UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
December 11, 2015
Zonzia Media, Inc.
(Exact Name of Registrant as Specified in
its Charter)
Nevada |
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002-75313 |
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84-0871427 |
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
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(I.R.S. Employer Identification No.) |
74 N. Pecos Road, Suite D, Henderson, NV |
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89074 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (702) 463-8528
_____________________________________
(Former Name or Address, 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:
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))
Section
1 – Registrant’s Business and Operations
Item 1.01 Entry Into A Material Definitive
Agreement.
On December 11, Zonzia
Media, Inc. (the “Company”) entered into an Equity Purchase Agreement (the “Agreement”) with Kodiak Capital
Group, LLC (the “Investor”), pursuant to which the Company has the right to sell up to $2,000,000 of the Company’s
common stock, subject to conditions the Company must satisfy as set forth in the Agreement, including the effectiveness of a registration
statement on Form S-1 with the Securities and Exchange Commission (the “SEC”). Following effectiveness of our registration
statement with the SEC, we can deliver a put under the Agreement by selling shares of our common stock to Kodiak and Kodiak will
be obligated to purchase the shares.
For each share of common
stock purchased under the Agreement, the Investor will pay 70% of the lowest closing bid price on the Company’s principal
market for the shares of common stock at such time as quoted by Bloomberg Finance L.P. for any of the 5 trading days immediately
following the Company’s delivery of the shares of the Company’s common stock to the Investor’s brokerage account
pursuant to the Company’s corresponding put notice to the Investor. In no event, however, shall the number of shares of common
stock issuable to the Investor pursuant to a put notice cause the aggregate number of shares of common stock beneficially owned
by the Investor and its affiliates to exceed 9.99% of the Company’s outstanding common stock at the time.
The shares of common
stock to be issued to the Investor under the Agreement will be issued pursuant to an exemption from registration under the Securities
Act of 1933, as amended (the “ Securities Act ”), pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D
promulgated thereunder. The Investor represented to the Company that it is a “sophisticated investor” as defined in
Rule 506(b)(2)(ii) under the Securities Act and an “accredited investor” as defined in Rule 501(a) under the Securities
Act.
As a condition precedent
to the Company’s right to deliver a put notice, the shares of common stock offered and sold under the Agreement must be registered
for resale. The Company has entered into a registration rights agreement (the “Registration Rights Agreement”) with
the Investor, pursuant to which the Company has an obligation to file a registration statement with the SEC covering the resale
by the Investor of any shares to be issued to the Investor under the Agreement.
The Company’s
right to deliver a put notice and the obligations of the Investor with respect to a put is subject to the Company’s satisfaction
of a number of conditions, including, but not limited to:
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· |
That the Company’s common stock is trading on its principal market; |
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· |
The Company shall not have been notified of any pending or threatened proceedings or other action to suspend the trading of the Company’s common stock; |
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That a registration statement relating to the resale of the shares sold to the Investor is effective. |
Unless earlier terminated
in accordance with its terms, the Agreement shall terminate on the earlier of: (i) December 31, 2016; or (ii) the date on which
the Investor shall have purchased an aggregate of $2,000,000 of the Company’s common stock pursuant to the Agreement.
The preceding description
of the Agreement and Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference
to the Agreement, which is filed as Exhibit 10.1 to this report and incorporated herein by reference, and the Registration Rights
Agreement, which is filed as Exhibit 10.2 to this report and the promissory Note which is filed as exhibit 10.3 to this report,
all of such Exhibits are incorporated herein by reference.
Section 3 – Securities and Trading
Markets
Item 3.02 Unregistered Sales of Equity
Securities.
The information set
forth in Item 1.01 hereof is hereby incorporated by reference into this Item 3.02. The sale of securities pursuant to the Equity
Purchase Agreement will be exempt from registration pursuant to the provisions of Section 4(a)(2) of the Securities Act and Rule
506 of Regulation D promulgated thereunder. Each of the Investors represented to the Company that it (i) is an “accredited
investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, (ii) is knowledgeable, sophisticated
and experienced in making investment decisions of this kind, and (iii) has had adequate access to information about the Company.
Section 7- Regulation FD
Item 7.01 Regulation FD
Disclosure
On December 17, the
Company issued a press release announcing that it has entered into a $2.0M Equity Purchase Agreement (the “Agreement”)
with Kodiak Capital Group wherein the Company has the right to sell to, and Kodiak is obligated to purchase up to $2,000,000 of
the Company’s common stock in accordance with the terms and conditions of the Agreement.
A copy of the news release is attached as Exhibit 99.1 hereto
and incorporated herein by reference.
This disclosure does not constitute an offer to sell, or the
solicitation to buy, any such security.
Item 9.01 |
Financial Statements and Exhibits. |
Exhibit No. |
|
Description |
10.1 |
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Form of Equity Purchase Agreement dated as of December 11, 2015 between the Company and the Investor. |
10.2 |
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Form of Registration Rights Agreement dated as of December 11, 2015 between the Company and the Investor. |
10.3 |
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Form of Promissory Note dated as of December 11, 2015 executed by the Company in favor of the Investor. |
99.1 |
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News Release dated December 17, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Zonzia Media, Inc. |
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Date: December 17, 2015 |
By: |
/s/ Johnathan Adair |
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Name: Johnathan Adair
Title: Chief Executive Officer |
Exhibit 10.1
EQUITY PURCHASE AGREEMENT
THIS EQUITY PURCHASE AGREEMENT
entered into as of the 11th day of December, 2015 (this "AGREEMENT"), by and between
KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company ("INVESTOR"), and ZONZIA MEDIA, INC., a Nevada corporation
(the "COMPANY").
WHEREAS, the parties
desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to Investor, from
time to time as provided herein, and Investor shall purchase up to Two Million Dollars ($2,000,000) of the Company’s Common
Stock (as defined below); and
NOW, THEREFORE, the parties hereto agree as
follows:
ARTICLE I
CERTAIN DEFINITIONS
Section
1.1 DEFINED TERMS as used in this Agreement, the following terms shall have the following meanings specified or indicated (such
meanings to be equally applicable to both the singular and plural forms of the terms defined)
"AGREEMENT" shall have the meaning
specified in the preamble hereof.
"BY-LAWS" shall have the meaning specified in Section 4.7.
"CLAIM NOTICE" shall have the meaning
specified in Section 9.3(a).
“CLEARING DATE”
shall be the date in which the Put Shares have been deposited into the Investor’s brokerage account.
"CLOSING" shall
mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.
"CLOSING CERTIFICATE" shall mean
the closing certificate of the Company in the form
of Exhibit B hereto.
"CLOSING
PRICE" shall mean the closing bid price for the Company’s common stock on the Principal Market on a Trading Day as reported
by Bloomberg Finance L.P.
"COMMITMENT
PERIOD" shall mean the period commencing on the Execution Date, and ending on the date on which Investor shall have purchased
Put Shares pursuant to this Agreement for an aggregate Purchase Price of the Maximum Commitment Amount or December 31, 2016.
"COMMON
STOCK" shall mean the Company's common stock, $0.001 par value per share, and any shares of any other class of common stock
whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and
assets (upon liquidation of the Company).
"COMPANY" shall have the meaning
specified in the preamble to this Agreement.
“CONVERTIBLE NOTE” shall have the
meaning as further described and specified in
Section 2.1.(b).
"DAMAGES"
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys' fees and
disbursements and costs and expenses of expert witnesses and investigation).
"DISPUTE PERIOD" shall have the
meaning specified in Section 9.3(a).
"DTC" shall have the meaning specified in Section 2.3.
"DWAC" shall have the meaning specified
in Section 2.3.
"EXCHANGE
ACT" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.
“EXCHANGE CAP” shall have the
meaning set forth in Section 7.1(c).
"EXECUTION DATE" shall mean the date that of the Agreement.
"FAST" shall
have the meaning specified in Section 2.3.
"FINRA" shall mean the Financial
Industry Regulatory Authority, Inc.
"INVESTMENT
AMOUNT" shall mean the Put Shares referenced in the Put Notice multiplied by the Purchase Price.
"INDEMNIFIED PARTY" shall
have the meaning specified in Section 9.3(a).
"INDEMNIFYING PARTY" shall have the meaning specified in Section
9.3(a).
"INDEMNITY NOTICE" shall have the meaning specified in Section 9.3(b).
"INVESTOR" shall have the
meaning specified in the preamble to this Agreement.
"LEGEND" shall have the meaning specified in Section 8.1.
"MARKET
PRICE" shall mean the lowest closing bid price on the Principal Market for any Trading Day during the Valuation Period, as
reported by Bloomberg Finance L.P.
"MATERIAL
ADVERSE EFFECT" shall mean any effect on the business, operations, properties, or financial condition of the Company that
is material and adverse to the Company and/or any condition, circumstance, or situation that would prohibit or otherwise materially
interfere with the ability of the Company to enter into and perform its obligations under any of this Agreement.
"MAXIMUM COMMITMENT AMOUNT"
shall mean Two Million Dollars ($2,000,000).
"PERSON" shall mean an individual, a corporation, a partnership, an
association, a trust or other entity or organization, including a government or political subdivision or an agency or
instrumentality thereof.
"PRINCIPAL
MARKET" shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, Nasdaq), or principal quotation systems (i.e. OTCQX,
OTCQB, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time the principal trading
platform or market for the Common Stock.
"PURCHASE
PRICE" shall mean 70% of the Market Price on such date on which the Purchase Price is calculated in accordance with the terms
and conditions of this Agreement.
"PUT"
shall mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions
of this Agreement.
"PUT
DATE" shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section 2.2(b).
"PUT
NOTICE" shall mean a written notice, substantially in the form of Exhibit A hereto, to Investor setting forth the Put Shares
with respect to which the Company intends to require Investor to purchase pursuant to the terms of this Agreement.
"PUT
SHARES" shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put
Notice in accordance with the terms and conditions of this Agreement.
"REGISTERED
SECURITIES" shall mean the (a) Put Shares, (b) Commitment Note and (c) any securities issued or issuable with respect to any
of the foregoing by way of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization or otherwise. As to any particular Registered Securities, once issued such securities
shall cease to be Registrable Securities when (i) a Registration Statement has been declared effective by the SEC and such Registrable
Securities have been disposed of pursuant to a Registration Statement, (ii) such Registrable Securities have been sold under circumstances
under which all of the applicable conditions of Rule 144 are met, (iii) such time as such Registrable Securities have been otherwise
transferred to holders who may trade such shares without restriction under the Securities Act or (iv) in the opinion of counsel
to the Company, which counsel shall be reasonably acceptable to Investor, such Registrable Securities may be sold without registration
under the Securities Act or the need for an exemption from any such registration requirements and without any time, volume or manner
limitations pursuant to Rule 144(b)(i) (or any similar provision then in effect) under the Securities Act.
"REGISTRATION
STATEMENT" shall mean the Company’s effective registration statement on file with the SEC, and any follow up registration
statement or amendment thereto.
"REGULATION D" shall mean Regulation
D promulgated under the Securities Act.
"RULE 144"
shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.
"SEC" shall mean the United States
Securities and Exchange Commission.
"SECURITIES ACT" shall have the meaning specified in the recitals of this Agreement.
"SEC DOCUMENTS"
shall mean, as of a particular date, all reports and other documents filed by the Company pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the Company's then most recently completed and reported fiscal year as of the time in question
(provided that if the date in question is within ninety days of the beginning of the Company's fiscal year, the term shall include
all documents filed since the beginning of the preceding fiscal year).
“SHORT
SALES” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.
"SUBSCRIPTION
DATE" shall mean the date on which this Agreement is executed and delivered by the Company and Investor.
"THIRD PARTY CLAIM" shall have the
meaning specified in Section 9.3(a).
“TRADING DAY” shall mean a day
on which the Principal Market shall be open for
business.
“TRANSACTION DOCUMENTS” shall mean
this Agreement and the Registration Rights
Agreement.
"TRANSFER
AGENT" shall mean the transfer agent for the Common Stock (and to any substitute or replacement transfer agent for the Common
Stock upon the Company's appointment of any such substitute or replacement transfer agent).
"UNDERWRITER"
shall mean any underwriter participating in any disposition of the Registered Securities on behalf of Investor pursuant to the
Registration Statement.
"VALUATION
PERIOD" shall mean the period of five (5) Trading Days immediately following the Clearing Date associated with the applicable
Put Notice during which the Purchase Price of the Common Stock is valued. Investor shall notify the Company in writing of the occurrence
of the Clearing Date associated with a Put Notice. The Valuation Period shall begin the first Trading Day following such written
notice from Investor.
ARTICLE II
PURCHASE AND SALE OF
COMMON STOCK
(a)
PUTS. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), on any Put
Date the Company may exercise a Put by the delivery of a Put Notice.
(b)
COMMITMENT NOTE. As a condition for the execution of this Agreement by the Investor, the Company shall issue to the Investor a
convertible note in the principal amount equal to $120,000.00 (the “Note”) on the Subscription Date. During the first
180 days of the Convertible Note is in effect, the Company shall have the option to redeem this Convertible Note and pay the Investor
150% of the unpaid principal and accrued interest amount due under this Convertible Note, in full. The redemption must be be closed
and paid within 3 business days of the Company sending the Investor a notice of redemption of the Convertible Note.
(a)
PUT NOTICE. At any time and from time to time during the Commitment Period, the Company may deliver a Put Notice to Investor, subject
to the conditions set forth in Section 7.2. On the Put Date the Company shall deliver to Investor’s brokerage account the
Put Shares referenced in the Put Notice.
(b)
DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by email by Investor
if such notice is received on or prior to 09:00 New York time, or (ii) the immediately succeeding Trading Day if it is received
by email after 09:00 New York time on a Trading Day or at any time on a day which is not a Trading Day. The Valuation Period will
commence on the Clearing Date.
Section 2.3 CLOSINGS. At the end of the Valuation Period the Purchase Price shall be established; if the value of the Put Shares
initially delivered to Investor is greater than the Maximum Commitment Amount then immediately after the Valuation Period the Investor shall deliver to Company the Put Shares surplus associated with such Put. The Closing of a Put shall occur upon the first Trading Day following the completion of the Valuation Period, whereby Investor shall deliver the Investment Amount, by wire transfer of immediately available funds to an account designated by the Company. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF INVESTOR
Investor represents and warrants to the Company
that:
Section
3.1 INTENT. Investor is entering into this Agreement for its own account and Investor has no present arrangement (whether or
not legally binding) at any time to sell the Registered Securities to or through any person or entity; provided, however, that
Investor reserves the right to dispose of the Registered Securities at any time in accordance with federal and state securities
laws applicable to such disposition.
Section
3.2 NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and
the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying
solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or
agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or
the securities laws of any jurisdiction.
Section
3.3 SOPHISTICATED INVESTOR. Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an
accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters
that it is capable of evaluating the merits and risks of an investment in the Registered Securities. Investor acknowledges that
an investment in the Registered Securities is speculative and involves a high degree of risk.
Section
3.4 AUTHORITY. (a) Investor has the requisite power and authority to enter into and perform its obligations under this Agreement
and the transactions contemplated hereby in accordance with its terms; (b) the execution and delivery of this Agreement
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
and no further consent or authorization of Investor or its partners is required; and (c) this Agreement has been duly authorized
and validly executed and delivered by Investor and constitutes a valid and binding obligation of Investor enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally
the enforcement of, creditors' rights and remedies or by other equitable principles of general application.
Section
3.5 NOT AN AFFILIATE. Investor is not an officer, director or "affiliate" (as that term is defined in Rule 405 of
the Securities Act) of the Company.
Section
3.6 ORGANIZATION AND STANDING. Investor is a limited liability company duly organized, validly existing and in good standing under
the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry
on its business as now being conducted. Investor is duly qualified and in good standing in every jurisdiction in which the nature
of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so
to qualify would not have a material adverse effect on Investor.
Section
3.7 ABSENCE OF CONFLICTS. The execution and delivery of this Agreement and any other document or instrument contemplated hereby,
and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof,
will not (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor, (b) violate
any provision of any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any
of its assets is bound, or conflict with or constitute a material default thereunder, (c) result in the creation or imposition
of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty
owed by Investor to any third party, or (d) require the approval of any third-party (that has not been obtained) pursuant to any
material contract, instrument, agreement, relationship or legal obligation to which Investor is subject or to which any of its
assets, operations or management may be subject.
Section
3.8 DISCLOSURE; ACCESS TO INFORMATION. Investor had an opportunity to review copies of the SEC Documents filed on behalf of
the Company and has had access to all publicly available information with respect to the Company.
Section 3.9 MANNER
OF SALE. At no time was Investor presented with or solicited by or through any leaflet, public promotional meeting, television
advertisement or any other form of general solicitation or advertising.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY
The Company represents and warrants to Investor
that, except as disclosed in the SEC Documents:
Section 4.1 ORGANIZATION
OF THE COMPANY. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State
of Nevada and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now
being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction
in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which
the failure so to qualify would not have a Material Adverse Effect.
Section
4.2 AUTHORITY. (a) The Company has the requisite corporate power and authority to enter into and perform its obligations under
this Agreement and to issue the Put Shares; (b) the execution and delivery of this Agreement by the Company and the consummation
by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further
consent or authorization of the Company or its Board of Directors or stockholders is required; and (c) each of this Agreement and
has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles
of general application.
Section
4.3 CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of 2,000,000,000 shares of Common
Stock, $0.001 par value per share, of which approximately 230,000,000 shares were issued and outstanding as of September 30, 2015.
There is a total of six convertible promissory notes exercisable into common stock as disclosed in the Company’s recent 10Q
filing. Also, there are warrants and options convertible into common stock as detailed and outline in the Company’s recent
10Q filing. All of the outstanding shares of Common Stock of the Company have been duly and validly authorized and issued and are
fully paid and non-assessable.
Section
4.4 COMMON STOCK. To the best of its knowledge, the Company is in full compliance with all reporting requirements of the Exchange
Act, and the Company has maintained all requirements for the continued listing or quotation of the Common Stock, and such Common
Stock is currently listed or quoted on the Principal Market which is presently the OTCQB.
Section
4.5 SEC DOCUMENTS. The Company may make available to Investor true and complete copies of the SEC Documents (including, without
limitation, proxy information and solicitation materials). To the Company’s knowledge, the Company has not provided to Investor
any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof
by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects
with the requirements of the Exchange Act, and other federal laws, rules and regulations applicable to such SEC Documents, and
none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made,
not misleading. The financial statements of the Company included in the SEC Documents comply as to form and substance in all material
respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and
regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial
statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes
or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as
of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments).
Section
4.6 VALID ISSUANCES. When issued and paid for as herein provided, the Put Shares shall be duly and validly issued, fully paid,
and non-assessable. The sales of the Put Shares pursuant to this Agreement, and the Company's performance of its obligations hereunder,
shall not (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, or
any of the assets of the Company, or (b) entitle the holders of outstanding shares of Common Stock to preemptive or other rights
to subscribe to or acquire the Common Stock or other securities of the Company. The Put Shares shall not subject Investor to personal
liability, in excess of the subscription price by reason of the ownership thereof.
Section
4.7 NO CONFLICTS. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company
of the transactions contemplated hereby, including without limitation the issuance of the Put Shares, do not and will not (a) result
in a violation of the Company’s Articles of Incorporation or By-Laws or (b) conflict with, or constitute a material default
(or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any material agreement, indenture, instrument or any "lock-up"
or similar provision of any underwriting or similar agreement to which the Company is a party, or (c) result in a violation of
any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations)
applicable to the Company or by which any property or asset of the Company is bound or affected (except for such conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material
Adverse Effect) nor is the Company otherwise in violation of, conflict with or in default under any of the foregoing. The business
of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible
violations that either singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required
under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement
or issue and sell the Common Stock in accordance with the terms hereof (other than any SEC, FINRA or state securities filings that
may be required to be made by the Company subsequent to any Closing, any registration statement that may be filed pursuant hereto);
provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy
of the relevant representations and agreements of Investor herein.
Section
4.8 NO MATERIAL ADVERSE CHANGE. Since December 31, 2014 no event has occurred that would have a Material Adverse Effect on the
Company that has not been disclosed in subsequent SEC filings.
Section
4.9 LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the Company’s SEC filings, there are no lawsuits or proceedings
pending or to the knowledge of the Company threatened, against the Company, nor has the Company received any written or oral notice
of any such action, suit, proceeding or investigation, which would have a Material Adverse Effect except for a dispute on a vendor
accounts payable in the amount of approximately $131,000 for which the vendor has sued the company for the open balance, and for
which the Company believes has been amicably settled.. No judgment, order, writ, injunction or decree or award has been issued
by or, so far as is known by the Company, requested of any court, arbitrator or governmental agency which would have a Material
Adverse Effect.
Section
4.10 DILUTION. The number of shares of Common Stock issuable as Put Shares may increase substantially in certain circumstances,
including, but not necessarily limited to, the circumstance wherein the trading price of the Common Stock declines during the period
between the Execution Date and the end of the Commitment Period. The Company’s executive officers and directors have studied
and fully understand the nature of the transactions contemplated by this Agreement and recognize that they have a potential dilutive
effect. The board of directors of the Company has concluded in its good faith business judgment that such issuance is in the best
interests of the Company. The Company specifically acknowledges that its obligation to issue the Put Shares is binding upon the
Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the
Company.
ARTICLE V
COVENANTS
OF INVESTOR
Section
5.1 COMPLIANCE WITH LAW; TRADING IN SECURITIES. Investor's trading activities with respect to shares of the Common Stock will
be in compliance with all applicable state and federal securities laws, rules and regulations and the rules and regulations of
FINRA and the Principal Market on which the Common Stock is listed or quoted.
Section
5.2 SHORT SALES AND CONFIDENTIALITY. Neither Investor nor any affiliate of the Investor acting on its behalf or pursuant to
any understanding with it will execute any Short Sales during the period from the date hereof to the end of the Commitment Period.
For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Put Notice of such number of shares
of Common Stock reasonably expected to be purchased under a Put Notice shall not be deemed a Short Sale.
Other than to other Persons
party to this Agreement, Investor has maintained the confidentiality of all disclosures made to it in connection with this transaction
(including the existence and terms of this transaction).
ARTICLE VI
COVENANTS
OF THE COMPANY
Section
6.1 RESERVATION OF COMMON STOCK. The Company will, from time to time as needed in advance of a Closing Date, reserve and keep
available until the consummation of such Closing, free of preemptive rights sufficient shares of Common Stock for the purpose of
enabling the Company to satisfy its obligation to issue the Put Shares to be issued in connection therewith. The number of shares
so reserved from time to time, as theretofore increased or reduced as hereinafter provided, may be reduced by the number of shares
actually delivered hereunder.
Section
6.2 LISTING OF COMMON STOCK. If the Company applies to have the Common Stock traded on any other Principal Market, it shall
include in such application the Put Shares, and shall take such other action as is necessary or desirable in the reasonable opinion
of Investor to cause the Common Stock to be listed on such other Principal Market as promptly as possible. The Company shall use
its commercially reasonable efforts to continue the listing and trading of the Common Stock on the Principal Market (including,
without limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company's reporting, filing
and other obligations under the bylaws or rules of the FINRA and the Principal Market.
Section
6.3 CERTAIN AGREEMENTS. So long as this Agreement remains in effect, the Company covenants and agrees that it will not, without
the prior written consent of the Investor, enter into any other equity line of credit agreement with a third party during the Commitment
Period having terms and conditions substantially comparable to this Agreement. For the avoidance of doubt, nothing contained in
the Transaction Documents shall restrict, or require the Investor's consent for, any agreement providing for the issuance or distribution
of (or the issuance or distribution of) any equity securities pursuant to any agreement or arrangement that is not commonly understood
to be an "equity line of credit."
ARTICLE VII
CONDITIONS
TO DELIVERY OF
PUT NOTICES AND CONDITIONS TO CLOSING
Section 7.1 CONDITIONS PRECEDENT TO THE
OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK. The obligation hereunder of the Company to issue and sell the Put
Shares to Investor is subject to the satisfaction of each of the conditions set forth below.
(a)
ACCURACY OF INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of Investor shall be true and correct
in all material respects as of the date of this Agreement and as of the date of each such Closing as though made at each such time.
(b)
PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by Investor at or prior to such Closing.
(c)
PRINCIPAL MARKET REGULATION. The Company shall not issue any Put Shares, and the Investor shall not have the right to receive any
Put Shares, if the issuance of such shares would exceed the aggregate number of shares of Common Stock which the Company may issue
without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”).
Section
7.2 CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO DELIVER A PUT NOTICE AND THE OBLIGATION OF INVESTOR TO PURCHASE
PUT SHARES. The right of the Company to deliver a Put Notice and the obligation of Investor hereunder to acquire and pay for
the Put Shares is subject to the satisfaction of each of the following conditions:
(a)
EFFECTIVE REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain effective for
the sale by Investor of the Registered Securities subject to such Put Notice, and (i) neither the Company nor Investor shall have
received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the
SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or
intends or has threatened to do so and (ii) no other suspension of the use or withdrawal of the effectiveness of such Registration
Statement or related prospectus shall exist.
(b)
ACCURACY OF THE COMPANY'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company, to the best of its
knowledge, shall be true and correct in all material respects (except for representations and warranties specifically made as of
a particular date), except for any conditions which have temporarily caused any representations or warranties herein to be incorrect
and which have been corrected with no continuing impairment to the Company or Investor.
(c)
PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.
(d)
NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely
affects any of the transactions contemplated by this Agreement, and no proceeding shall have been commenced that may have the effect
of prohibiting or materially adversely affecting any of the transactions contemplated by this Agreement.
(e)
ADVERSE CHANGES. Since the date of filing of the Company's most recent SEC Document, no event that had or is reasonably likely
to have a Material Adverse Effect has occurred.
(f)
NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended by the
SEC, the Principal Market or the FINRA and the Common Stock shall have been approved for listing or quotation on and shall not
have been delisted from the Principal Market.
(g)
TEN PERCENT LIMITATION. On each Closing Date, the number of Put Shares then to be purchased by Investor shall not exceed the number
of such shares that, when aggregated with all other shares of Common Stock then owned by Investor beneficially or deemed beneficially
owned by Investor, would result in Investor owning more than 9.99% of all of such Common Stock as would be outstanding on such
Closing Date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes
of this Section, in the event that the amount of Common Stock outstanding as determined in accordance with Section 16 of the Exchange
Act and the regulations promulgated thereunder is greater on a Closing Date than on the date upon which the Put Notice associated
with such Closing Date is given, the amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining
whether Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than 9.99% of
the Common Stock following such Closing Date.
(h)
PRINCIPAL MARKET REGULATION. The Company shall not issue any Put Shares, and the Investor shall not have the right to receive any
Put Shares, if the issuance of such shares would exceed the Exchange Cap.
(i)
NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing such Registration
Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading
Days following the Trading Day on which such Put Notice is deemed delivered).
(j)
NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of shares of Common Stock with respect to the applicable Closing,
if any, shall not violate the shareholder approval requirements of the Principal Market.
(k)
OTHER. On the date of delivery of each Put Notice, Investor shall have received a certificate in substantially the form and substance
of Exhibit B hereto, executed by an executive officer of the Company and to the effect that all the conditions to such Closing
shall have been satisfied as at the date of each such certificate.
ARTICLE VIII
LEGENDS
Section
8.1 NO STOCK LEGEND OR STOCK TRANSFER RESTRICTIONS. No legend shall be placed on the share certificates representing the Put Shares.
Section
8.2 INVESTOR'S COMPLIANCE. Nothing in this Article VIII shall affect in any way Investor's obligations under any agreement to comply
with all applicable securities laws upon the sale of the Common Stock.
ARTICLE IX
NOTICES;
INDEMNIFICATION
Section
9.1 NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall
be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or
certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or
(d) transmitted by hand delivery, telegram, or email as a PDF, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice given in accordance herewith. Any notice or other communication required
or permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by email at the address designated
below (if delivered on a business day during normal business hours where such notice is to be received), or the first business
day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be
received) or (ii) on the second business day following the date of mailing by express courier service or on the fifth business
day after deposited in the mail, in each case, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur.
The addresses for such communications
shall be: If to the Company:
Zonzia Media, Inc.
74 N. Pecos Rd. Suite D
Henderson, NV 89052
jadair@zonzia.com
If to the Investor:
Kodiak Capital Group, LLC
260 Newport Center
Drive
Newport Beach, CA 92660
ryan@kodiakfunds.com
Either party hereto may from time to time change
its address or email for notices under this Section 9.1 by giving at least ten (10) days' prior written notice of such changed
address to the other party hereto.
Section
9.2 INDEMNIFICATION. Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other
party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls
such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified
Party”) from and against any Damages, joint or several, and any action in respect thereof to which the Indemnified
Party becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation, breach of warranty or
nonfulfillment of or failure to perform any covenant or agreement on the part of Indemnifying Party contained in this
Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement
or any post-effective amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or
alleged untrue statement of a material fact contained in any preliminary prospectus or contained in the final prospectus (as
amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or
alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the
circumstances under which the statements therein were made, not misleading, or (iv) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act,
the Exchange Act or any state securities law, as such Damages are incurred, except to the extent such Damages result
primarily from Indemnified Party's failure to perform any covenant or agreement contained in this Agreement or Indemnified
Party's negligence, recklessness or bad faith in performing its obligations under this Agreement; provided, however, that the
foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent,
arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made by an
Indemnifying Party in reliance upon and in conformity with written information furnished to the Indemnifying Party by the
Indemnified Party expressly for use in the Registration Statement, any post-effective amendment thereof or supplement
thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).
Section 9.3 METHOD OF ASSERTING INDEMNIFICATION
CLAIMS. All claims for indemnification by any Indemnified Party (as defined below) under Section 9.2 shall be asserted and resolved
as follows:
(a)
In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against
or sought to be collected from such Indemnified Party by a person other than a party hereto or an affiliate thereof (a "THIRD
PARTY CLAIM"), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any,
and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party's claim for indemnification that
is being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a "CLAIM NOTICE") with reasonable
promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after
the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the
Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party's ability to defend has been
prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable
within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity
Notice (as defined below) (the "DISPUTE PERIOD") whether the Indemnifying Party disputes its liability or the amount
of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense,
to defend the Indemnified Party against such Third Party Claim.
(i)
If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend
the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall
have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying
Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by
the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the
consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary
damages or that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full
pursuant to Section 9.2). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise
or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party,
at any time prior to the Indemnifying Party's delivery of the notice referred to in the first sentence of this clause (i), file
any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or
appropriate to protect its interests; and provided further, that if requested by the Indemnifying Party, the Indemnified Party
will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting
any
Third Party Claim that the
Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any
Third Party Claim controlled by the Indemnifying Party pursuant to this clause (i), and except as provided in the preceding sentence,
the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing,
the Indemnified Party may takeover the control of the defense or settlement of a Third Party Claim at any time if it irrevocably
waives its right to indemnity under Section 9.2 with respect to such Third Party Claim.
(ii)
If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to
defend the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute
vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within
the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying
Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in
a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying
Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings,
including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying
Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and
its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions
of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying
Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third Party
Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying
Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this clause
(ii)
or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse
the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such
litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified
Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.
(iii)
If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability
to the Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within
the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party
with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability
of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified
Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such
claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute;
provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party
shall be entitled to institute such legal action as it deems appropriate.
(b)
In the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve a
Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying
the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount,
determined in good faith, of such claim (an "INDEMNITY NOTICE") with reasonable promptness to the Indemnifying Party.
The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party's rights hereunder except to the
extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies
the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails
to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the
claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a
liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified
Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such
claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute;
provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall
be entitled to institute such legal action as it deems appropriate.
(c)
The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for
any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such
Claim.
(d)
The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified
Party against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.
ARTICLE
X
MISCELLANEOUS
Section
10.1 GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State
of California without regard to the principles of conflicts of law. Each of the Company and Investor hereby submit to the exclusive
jurisdiction of the United States Federal and state courts located in Orange County, California with respect to any dispute arising
under this Agreement, the agreements entered into in connection herewith or the transactions contemplated hereby or thereby.
Section
10.2 JURY TRIAL WAIVER. The Company and the Investor hereby waive a trial by jury in any action, proceeding or counterclaim brought
by either of the parties hereto against the other in respect of any matter arising out of or in connection with the Transaction
Documents.
Section
10.3 ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Company and Investor and their respective
successors. Neither this Agreement nor any rights of Investor or the Company hereunder may be assigned by either party to any other
person.
Section
10.4 THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and Investor and their respective successors,
and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
Section 10.5 TERMINATION.
The Company may terminate this Agreement at any time by written notice to the Investor. Additionally, this Agreement shall terminate
at the end of Commitment Period or as otherwise provided herein; provided, however, that the provisions of Articles IX, and Sections
10.1 and 10.2 shall survive the termination of this Agreement for a period of twenty four (24) months.
Section
10.6 ENTIRE AGREEMENT, AMENDMENT; NO WAIVER. This Agreement and the instruments referenced herein contain the entire understanding
of the Company and Investor with respect to the matters covered herein and therein and, except as specifically set forth herein
or therein, neither the Company nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters.
This Agreement may not be amended.
Section
10.7 FEES AND EXPENSES. The Company agrees to pay its own expenses in connection with the preparation of this Agreement and performance
of its obligations hereunder. The Company shall pay all stamp or other similar taxes and duties levied in connection with issuance
of the Put Shares pursuant hereto.
Section
10.8 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which may be executed by less than all of the
parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing such
counterparts and all of which together shall constitute one and the same instrument. This Agreement may be delivered to the other
parties hereto by email of a copy of this Agreement bearing the signature of the parties so delivering this Agreement.
Section 10.9 SEVERABILITY.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be
ineffective if it materially changes the economic benefit of this Agreement to any party.
Section
10.10 FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.
Section
10.11 NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.
Section
10.12 EQUITABLE RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any or all of
its obligations under this Agreement, any remedy at law may prove to be inadequate relief to Investor. The Company therefore agrees
that Investor shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving
actual damages.
Section
10.13 TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not
to be considered in construing or interpreting this Agreement.
Section
10.14 REPORTING ENTITY FOR THE COMMON STOCK. The reporting entity relied upon for the determination of the Closing Price for the
Common Stock on any given Trading Day for the purposes of this Agreement shall be Bloomberg Finance L.P. or any successor thereto.
The written mutual consent of Investor and the Company shall be required to employ any other reporting entity.
Section
10.15 PUBLICITY. The Company and Investor shall consult with each other in issuing any press releases or otherwise making public
statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make
any such public statement, other than as required by law, without the prior written consent of the other parties, which consent
shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by
law, in which such case the disclosing party shall provide the other parties with prior notice of such public statement. Notwithstanding
the foregoing, the Company shall not publicly disclose the name of Investor without the prior written consent of such Investor,
except to the extent required by law. Investor acknowledges that this Agreement and all or part of the Transaction Documents may
be deemed to be "material contracts" as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company
may therefore be required to file such documents as exhibits to reports or registration statements filed under the Securities Act
or the Exchange Act. Investor further agrees that the status of such documents and materials as material contracts shall be determined
solely by the Company, in consultation with its counsel.
[-Signature page follows-]
IN WITNESS WHEREOF, the parties
have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first
above written.
COMPANY:
ZONZIA
MEDIA, INC.
|
By: /s/ Johnathan Adair |
|
Name: Johnathan Adair |
|
Chief Executive Officer |
|
on behalf of Myles A. Pressey III |
|
Title: Chairman |
INVESTOR:
KODIAK CAPITAL GROUP, LLC
|
By: /s/ Ryan C. Hodson |
|
Name: Ryan C. Hodson |
|
Title: Managing Member |
[-Signature page to
Equity Purchase Agreement-]
EXHIBIT A
FORM OF PUT NOTICE
TO: KODIAK CAPITAL GROUP, LLC
We refer to the Equity Purchase Agreement dated
December 11, 2015 (the “Agreement”) entered into by ZONZIA MEDIA, INC. (the “Company”) and you. Capitalized
terms defined in the Agreement shall, unless otherwise defined, have the same meaning when used herein.
We hereby:
1) Give you notice that we
require you to purchase
Put Shares;
2) Certify that, as of the
date hereof, to the best of our knowledge, the conditions set forth in Section 7.2 of the Agreement are satisfied.
Date: ,
2016
ZONZIA MEDIA, INC.
By:
Name:
Title:
EXHIBIT B
FORM OF CERTIFICATE OF THE CHIEF EXECUTIVE
OFFICER OF ZONZIA MEDIA, INC.
Pursuant
to Section 7.2(l) of that certain Equity Purchase Agreement dated December 11, 2015 (the “Agreement”) by and between
the Company and KODIAK CAPITAL GROUP, LLC (the “Investor”), the undersigned, in his capacity as the Chief Executive
Officer of ZONZIA MEDIA, INC. (the “Company”), and not in his individual capacity, hereby certifies, as of the date
hereof (such date, the “Condition Satisfaction Date”), the following:
1.
The representations and warranties of the Company are true and correct in all material respects as of the Condition Satisfaction
Date as though made on the Condition Satisfaction Date (except for representations and warranties specifically made as of a particular
date) with respect to all periods, and as to all events and circumstances occurring or existing to and including the Condition
Satisfaction Date, except for any conditions which have temporarily caused any representations or warranties of the Company set
forth in the Agreement to be incorrect and which have been corrected with no continuing impairment to the Company or Investor;
and
2.
All of the Company’s conditions to Closing set forth in Section 7.2 of the Agreement have been satisfied as of the Condition
Satisfaction Date.
Capitalized terms
used herein shall have the meanings set forth in the Agreement unless otherwise defined herein.
IN
WITNESS WHEREOF, the undersigned has hereunto affixed his hand as of the 11th day of December,
2016.
By: /s/ Johnathan Adair
Name: Johnathan Adair
Title: Chief Executive Officer
Exhibit
10.2
REGISTRATION RIGHTS AGREEMENT
This Registration
Rights Agreement ("Agreement"), dated December 11, 2015, is made by and between Zonzia Media, Inc., Nevada corporation
("Company"), and KODIAK CAPITAL GROUP, LLC a Delaware limited liability company (the "Investor").
RECITALS
WHEREAS,
upon the terms and subject to the conditions of the Equity Purchase Agreement ("Purchase Agreement"), between the Investor
and the Company, the Company has agreed to issue and sell to the Investor shares (the "Put Shares") of its common stock,
$0.001 par value per share (the "Common Stock") from time to time for an aggregate investment price of up to Two Million
Dollars ($2,000,000) (the "Registered Securities"); and
WHEREAS,
to induce the Investor to execute and deliver the Purchase Agreement, the Company has agreed to provide certain registration rights
under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the "Securities Act"), and applicable state securities laws with respect to the Registered Securities;
NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:
1.
Definitions.
(a)
As used in this Agreement, the following terms shall have the following meaning:
| (i) | "Subscription Date" means the date of this Agreement.
|
| | |
| (ii) | "Investor" has the meaning set forth in the preamble to this Agreement.
|
| | |
| (iii) | "Register," "registered" and "registration" refer to a registration effected by preparing and filing
a Registration Statement or Statements in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act
or any successor rule providing for offering securities on a delayed or continuous basis ("Rule 415"), and the declaration
or ordering of effectiveness of such Registration Statement by the United States Securities and Exchange Commission (the "SEC").
|
| | |
| (iv) | "Registered Securities" will have the same meaning as set forth in the Purchase Agreement. |
| | |
| (v) | "Registration Statement" means the Company’s registration statement on Form S-1,
or any similar registration statement
of the Company filed with SEC under the Securities Act with respect to the Registered Securities. |
| | |
| (vi) | "EDGAR" means the SEC's Electronic Data Gathering, Analysis and Retrieval System. |
| | |
| (vii) | “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules
and regulations of the SEC thereunder, all as the same will then be in effect. |
(b)
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
2.
Obligation of the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following:
(a)
Prepare promptly and file with the SEC by December 31, 2015, a Registration Statement with respect to not less than the maximum
allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts to cause such Registration
Statement relating to the Registered Securities to become effective within five (5) business days after notice from the Securities
and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective
at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is three months after
the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell all Registered
Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered Securities
(collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements, thereto
and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading;
(b)
Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement
and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective
at all times during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition
of all Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period.
(c)
With respect to the Registered Securities, upon written request by the Investor, permit counsel designated by Investor to review
the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business
days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects.
(d)
As promptly as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s
legal counsel identified to the Company and (if requested by any such person) confirm such notice in writing no later than one
(1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration
Statement is filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective;
(ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all
of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of
any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities
for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose.
(e)
Unless available to the Investor without charge through EDGAR, the SEC's website or the Company's website, furnish to Investor,
promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the
Registration Statement, each preliminary prospectus and the prospectus, and each amendment or supplement thereto;
(f)
Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement
under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant
volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective
amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof
at all times during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and
qualification in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable
to qualify the Registered Securities for sale in such jurisdictions: provided, however, that the Company shall not be required
in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general
consent to service of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden
to the Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of
Directors of the Company determines to be contrary to the best interests of the Company and its stockholders;
(g)
As promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the
Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes
any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"),
and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct
such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless
available to the Investor without charge through EDGAR, the SEC's website or the Company's website, deliver a number of copies
of such supplement or amendment to the Investor as the Investor may reasonably request.
(h)
Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration
Statement to be listed on a national securities exchange and on each additional national securities exchange on which securities
of the same class or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then
permitted under the rules of such exchange, or (ii) secure designation of all the Registered Securities covered
by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq”)
security within the meaning of Rule 11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially
reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially
reasonable efforts to secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation
for such Registered Securities on the over-the-counter bulletin board or on the OTC Markets and, without limiting the generality
of the foregoing;
(i)
Provide a transfer agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement;
(j)
Cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to
be offered pursuant to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations
or amounts as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request;
and, within five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by
the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for
the Registered Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required
by the Company’s transfer agent; and
(k)
Take all other commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered
Securities pursuant to the Registration Statement.
3.
Obligations of the Investor. In connection with the registration of the Registered Securities, the Investor shall have the following
obligations;
(a)
It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with
respect to the Registered Securities of the Investor that the Investor shall timely furnish to the Company such information regarding
itself, the Registered Securities held by it, and the intended method of disposition of the Registered Securities held by it, as
shall be reasonably required to effect the registration of such Registered Securities and shall timely execute such documents in
connection with such registration as the Company may reasonably request.
(b)
The Investor by such Investor’s acceptance of the Registered Securities agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of the Registration Statement hereunder; and
(c)
The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(d)(ii) or (iii) or 3(g) above, the Investor will immediately discontinue disposition of Registered Securities pursuant to the
Registration Statement covering such Registered Securities until the Investor receives the copies of the supplemented or amended
prospectus contemplated by Section 3(d)(ii) or (iii) or 3(g) and, if so directed by the Company, the Investor shall deliver to
the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in
the Investor’s possession, of the prospectus covering such Registered Securities current at the time of receipt of such notice.
4.
Expenses of Registration. All reasonable expenses incurred in connection with registrations, filings or qualifications pursuant
to Section 3, including, without limitation, all registration, listing, and qualifications fees, printers and accounting
fees, the fees and disbursements of counsel for the Company shall be borne by the Company.
5.
Indemnification. After Registered Securities are included in a Registration Statement under this Agreement:
(a)
To the extent permitted by law, the Company will indemnify and hold harmless, the Investor, the directors, if any, of such Investor,
the officers, if any, of such Investor, each person, if any, who controls the Investor within the meaning of the Securities Act
or the Exchange Act (each, an "Indemnified Person"), against any losses, claims, damages, liabilities or expenses (joint
or several) incurred (collectively, "Claims") to which any of them may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement or any post- effective amendment thereof or the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement
of a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein
any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements
therein were made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange
Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law
(the matters in the foregoing clauses (i) through (iii) being collectively referred to as "Violations"). Subject to
Section 6(b) hereof, the Company shall reimburse the Investor, promptly as such expenses are incurred and are due and payable,
for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any
such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section
6(a) shall not (i) apply to any Claims arising out of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to the Company by or on behalf of any Indemnified Person expressly for use in connection
with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was
timely made available by the Company pursuant to Section 3(b) hereof; (ii) with respect to any preliminary prospectus,
inure to the benefit of any such person from whom the person asserting any such Claim purchased the Registered Securities that
are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material
fact contained in the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, if such prospectus
was timely made available by the Company pursuant to Section 3(b) hereof; (iii) be available to the extent such Claim is based
on a failure of the Investor to deliver or cause to be delivered the prospectus made available by the Company; or (iv) apply to
amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld. The Investor will indemnify the Company, its officers, directors and agents (including
legal counsel) against any claims arising out of or based upon a Violation which occurs in reliance upon and in conformity with
information furnished in writing to the Company, by or on behalf of the Investor, expressly for use in connection with the preparation
of the Registration Statement, subject to such limitations and conditions set forth in the previous sentence.
(b)
Promptly after receipt by an Indemnified Person under this Section 6 of notice of the commencement of any action (including any
governmental action), such Indemnified Person shall, if a Claim in respect thereof is to be made against any indemnifying party
under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party
shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party
and the Indemnified Person, as the case may be; provided, however, that an Indemnified Person shall have the right
to retain its own counsel with the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion
of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person and the indemnifying
party would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party
represented by such counsel in such proceeding. In such event, the Company shall pay for only one separate legal counsel for the
Investor selected by the Investor. The failure to deliver written notice to the indemnifying party within a reasonable time of
the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person under
this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification
required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or
defense, as such expense, loss, damage or liability is incurred and is due and payable.
6.
Contribution. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party
agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the
fullest extent permitted by law; provided, however, that (a) no contribution shall be made under circumstances where
the maker would not have been liable for indemnification under the fault standards set forth in Section 6 and; (b) no seller of
Registered Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any seller of Registered Securities who was not guilty of such fraudulent misrepresentation.
7.
Reports under Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities
Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company
to the public without registration ("Rule 144"), the Company agrees to use its commercially reasonable efforts to:
(a)
make and keep public information available, as those terms are understood and defined in Rule 144;
(b)
file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act for so long
as the Company remains subject to such requirements, and the filing of such reports is required for sales under Rule 144;
(c)
furnish to the Investor so long as the Investor owns Registered Securities, promptly upon request, (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) unless
available to the Investor without charge through EDGAR, the SEC's website or the Company's website, a copy of the most recent annual
or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information
as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration; and
(d)
at the request of any Investor of Registered Securities, give its Transfer Agent instructions (supported by an opinion of Company
counsel, if required or requested by the Transfer Agent) to the effect that, upon the Transfer Agent’s receipt from such
Investor of:
(i) a certificate
(a “Rule 144 Certificate”) certifying (A) that such Investor has held the shares of Registered Securities which the
Investor proposes to sell (the “Securities Being Sold”) for a period of not less than (6) months and (B) as to such
other matters as may be appropriate in accordance with Rule 144 under the Securities Act, and
(ii)
an opinion of counsel acceptable to the Company (for which purposes it is agreed that the initial Investor’s counsel shall
be deemed acceptable if such opinion is not given by Company counsel) that, based on the Rule 144 Certificate, Securities Being
Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective Registration Statement, the Transfer
Agent is to effect the transfer of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock
certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions
on the transferability of such shares on the Transfer Agent’s books and records (except to the extent any such legend or
restriction results from facts other than the identity of the Investor, as the seller or transferor thereof, or the status, including
any relevant legends or restrictions, of the shares of the Securities Being Sold while held by the Investor). If the Transfer Agent
requires any additional documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such
reasonable additional documentation as may be necessary to effectuate the issuance of an unlegended certificate.
(a)
Registered Owners. A person or entity is deemed to be a holder of Registered Securities whenever such person or entity owns of
record such Registered Securities. If the Company receives conflicting instructions, notices or elections from two or more persons
or entities with respect to the same Registered Securities, the Company shall act upon the basis of instructions, notice or election
received from the registered owner of such Registered Securities.
(b)
Rights Cumulative; Waivers. The rights of each of the parties under this Agreement are cumulative. The rights of each of the parties
hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to
exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right.
Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any such right.
(c)
Benefit; Successors Bound. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights,
and benefits hereof, shall be binding upon, and shall inure to the benefit of, the undersigned parties and their successors.
(d)
Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There
are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement or the matters described in this Agreement, except as set forth
in this Agreement and in the other documentation relating to the transactions contemplated by this Agreement. Any such negotiations,
promises, or understandings shall not be used to interpret or constitute this Agreement.
(e)
Amendment. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written consent of the Company and Investor. Any amendment or
waiver affected in accordance with this Section 9 shall be binding upon the Company.
(f)
Severability. Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found
by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified
to the extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and
effect.
(g)
Notices. Notices required or permitted to be given hereunder shall be in writing and shall be deemed to be sufficiently given when
personally delivered (by hand, by courier, by telephone line facsimile transmission, receipt confirmed, email or other means) or
sent by certified mail, return receipt requested, properly addressed and with proper postage pre-paid (i) if to the Company, at
its executive office and (ii) if to the Investor, at the address set forth under its name in the Purchase Agreement, with a copy
to its designated attorney, or at such other address as each such party furnishes by notice given in accordance with this Section
9(g), and shall be effective, when personally delivered, upon receipt and, when so sent by certified mail, five (5) business days
after deposit with the United States Postal Service.
(h)
Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without
regard to the principles of conflicts of law. Each of the Company and Investor hereby submit to the exclusive jurisdiction of the
United States Federal and state courts located in Orange County, California with respect to any dispute arising under this Agreement,
the agreements entered into in connection herewith or the transactions contemplated hereby or thereby.
(i)
Consents. The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on behalf of that party.
(j)
Further Assurances. In addition to the instruments and documents to be made, executed and delivered pursuant to this Agreement,
the parties hereto agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such
other instruments and to take such other actions as the requesting party may reasonably require to carry out the terms of this
Agreement and the transactions contemplated hereby.
(k)
Section Headings. The Section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement.
(l)
Construction. Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the
plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent
pronoun of the other or no gender.
(m)
Execution in Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the
other party hereto by email of a .pdf or telephone line facsimile transmission of a copy of this Agreement bearing the signature
of the party so delivering this Agreement. A facsimile transmission or email of a .pdf of this signed Agreement shall be legal
and binding on all parties hereto.
[-Signature page follows-]
IN WITNESS WHEREOF, the parties
have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first
above written.
COMPANY:
ZONZIA
MEDIA, INC.
|
By: /s/ Johnathan Adair |
|
Name: Johnathan Adair |
|
Title: Chief Executive Officer |
INVESTOR:
KODIAK CAPITAL GROUP, LLC
|
By: /s/ Ryan C. Hodson |
|
Name: Ryan C. Hodson |
|
Title: Managing Member |
[-Signature
page to Registration Rights Agreement-]
Exhibit 10.3
NEITHER THIS SECURITY NOR
THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT
BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR
THEREFROM.
ISSUE DATE: December 11, 2015
PRINCIPAL AMOUNT:
$120,000
ZONZIA MEDIA, INC.
CONVERTIBLE PROMISSORY
NOTE DUE DECEMBER 11, 2016
THIS Note is a duly authorized
issuance of $120,000 of ZONZIA MEDIA, INC., a Nevada corporation (the "Company") designated as its Note.
FOR
VALUE RECEIVED, the Company promises to pay to KODIAK CAPITAL GROUP, LLC, the registered holder hereof (the "Holder"),
the principal sum of one hundred twenty and 00/100 Dollars ($120,000) on December 11, 2016 (the “Maturity Date”). The
principal of this Note is payable in United States dollars, at the address last appearing on the Note Register of the Company as
designated in writing by the Holder. The Company will pay the outstanding principal amount of this Note in cash on the Maturity
Date to the registered holder of this Note. The forwarding of such wire transfer shall constitute a payment hereunder and shall
satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer
plus any amounts so deducted.
This Note is subject to the following
additional provisions:
1.
The Note is exchangeable for an equal aggregate principal amount of Note 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.
2.
The Holder of this Note is entitled any time after June 11, 2016, subject to the following provisions, to convert all or
a portion of the principal amount of this Note into shares (the “Shares”) of the Company’s common stock, par
value $0.001 per share (the “Common Stock”) at a conversion price for each share of Common Stock equal to the Current
Market Price multiplied by fifty percent (50%) (the “Conversion Price”). “Current Market Price” means the
lowest closing bid price for the Common Stock as reported by Bloomberg, LP for the thirty (30) trading days ending on the trading
day immediately before the relevant Conversion Date (as defined below). The amount of shares issuable pursuant to a conversion
shall equal the principal amount (or portion thereof) of the Note to be converted, divided by the Conversion Price.
Conversion
shall be effectuated by surrendering the Note to the Company, accompanied by or preceded by email or other delivery to the Company
of the form of conversion notice attached hereto as Exhibit A, executed by the Holder evidencing such Holder's intention to convert
a specified portion hereof. No fractional shares of Common Stock or scrip representing fractions of shares will be issued on conversion,
but the number of shares issuable shall be rounded to the nearest whole share. The date on which notice of conversion is given
(the "Conversion Date") shall be deemed to be the date on which the Holder emails or otherwise delivers the conversion
notice ("Notice of Conversion"), substantially in the form annexed hereto as Exhibit A, duly executed, to the
Company. Certificates representing Common Stock upon conversion will be delivered within one (1) business days from the Conversion
Date (“Delivery Date”).
The
Company shall pay any payments incurred under this Section in immediately available funds upon demand as the Holder’s remedy
for such delay. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company
fails for any reason to effect delivery of the Shares by close of business on the Delivery Date, unless such failure is due to
causes beyond the Company’s reasonable control or that of its Transfer Agent, the Holder will be entitled to revoke the relevant
Notice of Conversion by delivering a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored
to their respective positions immediately prior to delivery of such Notice of Conversion; provided, however, that an amount equal
to any payments contemplated by this Section which have accrued through the date of such revocation notice shall remain due and
owing to the Converting Holder notwithstanding such revocation.
If, by
the relevant Delivery Date, the Company fails, unless such failure is due to causes beyond the Company’s reasonable control
or that of its Transfer Agent, for any reason to deliver the Shares and after such Delivery Date, the Holder of the Note being
converted (a “Converting Holder”) purchases, in an arm’s-length open market transaction or otherwise, shares
of Common Stock (the “Covering Shares”) in order to make delivery in satisfaction of a sale of Common Stock by the
Converting Holder (the “Sold Shares”), which delivery such Converting Holder anticipated to make using the Shares to
be issued upon such conversion (a “Buy-In”), the Converting Holder shall have the right, to require the Company to
pay to the Converting Holder, in addition to and not in lieu of the amounts due hereunder (but in addition to all other amounts
contemplated in other provisions of the Transaction Agreements, and not in lieu of any such other amounts), the Buy-In Adjustment
Amount (as defined below). The “Buy-In Adjustment Amount” is the amount equal to the excess, if any, of (x) the Converting
Holder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after
brokerage commissions, if any) received by the Converting Holder from the sale of the Sold Shares. The Company shall pay the Buy-In
Adjustment Amount to the Company in immediately available funds immediately upon demand by the Converting Holder. By way of illustration
and not in limitation of the foregoing, if the Converting Holder purchases shares of Common Stock having a total purchase price
(including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock it sold for net proceeds
of $10,000, the Buy-In Adjustment Amount which Company will be required to pay to the Converting Holder will be $1,000.
In lieu
of delivering physical certificates representing the Shares issuable upon conversion, provided the Company’s Transfer Agent
is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request
of the Holder and its compliance with the provisions contained in this paragraph, so long as the certificates therefore do not
bear a legend and the Holder thereof is not obligated to return such certificate for the placement of a legend thereon, the Company
shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to
the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.
The
Holder of the Note shall be entitled to exercise its conversion privilege with respect to the Note notwithstanding the commencement
of any case under 11 U.S.C. §101 et seq. (the “Bankruptcy Code”). In the event the Company is a debtor
under the Bankruptcy Code, the Company hereby waives, to the fullest extent permitted, any rights to relief it may have under
11 U.S.C. §362 in respect of such holder’s conversion privilege. The Company hereby waives, to the fullest extent permitted,
any rights to relief it may have under 11 U.S.C. §362 in respect of the conversion of the Note. This Note has been issued
subject to investment representations of the original purchaser hereof and may be transferred or exchanged only in compliance
with the Securities Act of 1933, as amended (the "Act"), and other applicable state and foreign securities laws. In
the event of any proposed transfer of this Note, the Company may require, prior to issuance of a new Note in the name of such
other person, that it receive reasonable transfer documentation including legal opinions that the issuance of the Note in such
other name does not and will not cause a violation of the Act or any applicable state or foreign securities laws. 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 Note Register as the owner hereof for the purpose of receiving payment as herein provided and
for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice
to the contrary.
4.
No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct
obligation of the Company.
(a)
During the first 180 days of this Note is in effect, the Company shall have the option to redeem this Note and pay to the
Holder 150% of the unpaid principal and accrued interest amount due under this Note, in full. The redemption must be closed and
paid for within 3 business days of the Company sending the redemption demand to the Holder.
5.
The Holder of the Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder
will not offer, sell or otherwise dispose of this Note or the shares of Common Stock issuable upon conversion thereof except under
circumstances which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or similar laws
relating to the sale of securities.
6.
This Note shall be governed by and construed in accordance with the laws of the State of California. Each of the parties
consents to the jurisdiction of the federal courts whose districts encompass any part of the City of Newport Beach or the state
courts of the State of California sitting in the City of Newport Beach in connection with any dispute arising under this Note and
hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to
the bringing of any such proceeding in such jurisdictions. Each of the parties hereby waives the right to a trial by jury in connection
with any dispute arising under this Note.
| 7. | The following shall constitute an "Event of Default": |
a.
The Company shall default in the payment of principal on this Note and same shall continue for a period of five (5) days;
or
b.
Any of the representations or warranties made by the Company herein, in any certificate or financial or other written statements
heretofore or hereafter furnished by the Company in connection with the execution and delivery of this Note shall be false or misleading
in any material respect at the time made; or
c.
The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement
or obligation of any Note and such failure shall continue uncured for a period of five (5) days after written notice from the Holder
of such failure; or
d.
The Company fails to authorize or to cause its Transfer Agent to issue the Shares upon exercise by the Holder through a
Notice of conversion in accordance with the terms of this Note, fails to transfer or to cause its Transfer Agent to transfer any
certificate for Shares issued to the Holder upon conversion of this Note and when required by this Note, and such transfer is otherwise
lawful, or fails to remove any
restrictive legend on any
certificate or fails to cause its Transfer Agent to remove such restricted legend, in each case where such removal is lawful, as
and when required by this Note, and any such failure shall continue uncured for five (5) business days; or
e.
The Company shall (1) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (2)
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; or
f.
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
g.
Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody
or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within
sixty (60) days thereafter; or
h.
Any money judgment, writ or warrant of attachment, or similar process in excess of One Hundred Thousand ($100,000) Dollars
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 thirty (30) days or in any event later than five (5) days prior to the date of
any proposed sale thereunder; or
i.
Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law
or any law for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company, shall
not be dismissed within sixty (60) days after such institution or the Company shall by any action or answer approve of, consent
to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in any
such proceeding; or
j.
The Company shall have its Common Stock suspended or delisted from an exchange from trading for in excess of fifteen trading
days.
k.
The Company fails to file a registration statement with the Securities and Exchange Commission for the underlying common
stock of the Note by December 31, 2015.
Then,
or at any time thereafter, 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 all obligations under this Note immediately due and payable within five (5) days of notice,
without presentment, demand, protest or notice of any kinds, 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 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, the Conversion
Price will become the Current Market Price multiplied by twenty five percent (25%) (“Default Conversion Price”).
8.
The Holder may not convert this Note to the extent such conversion would result in the Holder, together with any affiliate
thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder)
in excess of 9.99% of the then issued and outstanding shares of Common Stock held by such Holder after application of this Section.
Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of
a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 9.99%
of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder
or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in
this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained
in this Section applies, the determination of which portion of the principal amount of Note are convertible shall be the responsibility
and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of Note that would result
in the issuance of in excess of the permitted amount hereunder, without regard to any other shares that the Holder or its affiliates
may beneficially own, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal
amount permitted to be converted on such Conversion Date and, at the option of the Holder, either retain any principal amount
tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount
to the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon
not less than thirty (30) days prior notice to the Company. Other Holders shall be unaffected by any such waiver.
9.
Nothing contained in this Note shall be construed as conferring upon the Holder the right to vote or to receive dividends
or to consent or receive notice as a shareholder in respect of any meeting of shareholders or any rights whatsoever as a shareholder
of the Company, unless and to the extent converted in accordance with the terms hereof.
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed by an officer thereunto duly authorized.
Dated:
December 11, 2015
ZONZIA MEDIA, INC.
|
By: /s/ Johnathan Adair |
|
|
Johnathan Adair |
|
|
Chief Executive Officer |
|
ATTESTOR
By: ________________________
EXHIBIT A - NOTICE OF CONVERSION
The undersigned hereby elects to convert principal
under the Note due December 11, 2016 of ZONZIA MEDIA, INC., a Nevada corporation (the “Company”), into shares
of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written
below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay
all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested
by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes,
if any.
By the
delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Stock
does not exceed the amounts specified under Section 8 of this Note, as determined in accordance with Section 13(d) of the Exchange
Act.
Conversion calculations:
Date to Effect Conversion:
Principal Amount of Debenture to be
Converted:
Signature:
Name:
Shares to be issued to:
EIN:
Address for Delivery of Common Stock Certificates:
Or
DWAC Instructions:
Broker No:
Account No:
Exhibit 99.1
Zonzia Media Announces $2 Million Equity
Purchase Agreement
With Kodiak Capital Group
OTT Streaming Media Company Zonzia Media
Inc. has Entered into a$2 Million Equity Purchase Agreement with Kodiak Capital Group, LLC
LOS ANGELES, CA / December 17, 2015 / ZONZIA MEDIA, Inc. (OTCQB:
ZONX), a new Over the Top (OTT) streaming media company, today announced that it has entered
into an equity purchase agreement with Kodiak Capital Group, LLC. Under the terms of the agreement and subject to the filing of
a Form S-1 registration statement and its effectiveness by the Securities and Exchange Commission, Zonzia has the right to sell
to, and Kodiak is obligated to purchase, $2,000,000 of Zonzia’s common stock. Under the deal, Kodiak may not require any
sales by Zonzia, however Kodiak is obligated to make purchases as directed. Zonzia expects that net proceeds from this offering
will be used to acquire content and to continue to build its technology and distribution platforms, as well as for use as ongoing
working capital.
“We are at a very exciting time that is notably being shaped
by our rapid growth here at Zonzia,” said Johnathan Adair, CEO of Zonzia. “In addition to being a tremendous vote of
confidence for our company and our direction, this new infusion of capital from Kodiak will allow us to continue our remarkable
expansion as a streaming media company.”
Jim Fitzpatrick, member of Kodiak’s Advisory Committee, said,
“Kodiak has great confidence in the Zonzia team and management’s ability to execute. We look forward to strengthening
our relationship as a long term institutional capital partner.”
Additional details regarding the agreement are included in a current
report on Form 8-K filed by Zonzia with the SEC December 16, 2015.
About Kodiak Capital Group, LLC
Kodiak is an institutional investor headquartered in Newport Beach,
CA. Kodiak makes private investments in public and private entities utilizing proprietary equity and debt instruments. These investments
provide long-term strategic capital offering companies certainty, flexibility and consistency. Kodiak’s investments are in
a wide range of industries emphasizing alternative energy, consumer products, life sciences, natural resources, and social media
technology. For more information, visit www.kodiakfunds.com.
About Zonzia Media
ZONZIA MEDIA, Inc. (ZONX) is an Over the Top (OTT) streaming media
company that delivers entertainment content to consumers. Zonzia plans to distribute original programming, TV series, movies,
independent films, documentaries, and live events through its subscription Video on Demand (SVOD) hybrid channel which will be
accessible over most connected devices. Zonzia has secured VOD carriage across Comcast, Dish Network and Verizon FiOS currently
reaching approximately 27.5 million homes. The Zonzia channel is also available in hotel rooms across the U.S. For more information,
please visit www.zonzia.com or www.zonziamedia.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements, including,
but not limited to statements regarding Zonzia Media Inc. and its strategies, plans, programming and other products, content and
revenue. Forward-looking statements may be identified by the use of the words “anticipates,” “expects,”
“plans,” “will,” “believes,” “estimates,” and similar expressions. These statements
are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could
cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties
include, but are not limited to, risks and uncertainties discussed in Zonzia’s filings with the Securities and Exchange Commission,
which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on any of these forward-looking
statements. Zonzia Media Inc. undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances
after the date of this press release or to reflect actual outcomes.
Contact:
Corporate Office
702-463-8528
SOURCE: ZONZIA MEDIA, Inc.
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