Exhibit 10.12


 


 


 


MARIJUANA COMPANY OF AMERICA, INC.


SUBSCRIPTION AGREEMENT


 


The undersigned (the “Investor”)
hereby confirms its agreement with Marijuana Company of America, Inc., a Utah corporation (the “Company”), as
follows:


 


1. This Subscription Agreement, including
the Terms and Conditions for Purchase of Securities attached hereto as Annex I (collectively, this “Agreement”)
is made as of the date set forth below between the Company and the Investor.


 


2. The Company has authorized the sale
and issuance to certain investors of up to a maximum of 646,883,314 authorized and unissued shares (the “Shares”)
of its common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $0.002 per
Share (the “Purchase Price”).


 


3. The offering and sale of the Shares
(the “Offering”) are being made pursuant to (1) an effective Registration Statement on Form S-1, File No. 333-                    (the
“Registration Statement”) filed under the Securities Act of 1933, as amended (the “Securities Act”),
and by the Company with the U.S. Securities and Exchange Commission (the “Commission”) (including the preliminary
prospectus contained therein (the “Preliminary Prospectus”)), and (2) if applicable, certain “free
writing prospectuses” (as that term is defined in Rule 405 under the Securities Act), that have been filed with the Commission
and delivered to the Investor on or prior to the date hereof (the “Issuer Free Writing Prospectus”), containing
certain supplemental information regarding the Shares, the terms of the Offering and the Company, and (3) a final prospectus
(the “Prospectus”) that has been or will be filed with the Commission and delivered to the Investor (or made
available to the Investor by the filing by the Company of an electronic version thereof with the Commission).


 


4. The Company and the Investor agree
that at the Closing (as defined in Section 3.1 of Annex I), the Investor will purchase from the Company and the Company
will issue and sell to the Investor the Shares set forth below for the aggregate Purchase Price set forth below. The Shares shall
be purchased pursuant to the Terms and Conditions for Purchase of Securities attached hereto as Annex I and incorporated
herein by this reference as if fully set forth herein. The Investor acknowledges that the Offering is not being underwritten by
any underwriter, as disclosed in the Prospectus.


 


5. The manner of settlement of the Shares
purchased by the Investor shall be determined by such Investor as follows (check one):


 


	[    ]	A. Delivery by crediting the account of the Investor’s prime broker (as specified by such Investor on Exhibit A annexed hereto) with the Depository Trust Company (“DTC”) through its Deposit/Withdrawal At Custodian (“DWAC”) system, whereby Investor’s prime broker shall initiate a DWAC transaction on the Closing Date using its DTC participant identification number, and released by DTC, the Company’s transfer agent (the “Transfer Agent”), at the Company’s direction. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL: 


 


	 	(I)	DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DWAC INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES, AND 


 


	 	(II)	REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT: 


 


 






    	  





    	 



    

 


 


Bank Name:   


ABA Number:                         


A/C Name:     


A/C Number:                       


FBO: Investor Name:                                          
               


Social Security Number or


Employer Identification Number:                                         


 


—OR—


 


	[    ]	
        B. Delivery versus payment (“DVP”)
        through DTC (i.e., on the Closing Date, the Company shall issue Shares registered in the Investor’s name and address as set
        forth below and released by the Transfer Agent directly to the account(s) identified by the Investor; upon receipt of such Shares.

         

        NO LATER THAN ONE (1) BUSINESS DAY
        AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:



 


	 	(I)	NOTIFY AGENT OF THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES BEING PURCHASED BY SUCH INVESTOR, AND 


 


	 	(II)	CONFIRM THAT THE ACCOUNT TO BE CREDITED WITH THE SHARES BEING PURCHASED BY THE INVESTOR HAVE A MINIMUM BALANCE EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY THE INVESTOR. 


 


IT IS THE INVESTOR’S RESPONSIBILITY
TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR
SETTLEMENT BY WAY OF DWAC OR DVP IN A TIMELY MANNER. IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE PURCHASE PRICE FOR THE SHARES
OR DOES NOT MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE SHARES MAY NOT BE DELIVERED AT CLOSING TO THE INVESTOR
OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING ALTOGETHER.


 


6. The Investor represents that, except
as set forth below, (a) it has had no position, office or other material relationship within the past three years with the
Company or persons known to it to be affiliates of the Company, (b) it is not a member of the Financial Industry Regulatory
Authority, Inc. (“FINRA”) or an Associated Person (as such term is defined under the FINRA’s NASD Membership
and Registration Rules Section 1011) as of the Closing, and (c) neither the Investor nor any group of Investors (as identified
in a public filing made with the Commission) of which the Investor is a part in connection with the Offering, acquired, or obtained
the right to acquire, 20% or more of the Common Stock (or securities convertible into or exercisable for Common Stock) or the voting
power of the Company on a post-transaction basis. Exceptions:


 


(If no exceptions, write “none.”
If left blank, response will be deemed to be “none.”)


 


7. The Investor represents that it has
received (or otherwise had made available to it by the filing by the Company of an electronic version thereof with the Commission)
the Preliminary Prospectus which is a part of the Company’s Registration Statement, the documents incorporated by reference
therein and any free writing prospectus (collectively, the “Disclosure Package”), prior to or in connection
with the receipt of this Agreement. The Investor acknowledges that, prior to the delivery of this Agreement to the Company, the
Investor will receive certain additional information regarding the Offering, including pricing information (the “Offering
Information”). Such information may be provided to the Investor by any means permitted under the Securities Act, including
the Prospectus, a free writing prospectus and oral communications.


 






    	  





    	 



    

 


 


8. No offer by the Investor to buy Shares
will be accepted and no part of the Purchase Price will be delivered to the Company until the Investor has received the Offering
Information and the Company has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn
or revoked, without obligation or commitment of any kind, at any time prior to the Company (or Agent on behalf of the Company)
sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve
no obligation or commitment of any kind until the Investor has been delivered the Offering Information and this Agreement is accepted
and countersigned by or on behalf of the Company.


 


	 	 	 	 	 
	Number of Shares:	 	 	 	 
	Purchase Price per Share:	 	
         

        $
	 	 
	Aggregate Purchase Price:	 	
         

        $
	 	 


 


Please confirm that the foregoing correctly
sets forth the agreement between us by signing in the space provided below for that purpose.


 


	 	 	 
	Dated as of:                     , 2020
	 
	 
	INVESTOR
	 	 
	By:	 	 
	Print Name:	 	 
	Title:	 	 
	Address:	 	 
	 	 	 
	 	 	 



Agreed and Accepted this             day
of                     2020:


 


	 	 	 
	MARIJUANA COMPANY OF AMERICA, INC.
	 	 
	By:    	 	 
	 	 	Name:
	 	 	Title:


 


 




    	  





    	 



    


 


ANNEX I


 


TERMS AND CONDITIONS FOR PURCHASE OF
SECURITIES


 


1. Authorization and Sale of the Shares.
Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Shares.


 


2. Agreement to Sell and Purchase the
Shares.


 


2.1 At the Closing (as defined in Section 3.1),
the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth
herein, the number of Shares set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Securities
are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on
the Signature Page.


 


2.2 The Company proposes to enter into
substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”)
and expects to complete sales of Shares to them. The Investor and the Other Investors are hereinafter sometimes collectively referred
to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter
sometimes collectively referred to as the “Agreements.”


 


3. Closings and Delivery of the Securities
and Funds.


 


3.1 Closing. The completion
of the purchase and sale of the Shares (the “Closing”) shall occur at a place and time (the “Closing
Date”) to be specified by the Company and the Investors At the Closing, (a) the Company shall cause the Company’s
Transfer Agent to deliver to the Investor the number of Shares purchased by the Investor as set forth on the Signature Page registered
in the name of the Investor or, if so indicated on the Investor Questionnaire attached hereto as Exhibit A, in the name
of a nominee designated by the Investor, and (b) the aggregate purchase price for the Shares being purchased by the Investor
will be delivered by or on behalf of the Investor to the Company.


 


3.2 Conditions to the Obligations of
the Parties.


 


(a) Conditions to the Company’s
Obligations. The Company’s obligation to issue and sell the Shares to the Investor shall be subject to: (i) the
receipt by the Company of the purchase price for the Shares being purchased hereunder as set forth on the Signature Page and (ii) the
accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to
be fulfilled prior to the Closing Date, all as set forth in this Annex I and in the Subscription Agreement to which it is
attached.


 


(b) Conditions to the Investor’s
Obligations. The Investor’s obligation to purchase the Shares will be subject to the accuracy of the representations
and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing
Date. The Investor’s obligations are expressly not conditioned on the purchase by any Other Investor of the Shares that such
Other Investor has agreed to purchase from the Company, but are explicitly conditioned on the purchase by Investors and sale by
the Company of not less than             Shares in the offering.


 


3.3 Delivery of Funds.


 


(a) DWAC Delivery. If the Investor
elects to settle the Shares purchased by such Investor through DTC’s Deposit/Withdrawal at Custodian (“DWAC”)
delivery system, no later than one (1) business day after the execution of this Agreement by the Investor and the Company,
the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares being purchased
by the Investor to the following Escrow Account designated by the Company:


 






    	  





    	 



    

 


 


Bank Name:


ABA Number:


A/C Name:


A/C Number:


FBO: Investor Name:                                          
       


Social Security Number or


Employer Identification Number:                              


 


3.4 Delivery of Shares.


 


(a) DWAC Delivery. If the Investor
elects to settle the Shares purchased by such Investor through DTC’s DWAC delivery system, no later than one (1) business
day after the execution of this Agreement by the Investor and the Company, the Investor shall direct the broker-dealer
at which the account or accounts to be credited with the Shares being purchased by such Investor are maintained, which broker/dealer
shall be a DTC participant, to set up a DWAC instructing the Transfer Agent to credit such account or accounts with the Shares.
Such DWAC instruction shall indicate the settlement date for the deposit of the Shares. Upon the closing of the Offering, the Company
shall direct the Transfer Agent to credit the Investor’s account or accounts with the Shares pursuant to the information
contained in the DWAC.


 


(b) Delivery Versus Payment through
The Depository Trust Company. If the Investor elects to settle the Shares purchased by such Investor by delivery versus payment
through DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company,
the Investor shall notify the Company of the account to be credited with the Shares being purchased by such Investor. On the Closing
Date, the Company shall deliver the Shares to the Investor through DTC directly to the account(s) identified by Investor.


 


4. Representations, Warranties and
Covenants of the Investor.


The Investor acknowledges, represents
and warrants to, and agrees with, the Company that:


 


4.1 The Investor (a) has answered
all questions in this Subscription Agreement, including this Annex I and the Investor Questionnaire in Exhibit A,
and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (b) in
connection with its decision to purchase the Shares set forth in the Subscription Agreement, has received and is relying only upon
the Disclosure Package and the documents incorporated by reference therein and the Offering Information.


 


4.2(a) No action has been or will be taken
in any jurisdiction outside the United States by the Company that would permit an offering of the Shares, or possession or distribution
of offering materials in connection with the issue of the Shares in any jurisdiction outside the United States where action for
that purpose is required, (b) if the Investor is outside the United States, it will comply with all applicable laws and regulations
in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any
offering material, in all cases at its own expense.


 


4.3(a) The Investor has full right, power,
authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement constitutes a valid
and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and
contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights
to indemnification or contribution that may violate the public policy underlying any law, rule or regulation (including any federal
or state securities law, rule or regulation).


 






    	  





    	 



    

 


 


4.4 The Investor understands that nothing
in this Agreement, the Preliminary Prospectus, the Disclosure Package, the Offering Information, the Prospectus or any other materials
presented to the Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The
Investor has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed
necessary or appropriate in connection with its purchase of Shares.


 


5. Survival of Representations, Warranties
and Agreements; Third Party Beneficiary. Notwithstanding any investigation made by any party to this Agreement, all covenants,
agreements, representations and warranties made by the Company and the Investor herein will survive the execution of this Agreement,
the delivery to the Investor of the Shares and the payment therefor.


 


6. Notices. All notices, requests,
consents and other communications hereunder will be in writing, will be mailed (a) if within the domestic United States by
first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile
or (b) if delivered from outside the United States, by International Federal Express or facsimile, and will be deemed given
(i) if delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii) if delivered
by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal
Express, two business days after so mailed, and (iv) if delivered by facsimile, upon electronic confirmation of receipt and
will be delivered and addressed as follows:


 


(a) if to the Company, to:


 


Marijuana Company of America,
Inc.


Attention: Jesus Quintero


1340 West Valley Parkway, Suite
205


Escondido, CA 92029


Telephone: (888) 777-4362


 


(b) if to the Investor, at its address
on the Signature Page hereto, or at such other address or addresses as may have been furnished to the Company in writing.


 


7. Changes. This Agreement may
not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.


 


8. Headings. The headings of the
various sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this
Agreement.


 


9. Severability. In case any provision
contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein will not in any way be affected or impaired thereby.


 


10. Governing Law. This Agreement
will be governed by, and construed in accordance with, the internal laws of the State of Utah, without giving effect to the principles
of conflicts of law that would require the application of the laws of any other jurisdiction.


 


11. Counterparts. This Agreement
may be executed in two or more counterparts, each of which will constitute an original, but all of which, when taken together,
will constitute but one instrument, and will become effective when one or more counterparts have been signed by each party hereto
and delivered to the other parties. The Company and the Investor acknowledge and agree that the Company shall deliver its counterpart
to the Investor along with the Prospectus (or the filing by the Company of an electronic version thereof with the Commission).


 


12. Confirmation of Sale. The Investor
acknowledges and agrees that such Investor’s receipt of the Company’s signed counterpart to this Agreement, together
with the Prospectus (or the filing by the Company of an electronic version thereof with the Commission), shall constitute written
confirmation of the Company’s sale of the Shares to such Investor.


  


 






    	  





    	 



    

 


 


EXHIBIT A


 


MARIJUANA COMPANY OF AMERICA, INC.


INVESTOR QUESTIONNAIRE


 


Pursuant to Section 3 of Annex
I to the Agreement, please provide us with the following information:


 


	 	 	 	 	 
	1.	 	The exact name that your Shares are to be registered in. You may use a nominee name if appropriate:	 	 
	 	 	 
	2.	 	The relationship between the Investor and the registered holder listed in response to item 1 above:	 	 
	 	 	 
	3.	 	The mailing address of the registered holder listed in response to item 1 above:	 	 
	 	 	 
	4.	 	The Social Security Number or Tax Identification Number of the registered holder listed in the response to item 1 above:	 	 
	 	 	 
	5.	 	Name of DTC Participant (broker-dealer at which the account or accounts to be credited with the Shares are maintained):	 	 
	 	 	 
	6.	 	DTC Participant Number:	 	 
	 	 	 
	7.	 	Name of Account at DTC Participant being credited with the Shares:	 	 
	 	 	 
	8.	 	Account Number at DTC Participant being credited with the Shares: