Notis Global (NGBL) 8-K Termination of a Material Definitive Agreement

Exhibit 10.123

August 11, 2017

Members of the Board of Directorsfor Notis Global,

I am writing toinform you of my resignation forgood reason from the company effective immediately.

As you areaware, on May 19, 2017, the Chairman of the Board, Ned Siegel informed me that I was to be terminated as CEO, and that David Montoya would bemy replacement. He stated this was a requirement of the lenders and supportedby you, the new Board of Directors. I accepted the Board's(your) decision,met with David Montoya that day and discussed how to work a smooth transition. No official termination date was set forme at that time. However in a phone conversation with Ned Siegel on June 13, 2017 I was told I was not terminated. Additionally, in a dinner with Board of Director Tom Gallo on June 20,2017 he also said I was notterminated. The information relayed in these conversations was entirely inconsistent with what I was told on May 19th.

At Ned Siegel’s instructions to Clint andme, since May 19, 2017 David Montoya has been effectively acting as CEOrunning the business andmaking the decisions, and Ihave cooperated by getting his written permission on decisions, and signing documents that he has instructedme to do. In other words, I have been subordinate to his instruction and decision-making. We were asked and cooperated inputting David Montoyaas a signer on thebank accounts. For the past few months, I have not been copied on emails and have not been involved in business operations and decision-making. I went to Denveron June 12th at your urging to help thecompany resolve a matter. Other than that, I have been effectively shut out of the business and have not in any way been performing the duties and responsibilities of CEO, as that role has unequivocally been bestowed to David Montoya since he took over the rolefor all intents and purposes on May 19th.

As you are well aware, I previously resigned on July 2, 2017, buttabled it based on the Board's recommendation. The Board communicated to me that if the parties hadmore time they could negotiate in good faith tocome up withmutually agreeable terms formy departure and payment of back wages and otherentitlements due and owing pursuant to my employment contract. Specifically, I am owed in excess of $1 million for back due wages (including compensationfor May, June, July 2017), approved cash bonuses, vacation pay, and severance according to my employment agreement dated March 15, 2017.This amount does not include loans to the company, stock bonusawards and other compensation as outlined in my employment agreement. As a result ofthe company's failure to remit paymentfor the foregoing back wages, I have a pendingclaim with the Department of Industrial Relations, Division of Labor Standards Enforcement.

Unfortunately, during the lastmonth,my hope and goodfaith intention of working with the company to resolve some of the issues referenced herein has fallen flat as the company has failed to offer any terms of resolution. Accordingly, due to the fact I am not getting paid,owed a significant amount of wages and thatmy duties, responsibilities and authority torun the business as CEO have been effectively stripped, I am resigningfor good reason as per the terms inmy fully executed employment agreement.

It has been apleasure serving as yourCEO.

Regards,

 

Jeff Goh