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Buried in the 8K exhibits was a letter

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penknee   Thursday, 08/24/17 01:39:25 AM
Re: None
Post # of 33290 
Buried in the 8K exhibits was a letter from Goh, and the settlement of a lawsuit. The lawsuit is very convoluted, below are some of the details. It looks like to me like the new board and some of Notis' lenders took a look at the PCH deal and said,"wtf?" PCH is the company Goh, Pyatt and some guy named Kaller created. PCH entered into a "management service agreement" with two mj companies, one for edibles and the other seems to be an mj delivery service, but there web presence is minimal, so it's tough to say exactly. As part of the settlement that management service agreement was terminated.

Goh and Pyatt apparently haven't been paid in months for some reason, so they both filed a complaint with the California Labor Commissioner’s Office on or about July 3, 2017. As per the settlement, it looks like Pyatt and Keller are losing all of their stock options and Pyatt will withdraw his labor complaint.

Goh claims to be owed over $1 million, and that's not including the loans he made to Notis that convert into shares at a deep discount. Goh will most likely lose some of his options, but we'll have to wait and see. The settlement mentions the "Goh Exclusion," it's difficult to say what that is, but I believe Goh may still be a party to one or more lawsuits.

Another name in the settlement is OS 1,LLC. There seems to be a disagreement with OS 1 and PCH from February 20, 2017, about a month before Notis bought a stake in PCH. That lawsuit appears to be resolved with this settlement. I believe OS1 is a California llc, if it is, then it's most likely related to OS Technical, an IT staffing firm. In the settlement they mention a "Commercial Purification and Formulation Agreement," not really sure what that is. Could be a commercial water filter or something for cbd oil, who knows.

Goh's Letter
https://www.sec.gov/Archives/edgar/data/1547996/000161577417004705/s107304_ex10-123.htm


Here are some highlights from the settlement, I'm sure there's more buried in there.

WHEREAS, the Notis Parties and the PCH Parties have certain disagreements in respect of their respective rights and obligations in and related to the PCH SPA;

WHEREAS, Notis and Mr. Pyatt have certain disagreements in respect of their respective rights and obligations in and related to the Pyatt Employment Agreement, as manifested in part by Mr. Pyatt’s filing of the Pyatt Labor Complaint;

7.       Termination of the Pyatt Options; Termination of the Kaller Options
 
Mr. Pyatt hereby represents and warrants to the Notis Parties and to the Notis Lenders that he has not exercised any of the Pyatt Options and that all of the Pyatt Options are hereby cancelled and no longer exercisable. Mr. Kaller hereby represents and warrants to the Notis Parties and to the Notis Lenders that he has not exercised any of the Kaller Options and that all of the Kaller Options are hereby cancelled and no longer exercisable.

WHEREAS, PCH and California Cannabis Group (“CalCan”) and Devilish Delights, Inc. (collectively, with CalCan, the “SDO Parties”) entered into that certain Management Services Agreement, dated November 1, 2016 (the “PCH/SDO MSA


WHEREAS, PCH and the SDO Parties are parties to that certain lawsuit, styled, CALIFORNIA CANNABIS GROUP, a California nonprofit mutual benefit corporation, and DEVILISH DELIGHTS, INC., a California nonprofit mutual benefit corporation, Plaintiffs, vs. PCH INVESTMENT GROUP, INC., a California corporation, and DOES 1 to 20, inclusive, Defendants, San Diego Superior Court Case No. 37-2017-00023646-CU-BC-CTL, filed June 29, 2017, but not served (the “PCH/SDO Litigation”);
 
WHEREAS, PCH and the SDO Parties are parties to that certain Termination of Management Services Agreement and Mutual Settlement and Release Agreement, dated June 30, 2017 (the “PCH/SDO Release”);

WHEREAS, one or both of the Notis Lenders and PCH have certain disagreements in respect of their respective rights and obligations in and related to certain of the Notis Financing Documents;
 
WHEREAS, some or all of the Notis Parties and the Notis Lenders, on the one hand, and PCH and the PCH Parties, on the other hand, have certain disagreements in respect of the conduct of the PCH business;
 
WHEREAS, some or all of the Notis Parties and PCH have certain disagreements in respect of the ownership and possessory rights of certain of the furniture and equipment (collectively, the “Equipment”) utilized by PCH on its own behalf or on behalf of others in respect of the conduct of the PCH business at 9212 Mira Este Court, San Diego, California 92126;

Lawsuit Settlement
https://www.sec.gov/Archives/edgar/data/1547996/000161577417004705/s107304_ex10-122.htm



 


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