSD 1, LLC d/b/a Shi Farms		Gridiron BioNutrients, Inc.
BY:	/s/ Thomas A. Gallo	BY:	/s/ Timothy S Orr
Date:	1/26/2020	Date:	1/27/2020
Name:	Thomas A. Gallo	Name:	Timothy Orr- President
Title:	Executive Director

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EX-10.4

EXHIBIT 10.4

EWSD 1, LLC

d/b/a

SHI FARMS

AMENDED AND RESTATED 12.5% ORIGINAL ISSUE DISCOUNT
PROMISSORY NOTE

THIS AMENDED AND RESTATED 12.5% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THIS AMENDED AND RESTATED 12.5% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THIS AMENDED AND RESTATED 12.5% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Original Principal Amount: $112,500	Note Issue Date: January 24, 2019
Consideration Paid: $100,000

FOR VALUE RECEIVED, EWSD 1, LLC d/b/a Shi Farms, a Delaware limited liability company (together with its successors and assigns, the “Company”), with principal offices at 65 Mechanic Street Suite 205 Red Bank, NJ 07701, hereby promises to pay to the order of GridIron BioNutrients, Inc., with principal offices at , or the Holder’s (as defined below) permitted assigns, the principal sum of One Hundred Twelve Thousand Five Hundred and 00/100^ths Dollars ($112,500.00) (the “Original Principal Amount”).

The unpaid Original Principal Amount shall be due and payable at the principal offices of the Company or by check or wire transfer of immediately available funds to the address of the Holder of this 12.5% Original Issue Discount Promissory Note (this “Note”) in lawful money of the United States, pursuant to Section 2 hereof. This Note shall be funded by a One Hundred Thousand and 00/100^ths Dollars ($100,000.00) payment (the “Consideration Amount”) by a wire transfer of immediately available funds by the Holder to the Company, which shall be tendered as of the Note Issue Date.

The following is a statement of the rights of Holder and the conditions to which the Note is subject, and to which Holder hereof, by the acceptance of this Note, agrees:

1. Definitions. Unless the context requires otherwise, the following definitions shall apply for all purposes of this Note. Other definitions are defined elsewhere in this Note.

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1.1 “Aggregate Principal Amount” means the aggregate principal amount of this Note.

1.2 “Holder” means any person or entity that shall at the time be the registered holder of this Note.

1.3 “Loan Balance” means the Original Principal Amount.

1.4 “Original Issue Discount” means the 12.5% discount on the Original Principal Amount that exceeds the consideration paid by the initial Holder.

1.5 “Note Issue Date” means the date on which this Note was issued, such date as is first referenced above.

2. Loan Amount and Repayment of the Note. The Company shall repay its obligations under the Note to the Holder in cash with the revenues (the “Revenues”) that the Company bills and collects from its sales of derivative products of hemp planted and harvested in 2020 (the “2020 Derivative Products”), as follows: (i) an aggregate of 12.5% of the Revenues shall be paid to the Holder in cash until the Loan Balance has been fully paid and thereafter (ii) an aggregate of 3.75% of the Revenues shall be paid to the Holder until all of the 2020 Derivative Products have been sold. The Company shall pay the Revenues within forty-five (45) calendar days after the end of each calendar quarter in which the Company bills and collects Revenues from the 2020 Derivative Products. In the event that the Loan Balance has not been fully paid after all of the 2020 Derivative Products have been sold, the Company shall repay to the Holder in cash an aggregate of 12.5% of the Revenues that the Company bills and collects from its sales of derivative products of hemp planted and harvested in future years until the Loan Balance has been repaid. Notwithstanding anything to the contrary in this Note, the periodicity of above-referenced payments shall be modified to a monthly basis and payments will be modified to 15 days in arrears from and after April 1, 2021, such that the payment that would be calculated for revenue of other economic activity for the month of April 2021 would result in the relevant payment therefor being due and payable on May 15, 2021, and so on.

3. Issuance of Warrants. Pursuant to this Note, Notis Global Inc., the parent company of the Company (“Notis”) shall issue to the Holder One Hundred Thousand (100,000) Warrants (the “Warrants”). Each Warrant is exercisable to purchase one share of the Company’s common stock (the “Common Stock”), at an exercise price of $0.0001 per share during the period commencing on the Note Issue Date and ending on January 21, 2025.

4. Future Royalty. The Company shall pay to the Holder an aggregate of 2.5% in cash of the revenues that the Company bills and collects from its sales of derivative products of hemp planted and harvested in 2021, 2022, 2023, 2024, and 2025 (the “Future Royalty”). Future Royalty payments shall be made, on a calendar quarterly basis, thirty (30) days after the end of each calendar quarter, commencing with the first calendar quarter in which derivative product from hemp planted and harvested in the corresponding year is sold.

5. Termination of Royalty. The Company shall be entitled to terminate its obligation under the Note to pay the Future Royalty with a cash payment to the Holder (the “Termination Fee”). If the Company terminates its obligation to pay the Future Royalty under the Note on or before the first anniversary of the Note Issue Date (i.e., on or before January 21, 2021), then the Termination Fee shall be One Hundred Tweleve Thousand Five Hundred and 00/100^ths Dollars ($112,500.00). Notwithstanding the above, the Company’s termination rights shall not vest until November 15, 2021. If the Company terminates its obligation to pay the Future Royalty after the first anniversary of the Note Issue Date but on or before the second anniversary of the Note Issue Date (i.e., on or after January 21, 2021, through and including January 20, 2022), then the Termination Fee shall be Two Hundred Twenty Five Thousand and 00/100^ths Dollars ($225,000.00). If the Company terminates its obligation to pay the Future Royalty after the second anniversary of the Note Issue Date but on or before the third anniversary of the Note Issue Date (i.e., on or after January 21, 2022, through and including January 20, 2023), then the Termination Fee shall be Three Hundred Thirty Seven Thousand Five Hundred and 00/100^ths Dollars ($337,500.00). If the Company terminates its obligation to pay the Future Royalty after the third anniversary of the Note Issue Date (i.e., on or after January 21, 2023), then the Termination Fee shall be Four Hundred Fifty Thousand and 00/100^ths Dollars ($450,000.00).

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6. Limited Override Authority. While any of the Aggregate Principal Amount remains outstanding, but prior to the Company’s parent corporation Notis Global, Inc. (“Notis”) first becoming current after the Note Issue Date with its quarterly and annual reporting obligations under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Holder shall be promptly provided with written notification of the approval by the Company’s Board of Directors of any material financing, joint venture, merger, or consulting agreement (material being defined as five hundred thousand dollars ($500,000.00) or more and may in the reasonable exercise of its discretion, utilize the authority granted hereby to override the Board of Director’s approval of any such transaction, such that the Company would lose its authority to consummate the transactions contemplated by such agreement; provided, however, that, for the Holder’s exercise of such authority to be effective, the Company’s Chairman of the Board must have received the Holder’s notice of its exercise thereof not later than the second business day after the Holder was provided with such original written notification.

7. Events of Default. The entire unpaid Loan Balance shall, on written notice to the Company given by the Holder, forthwith become and be due and payable if any one or more of the following events (each, an “Event of Default”) shall have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or be affected or come about by operation of law pursuant to or in compliance with any judgment, decree, or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing. An Event of Default shall occur:

7.1 if failure shall be made in the payment of the Original Principal Amount due under this Note, when and as the same shall become due and such failure shall continue for a period of five (5) business days after such payment is due; or

7.2 if the Company shall consent to the appointment of a receiver, trustee or liquidator of itself or of a substantial part of its property, or shall make a general assignment for the benefit of creditors, or shall file a voluntary petition in bankruptcy, or an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect) or an answer admitting the material allegations of a petition filed against the Company in any such proceeding, or shall by voluntary petition, answer or consent, seek relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or winding up of entities, or an arrangement, composition, extension or adjustment with its or their creditors, or shall, in a petition in bankruptcy filed against it or them be adjudicated a bankrupt; or

7.3 if an involuntary petition shall be filed against the Company under any now existing or future bankruptcy, insolvency or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors, and such petition shall not be vacated, stayed or set aside within ninety (90) days from the filing thereof; or

7.4 The Company shall breach any material agreement, covenant or other material term or condition contained in this Note, which breach continues uncured for a period of fifteen (15) days after receipt of written notice from the Holder.

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8. Accredited Investor. By its acceptance hereof, the Holder hereby represents that, at the time the Holder was offered this Note, the Holder was, and as of the Note Issue Date is, an “accredited investor,” as defined in Rule 501(a) of Regulation D.

9. Waivers. The Company expressly waives presentment for payment, protest and demand, notice of protest, demand, and dishonor and expressly agrees that either or both of the THIS Note may be extended from time to time without in any way affecting the liability of the Company.

10. Holder Acknowledgement. By its acceptance hereof, the Holder hereby acknowledges that it has been advised that, as of the Note Issue Date, Notis is not current with its quarterly and annual reporting obligations under Section 13 or 15(d) of the 1934 Act. By accepting this Note, the Holder further acknowledges that it has been furnished by the Company with all information regarding the Company and any additional information that the Holder has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the terms and conditions of this Note.

11. No Rights or Liabilities as Stockholder. Except as otherwise set forth herein, this Note does not entitle the Holder to any voting, approval rights or other rights as an equity holder of the Company.

12. No Impairment. The Company will not, by amendment of its Articles of Incorporation or Bylaws (each as may be amended from time to time), or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, willfully avoid or seek to avoid the observance or performance of any of the terms of this Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder under this Note against impairment.

13. No Third-Party Beneficiaries. Nothing expressed or referred to in this Note is intended to or shall be construed to give any person or entity other than the Holder and the Holder’s successors and permitted assigns, any legal or equitable right, remedy, or claim under or in respect of this Note or any provision contained herein.

14. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflict of laws thereof.

15. Headings. The headings and captions used in this Note are used only for convenience and are not to be considered in construing or interpreting this Note.

16. Notices. All notices, statements or other documents that are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party, or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

17. Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Note and the balance of this Note shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with their terms.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties have caused this 12.5% Original Issue Discount Promissory Note to be signed in its name as of the date first above written.

EWSD 1, LLC d/b/a Shi Farms
By:	/s/ Thomas A. Gallo
Name:
Title:	Executive Director
GridIron BioNutrients, Inc.
By:	/s/ Timothy S Orr
Name:	Timothy Orr
Title:	CEO/President

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EX-10.5

EXHIBIT 10.5

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

NOTIS GLOBAL, INC.

Warrant Shares: 100,000,000 Initial Exercise Date: January 24, 2020

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GridIron BioNutrients, Inc., or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 24, 2020 (the “Initial Exercise Date”), and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Notis Global, Inc., a Nevada corporation (the “Company”), up to one hundred million (100,000,000) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being granted in connection with that certain 12.5% Original Issue Discount Promissory Note with the issue date of January 24, 2020, of the Company’s subsidiary EWSD 1, LLC d/b/a Shi Farms (the “Subsidiary”) in favor of Holder (the “Note”).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Note.

Section 2. Exercise.

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise form annexed hereto and within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank or, if available, pursuant to the cashless exercise procedure specified in Section 2(c) below. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

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b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $0.0001, subject to adjustment hereunder (the “Exercise Price”).

c) Cashless Exercise. If at any time there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = the VWAP on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

d) Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise and (B) surrender of this Warrant (if required) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.

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ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares that the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share that Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise.

vii. Closing of Books. The Company will not close its stockholder books or records in any manner that prevents the timely exercise of this Warrant, pursuant to the terms hereof.

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e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock that would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the 1934 Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any such increase or decrease will not be effective until the 61^st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) that may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

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Section 3. Certain Adjustments.

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (that, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re‑classification.

b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

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d) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash, or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant that is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price that applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and that is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

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e) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f) Notice to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

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Section 4. Transfer of Warrant.

a) Transferability. Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer that may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the Company’s then-standard policies, procedures, and protocols in respect of a resale or transfer of its restricted securities.

e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

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Section 5. Miscellaneous.

a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends, or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (that, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized Shares.

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares that may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Notwithstanding anything to the contrary contained herein, and, by acceptance of this Warrant, the Holder acknowledges that, as of the Initial Exercise Date, the Company does not have a sufficient number of its authorized and unissued or otherwise unreserved shares of its Common Stock to be in compliance with the covenants contained herein. By acceptance of this Warrant, the Holder acknowledges that such covenants shall not become effective unless and until the Company shall have has increased its authorized capital to such a number of shares of its Common Stock such that these covenants shall become operative, which operative event, the Company covenants, shall be not later than seventy-five (75) days following the Company’s filing of its Information Statement on Schedule 14C with the Securities and Exchange Commission in respect of such increased amount

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Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action that would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflict of laws thereof.

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers, or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Note.

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

NOTIS GLOBAL, INC.

By:

Name:

Title:

11

EXHIBIT A

NOTICE OF EXERCISE

TO:     NOTIS GLOBAL, INC.

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

¨ in lawful money of the United States; or

¨ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

_______________________________

_______________________________

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity: _____________________________________________

Signature of Authorized Signatory of Investing Entity: _______________________

Name of Authorized Signatory: _________________________________________

Title of Authorized Signatory: __________________________________________

Date: ____________________

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EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:
	(Please Print)
Address:
	(Please Print)
Dated: _______________ __, ______
Holder’s Signature: _____________________
Holder’s Address: ______________________

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EX-10.6

EXHIBIT 10.6

STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made and entered into this 28th day of January 2020, by and between Gridiron BioNutrients, Inc. (“Purchaser”) and Grays Peak Ventures (“Seller”) with regard certain capital stock of Gridiron BioNutrients, Inc. a Nevada corporation (“Corporation”).

WHEREAS, the Seller is the record owner and holder of certain issued and outstanding shares of capital stock of the Corporation which is the subject of this Agreement;

WHEREAS, the Seller is willing to sell seventy-seven million eight hundred seventy-two thousand five hundred (77,872,500) shares (the “Shares”) of the Corporation’s common stock at an agreed price of $0.0010273 per share for an aggregate amount of eighty thousand dollars ($80,000.00) (“Purchase Price”); and

WHEREAS, the Purchaser desires to purchase the Shares, and the Seller desires to sell the Shares, upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Shares, the parties hereby agreed as follows:

1. PURCHASE OR SALE: Subject to the terms and conditions hereinafter set forth, the Seller hereby sells, conveys, transfers and delivers to the Purchaser the Shares, and the Purchaser hereby purchases from the Seller the Shares in consideration of the Purchase Price set forth in this Agreement. Upon receipt of the Purchase Price from the Buyer via wire or cashier’s check, the Seller shall immediately order the preparation and deliver to the Buyer the above referenced Shares in certificate form. The Purchase Price is to be paid against delivery of the Shares by Seller in proper form as follows: (a) with respect to the Shares held in certificate form, the Seller must deliver (in accordance with delivery instructions provided by the Purchaser) certificates representing such shares, properly endorsed for transfer to the Purchaser and with appropriate medallion signature guarantees, and (b) with respect to the Shares held in uncertificated form, if any, the Seller must deliver a notification and/or stock power (with appropriate medallion signature guarantees) from the registered owner of such shares that it holds such shares for the Purchaser, and which directs the Corporation’s transfer agent that the transfer of such shares be effected. The Seller or his settlement agents must make the deliveries contemplated by this section not later than February 7, 2020.

2. REPRESENTATION AND WARRANTIES OF SELLER. Seller hereby warrants and represents:

(a) Organization and Standing. Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware and has the power and authority to carry on its business as it is now being conducted.

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i.	The Seller is not a party to any agreement, written or oral, creating rights in respect to the Shares in any third person or relating to the voting of the Shares;
ii.	Seller is the lawful owner of the Shares, free and clear of all security interests, liens, encumbrances, equities and other charges; and
iii.	There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the Shares, nor are there any securities convertible into the Shares.
iv.	The execution, delivery and performance of this Agreement by the Seller does not (i) conflict with or violate the charter or by-laws, partnership or other governing documents of the Seller, or (ii) conflict with or violate any order, writ, judgment, injunction, decree, determination, contract or award applicable to Setter.

3. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder’s fee or other like payment in connection with the transaction contemplated hereby. The parties’ representations and warranties contained in this Agreement shall be true and correct, and with the same effect, as though such representations and warranties had been made, on and as of the date that the transaction contemplated by Section 1 hereof is completed.

4. GENERAL PROVISIONS.

(a)	Entire Agreement; Assignment. This Agreement (including any written amendments to this Agreement executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties with regard to the Stock and this Agreement. This Agreement may not be assigned without written consent of the parties to this Agreement.
(b)	Sections and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
(c)	Governing Law. This agreement and all transactions contemplated in this Agreement shall be governed by, construed and enforced in accordance with the laws of Nevada. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in State of Nevada. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party duly be entitled.

SIGNATURES ON FOLLOWING PAGE

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IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties on the date first above written.

AGREED TO:

Gridiron BioNutrients, Inc.
By:	/s/ Timothy S Orr	(“Purchaser”)
Name:	Timothy Orr, CEO
Grays Peak Ventures
By:	/s/ Scott Stevens	(“Seller”)
Name:	Scott Stevens, Manager

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EX-99.1

EXHIBIT 99.1

Gridiron BioNutrients enters into a Collaboration Agreement and executes a Biomass Supply Agreement Further Advancing its Expansion into the CBD Oil Market

(February 5, 2020) SCOTTSDALE, AZ – Gridiron BioNutrients™ (OTCQB: GMVP), announces it has taken key steps into expanding its business within the CBD Oil processing space. Gridiron executed a Collaboration Agreement with Notis Global, Inc. (OTC:NGBL) and secured a Biomass Supply Agreement along with a revenue share for 2020 Biomass sales with Shi Farms located in Colorado.

Tim Orr, President of Gridiron BioNutrients commented, “We are excited to execute on these key steps to accelerate our business growth. We executed a Collaboration Agreement with Notis Global, Inc.; where each party brings their expertise to evaluate business opportunities within the hemp CBD supply chain including cultivation, extraction, purification and retail products. GMVP was issued 2.5 billion shares of NGBL common stock as consideration. Moreover, we also executed a Biomass Supply Agreement with Shi Farms, located in Colorado that provides us consistent Hemp Biomass supply on a monthly basis with fixed pricing. I believe executing these important steps will provide Gridiron positive momentum in moving its business forward.”

GridIron recently received $499,500.00 of financing via a 10% Original Issue Discount 10% Convertible Redeemable Senior Secured Note. These funds will enable us to continue to expand into the CBD Oil processing space and allow us to consolidate our current capitalization table.

Please refer to the 8K for further details.

About Gridiron BioNutrients™

Gridiron is in the CBD space with and has had a focused on the development and commercialization of high-quality innovative CBD products within the health and wellness marketplace. Gridiron strives to formulate and design products that maximize the human body’s potential enabling individuals to heal faster, train longer and recover quicker.

Contact

Email:                     ir@gridironmvp.com or info@gridironmvp.com

Official Website: www.gridironbionutrients.com ; www.gridironmvp.com

Brands:                 www.gridironbionutrients.com ; www.gridironmvp.com

Follow us:

Facebook @gridironmvp - Instagram @gridironmvp - Twitter @gridironmvp

Safe Harbor Statement

Except for historical information contained herein, statements in this release may be forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate”, “believe”, “estimate”, “expect”, “intend” and similar expressions, as they relate to Gridiron BioNutrients Inc. (the “Company”) or its management, identify forward-looking statements. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in the Company’s filings with the Securities and Exchange Commission. Factors which could cause actual results to differ materially from these forward-looking statements include such factors as (i) the development and protection of our brands and other intellectual property, (ii) the need to raise capital to meet business requirements, (iii) significant fluctuations in marketing expenses, (iv) the ability to achieve and expand significant levels of revenues, or recognize net income, from the sale of our products and services, (v) the Company’s ability to conduct the business if there are changes in laws, regulations, or government policies related to cannabis, (vi) management’s ability to attract and maintain qualified personnel necessary for the development and commercialization of its planned products, and (vii) other information that may be detailed from time to time in the Company’s filings with the United States Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Gridiron BioNutrients, Inc.