Exhibit 10.1


 


 


 


COMMON STOCK PURCHASE AGREEMENT


This Common Stock Purchase
Agreement (the “Agreement”) is entered into as of May 31, 2022, by and between MARIJUANA COMPANY OF AMERICA, a Utah
corporation (the “Company”), and DUTCHESS CAPITAL GROWTH FUND LP, a Delaware limited partnership (the “Investor”).
The Company and Investor may be referred to herein as each a “Party” and collectively, the “Parties”.


WHEREAS, the Parties
desire that, upon the terms and subject to the conditions contained herein, the Investor shall purchase, from time to time, as provided
herein, and the Company shall issue and sell Ten Million Dollars ($10,000,000) of the Company’s Common Stock (as defined below);


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.


“Average Daily Trading
Value” shall mean a per share price that shall be equal to the lowest trading price of the Company’s Common Stock on the
Principal Exchange during the during the five (5) Business Days immediately preceding the respective Drawdown Notice Delivery Date multiplied
by the Average Daily Trading Volume (as defined herein).


“Average Daily
Trading Volume” shall mean the average trading volume of the Company’s Common Stock for the five (5) Business Days immediately
preceding the respective Drawdown Notice Date.


“Bankruptcy Law”
means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


“Business Day”
shall mean a day on which the Principal Market shall be open for business.


“Claim
Notice” shall have the meaning specified in Section 9.3(a).


“Closing”
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.2.


“Closing Date”
shall mean the date on which the Drawdown Notice Shares are delivered.


“Commitment Amount”
shall mean Ten Million Dollars ($10,000,000).


“Commitment Period”
shall mean the thirty-six (36) months immediately following the initial date of effectiveness of the S-1 Registration Statement.


“Common Stock”
shall mean the Company’s common stock, no 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).


“Common Stock
Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any
time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any
time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.






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“Company”
shall have the meaning specified in the preamble to this Agreement.


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


“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).


Drawdown Notice”
shall mean a written notice from Company, substantially in the form of Exhibit A hereto, to Investor setting forth the Drawdown Notice
Shares which the Company intends to require Investor to purchase pursuant to the terms of this Agreement.


“Drawdown Notice
Date” shall have the meaning specified in Section 2.2 (b).


“Drawdown Notice
Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per applicable Drawdown
Notice in accordance with the terms and conditions of this Agreement.


Drawdown Notice True-Up
Shares” shall mean that number of additional shares to be delivered to the Investor as a result of a Drawdown Notice True Up
as more fully set forth in Section 2.3.


“DTC”
shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.


"DTC Chill”
shall mean a limitation of certain services available for a security on deposit at the DTC, such as the ability to make a deposit of withdrawal
of a security at DTC.


“DTC/FAST Program”
shall mean the DTC’s Fast Automated Securities Transfer Program.


“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the DTC.


“DWAC Eligible”
shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements, including,
without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the DTC’s
underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Drawdown Notice Shares are otherwise
eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Drawdown Notice
Shares, as applicable, via DWAC.


“DWAC Shares”
means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on
resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account with DTC under
the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.


“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 of this Agreement.


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


“Indemnified Party”
shall have the meaning specified in Section 9.2.


“Indemnifying
Party” shall have the meaning specified in Section 9.2.






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“Indemnity Notice”
shall have the meaning specified in Section 9.3(e).


“Investment Amount”
shall mean the Drawdown Notice Shares referenced in the Drawdown Notice multiplied by the Purchase Price (as defined herein).


“Investor”
shall have the meaning specified in the preamble to this Agreement.


“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


“Material Adverse
Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company and the Subsidiaries
that is material and adverse to the Company and the Subsidiaries 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 Transaction Document.


“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.


“Pricing Period”
shall mean the period of fifteen (15) Business Days immediately preceding the Drawdown Notice Date.


 


“Principal Market”
shall mean any of the national exchanges (i.e., NYSE, NYSE AMEX, Nasdaq), or principal quotation systems (i.e. OTCQX, OTCQB, OTC Pink,
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 sixty percent (60%) of the lowest traded price of the Common Stock during the Pricing Period.


“Registration
Statement” shall have the meaning specified in Section 6.2.


“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.


“SEC Documents”
shall have the meaning specified in Section 4.5.


“Securities”
means, collectively, the Drawdown Notice Shares.


“Securities Act”
shall mean the Securities Act of 1933, as amended.


“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock
or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the
Securities Act.


“Third Party Claim”
shall have the meaning specified in Section 9.3(a).


“Transaction Documents”
shall mean this Agreement and all schedules and exhibits hereto and thereto, including, but not limited to, the Registration Rights Agreement
by and between the Parties of even date herewith, attached hereto as Exhibit B


“Transfer Agent”
shall mean the current transfer agent of the Company, and any successor transfer agent of the Company.






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ARTICLE II

PURCHASE AND SALE OF COMMON STOCK


Section 2.1 DRAWDOWN
NOTICES. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the Company
shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Drawdown Notice from time to
time, to purchase Drawdown Notice Shares provided that the amount of Drawdown Notice Shares shall not exceed the lesser of; (i) $100,000
or (ii) 150% of the Average Daily Traded Value of the Stock during the five (5) days immediately preceding the Drawdown Notice date or
(iii) the Beneficial Ownership Limitation set forth in Section 7.2(g). Notwithstanding the foregoing, the Company may not deliver a subsequent
Drawdown Notice until ten (10) business days after the Closing of an active Drawdown Notice, except if waived by the Investor in writing.



Section 2.2 MECHANICS.


		(a)	DRAWDOWN NOTICE. At any time and from time to time during the Commitment
Period, except as provided in this Agreement, the Company may deliver a Drawdown Notice to Investor, subject to satisfaction of the conditions
set forth in Section 7.2 and otherwise provided herein. The Company shall deliver the Drawdown Notice Shares as DWAC Shares to the Investor
alongside delivery of the Drawdown Notice.



		(b)	DATE OF DELIVERY OF DRAWDOWN NOTICE. A Drawdown Notice shall be deemed
delivered on (i) the Business Day it is received by email by the Investor if such notice is received on or prior to 8:00 a.m. New York
time or (ii) the immediately succeeding Business Day if it is received by email after 8:00 a.m. New York time on a Business Day or at
any time on a day which is not a Business Day.



		(c)	CLOSING. The Closing of a Drawdown Notice shall occur upon delivery
of the Drawdown Notice Shares from the Company to the Investor, whereby the Investor, shall deliver the Investment Amount by wire transfer
of immediately available funds to an account designated by the Company.



Section 2.3
DRAWDOWN SHARE TRUE UP. If during the Pricing Period, or seven (7) business days following
the delivery of a Drawdown Notice, the Company shall issue any Common Stock Equivalents at an effective per share price of less than the
Purchase Price, then the Company shall immediately issue to the Investor that number of additional shares equal to the difference between
the Drawdown Notice Shares and what the Drawdown Notice Shares would have been at the adjusted lower purchase price. By way of example,
if the Drawdown Notice Shares were 1,000,000 shares at a purchase price of $0.01 per share for an aggregate Purchase Price of $10,000
and the Company issued Common Stock equivalents at $0.005 per share then the Company would issue an additional 1,000,000 true up shares
to the Investor according to the following mathematical formula: $10,000 divided by $0.005 per share (adjusted purchase price) equals
2,000,000 shares. Subtracting the 1,000,000 shares previously issued leaves an additional 1,000,000 shares to be issued.


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF INVESTOR


The Investor represents
and warrants to the Company that:


Section 3.1 INTENT.
The Investor is entering into this Agreement for its own account and the Investor has no present arrangement (whether or not legally binding)
at any time to sell the Securities to or through any Person in violation of the Securities Act or any applicable state securities laws;
provided, however, that the Investor reserves the right to dispose of the 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.






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Section 3.3 ACCREDITED
INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor has such experience
in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities. The Investor
acknowledges that an investment in the Securities is speculative and involves a high degree of risk.


Section 3.4 AUTHORITY.
The Investor has the requisite power and authority to enter into and perform its obligations under the Transaction Documents and to consummate
the transactions contemplated hereby and thereby. The execution and delivery of the Transaction Documents 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 the Investor is required. The Transaction Documents to which it is a party has been duly executed by the Investor, and when delivered
by the Investor in accordance with the terms hereof, will constitute the valid and binding obligation of the 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. The Investor is not an officer, director nor “affiliate” (as that term is defined in Rule 405 of
the Securities Act) of the Company.


Section 3.6 ORGANIZATION
AND STANDING. The Investor is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction
of its incorporation or formation with full right, power of a limited partnership, limited liability company or similar power in such
jurisdiction and duly authorized to enter into and to consummate the transactions contemplated by the Transaction Documents.


Section 3.7 ABSENCE
OF CONFLICTS. The execution and delivery of the Transaction Documents, 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 the Investor, (b) violate any provision of any indenture, instrument or agreement to which the
Investor is a party or is subject, or by which the 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 the 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 the Investor
is subject or to which any of its assets, operations or management may be subject.


Section 3.8 DISCLOSURE;
ACCESS TO INFORMATION. The 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 the Investor presented with or solicited by or through any leaflet, public promotional meeting, television
advertisement or any other form of general solicitation or advertising.


Section 3.10 BROKERS,
FINDERS AND FINANCIAL ADVISORS. No broker, finder or financial advisor has acted for the Investor in connection with this Agreement
or the transactions contemplated hereby, and no broker, finder or financial advisor is entitled to any broker’s, finder’s
or financial advisor’s fee, commission or similar payment in respect thereof based in any way on any contract with Investor.


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


The Company represents
and warrants to the Investor that, except as disclosed in the SEC Documents or except as set forth in the disclosure schedules hereto:






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Section 4.1 ORGANIZATION
OF THE COMPANY. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own
and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation
nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter
documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation
or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary,
except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result
in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or qualification.


Section 4.2 AUTHORITY.
The Company has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents.
The execution and delivery of the Transaction Documents 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. The Transaction Documents have 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 15,000,000,000 shares of Common Stock, par value of $0.001
per share, of which approximately 6,373,157,821,140 shares of Common Stock are issued and outstanding. Except as set forth on Schedule
4.3, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than
pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock
to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock
Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first
refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction
Documents. Except as set forth on Schedule 4.3 and except as a result of the purchase and sale of the Securities, there are no
outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities,
rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire
any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may
become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not
obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investor) and will not result in
a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities.
Except as otherwise disclosed in its SEC filings, there are no stockholders’ agreements, voting agreements or other similar agreements
with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among
any of the Company’s stockholders and the Company is not obligated to register the sale of any of its or their securities under
the 1933 Act and there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any
agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished
to the Investor true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate
of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all
securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.
The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to,
or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor
has the Company received any notification that the SEC is contemplating terminating such registration. The Company has not, in the twelve
(12) months preceding the date hereof, received notice from the Principal Market on which the Common Stock is or has been listed or quoted
to the effect that the Company is not in compliance with the listing or maintenance requirements of such Principal Market. The Company
is and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance
requirements.






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Section 4.4 SEC
DOCUMENTS; DISCLOSURE. Except as set forth on Schedule 4.4, the Company has filed all reports, schedules, forms, statements
and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a)
or 15(d) thereof, for the one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation
to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being
collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension of such
time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC
Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other
federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents when filed 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 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, immaterial, year-end audit adjustments). Except with respect to the material terms and conditions of the transactions
contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided
the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information.
The Company understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities
of the Company.


Section 4.5 VALID
ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents,
will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other than restrictions
on transfer provided for in the Transaction Documents.


Section 4.6 NO
CONFLICTS. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Drawdown Notice Shares, does not
and will not: (a) result in a violation of the Company’s or any Subsidiary’s certificate or articles of incorporation, by-laws
or other organizational or charter documents, (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, result in the creation of any Lien upon any of the properties or assets of the
Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture,
instrument or any “lock-up” or similar provision of any underwriting or similar agreement to which the Company or any
Subsidiary 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 any Subsidiary or by which any property or asset of the
Company or any Subsidiary 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 the Transaction Documents (other than any SEC, FINRA or state securities filings that may be required
to be made by the Company in connection with or subsequent to any Closing or 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 4.7 NO
MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company that has not been disclosed
in subsequent SEC filings.


Section 4.8 LITIGATION
AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents or as set forth on Schedule 4.8, there are no actions, suits,
investigations, inquiries or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company, any
Subsidiary or any of their respective properties, nor has the Company received any written or oral notice of any such action, suit, proceeding,
inquiry or investigation, which would have a Material Adverse Effect. No judgment, order, writ, injunction or decree or award has been
issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental agency which would have a Material Adverse
Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving
the Company, any Subsidiary or any current or former director or officer of the Company or any Subsidiary.






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Section 4.9 REGISTRATION
RIGHTS. Except as set forth on Schedule 4.9, in the Registration Rights Agreement by and between the Parties of even date herewith,
attached hereto as Exhibit B, no Person (other than the Investor) has any right to cause the Company to effect the registration under
the Securities Act of any securities of the Company or any Subsidiary.


ARTICLE V

COVENANTS OF INVESTOR


Section 5.1 SHORT
SALES AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor, trading for or on behalf of the Investor as a
“related party” as defined by Item 404 of Regulation SK, will execute any Short Sales (as defined by the US Securities and
Exchange Commission) 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 the Drawdown Notice of such number of shares of Common Stock reasonably expected to be
purchased under the Drawdown Notice shall not be deemed a Short Sale. The Investor shall, until such time as the transactions contemplated
by the Transaction Documents are publicly disclosed by the Company in accordance with the terms of the Transaction Documents, maintain
the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents.


Section 5.2 COMPLIANCE
WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with respect to shares of Common Stock will be in compliance
with all applicable state and federal securities laws and regulations and the rules and regulations of FINRA and the Principal Market.


ARTICLE VI

COVENANTS OF THE COMPANY


Section 6.1 LISTING
OF COMMON STOCK. The Company shall promptly secure the listing of all of the Drawdown Notice Shares to be issued to the Investor hereunder
on the Principal Market (subject to official notice of issuance) and shall use commercially reasonable efforts to maintain, so long as
any shares of Common Stock shall be so listed, the listing of all such Drawdown Notice Shares from time to time issuable hereunder. 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 FINRA and the Principal Market.


Section 6.2 FILING
OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall file a Current Report on Form 8-K, including the Transaction
Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the transactions contemplated by,
and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company
shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Business
Days prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor shall use
its commercially reasonable efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business Day
from the date the Investor receives it from the Company. The Company shall also file with the SEC, within forty-five (45) Business Days
from the date hereof, a new registration statement (the “Registration Statement”) covering only the resale of the Drawdown
Notice Shares and any other shares as directed by Investor.


ARTICLE VII

CONDITIONS TO DELIVERY OF

DRAWDOWN NOTICE AND CONDITIONS TO CLOSING


Section 7.1 CONDITIONS
PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL DRAWDOWN NOTICE SHARES. The right of the Company to issue and sell the Drawdown
Notice Shares to the Investor is subject to the satisfaction of each of the conditions set forth below:


		(a)	ACCURACY OF COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations
and warranties of the Company shall be true and correct in all material respects as of the date of this Agreement and as of the date of
each Closing as though made at each such time.




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		(b)	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.



		(c)	NO KNOWLEDGE. The Company shall have no knowledge of an event it
reasonably deems more likely than not to have the effect of causing the Registration Statement to be suspended or otherwise ineffective
(which event is more likely than not to occur within the fifteen (15) Business Days following the Business Day on which such Drawdown
Notice is deemed delivered).



		(d)	PERFORMANCE BY COMPANY. Company 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 the Company at or prior to such Closing.



		(e)	PRINCIPAL MARKET REGULATION. The Company shall not issue any Drawdown
Notice Shares, and the Investor shall not have the right to receive any Drawdown Notice Shares, if the issuance of such Drawdown Notice
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”).



		(f)	NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of
the Drawdown Notice Shares shall not violate the shareholder approval requirements of the Principal Market.



Section 7.2 CONDITIONS
PRECEDENT TO THE OBLIGATION OF INVESTOR TO DRAWDOWN NOTICE SHARES. The obligation of the Investor hereunder to purchase Drawdown Notice
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 resale by the Investor of the Drawdown Notice Shares and (i) neither
the Company nor the 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 of, 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’s shall be true and correct in all material respects as of the date of this Agreement
and as of the date of each Closing (except for representations and warranties specifically made as of a particular date). 



		(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 the Transaction Documents, and no
proceeding shall have been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions
contemplated by the Transaction Documents.



		(e)	SEC DOCUMENTS. All reports, schedules, registrations, forms, statements,
information and other documents required to have been filed by the Company with the SEC pursuant to the reporting requirements of the
Exchange Act shall have been filed with the SEC within the applicable time periods prescribed for such filings under the Exchange Act.




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		(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 FINRA, or otherwise halted for any reason, and the
Common Stock shall have been approved for listing or quotation on and shall not have been delisted from the Principal Market. In the event
of a suspension, delisting, or halting for any reason, of the trading of the Common Stock, as contemplated by this Section 7.2(f), the
Investor shall have the right to return to the Company any amount of Drawdown Notice Shares associated with such Drawdown Notice, and
the Investment Amount with respect to such Drawdown Notice shall be reduced accordingly.



		(g)	BENEFICIAL OWNERSHIP LIMITATION. The number of Drawdown Notice Shares
then to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common
Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than
the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 of the Exchange Act and the regulations
promulgated thereunder. For purposes of this Section 7.2(g), in the event that the amount of Common Stock outstanding is greater on a
Closing Date than on the date upon which the Drawdown Notice associated with such Closing Date is given, the amount of Common Stock outstanding
on such issuance of a Drawdown Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of
Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following such Closing Date. The
“Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately
prior to the issuance of shares of Common Stock issuable pursuant to a Drawdown Notice. 



		(h)	PRINCIPAL MARKET REGULATION. The issuance of the Drawdown Notice
Shares shall not exceed the Exchange Cap.



		(i)	DWAC ELIGIBLE. The Common Stock must be DWAC Eligible and not subject
to a “DTC chill”.



ARTICLE VIII

LEGENDS


Section 8.1 NO
RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the Drawdown Notice Shares.


Section 8.2 INVESTOR’S
COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations hereunder 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 the 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.






    	10 



    	 



    

The addresses for such communications
shall be:


If to the Company:


MARIJUANA COMPANY OF AMERICA, INC.


Attn: Jesus Quintero


633 West Fifth Street, Suite 2826


Los Angeles, CA 90071


Email: jesus@hempsmart.com


 


 


If to the Investor:


DUTCHESS CAPITAL GROWTH FUND LP


ATT/Michael Novielli


75 Port City Landing, Suite 200


Mount Pleasant, SC 29464


Email: mnovielli@dutchesscapital.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 the
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 the Indemnified Party’s failure to perform any covenant or
agreement contained in this Agreement or the 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 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.




    	11 



    	 



    
		(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 take over 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.




    	12 



    	 



    
		(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 Delaware without
regard to the principles of conflicts of law. Each of the Company and the Investor hereby submits to the exclusive jurisdiction of the
United States federal and state courts located in California, County of Los Angeles, with respect to any dispute arising under the Transaction
Documents or the transactions contemplated 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. 






    	13 



    	 



    

Section 10.3 ASSIGNMENT.
The Transaction Documents shall be binding upon and inure to the benefit of the Company and the Investor and their respective successors.
Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other Person. 


Section 10.4 NO
THIRD-PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective successors,
and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth in Section 9.3.


Section 10.5 TERMINATION.
The Company may terminate this Agreement at any time by written notice to the Investor in the event of a material breach of this Agreement
by the Investor. In addition, this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period; (ii)
the date that the Company sells and the Investor purchases the Commitment Amount; (iii) the date in which the Registration Statement is
no longer effective, or (iv) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary
case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all
of its property or the Company makes a general assignment for the benefit of its creditors; provided, however, that the provisions of
Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth in Article X shall survive the
termination of this Agreement.


Section 10.6 ENTIRE
AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the Company
and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings, oral or
written, with respect to such matters, which the Parties acknowledge have been merged into such documents, exhibits and schedules.


Section 10.7 FEES
AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each Party shall pay
the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement except that the Investor will withhold from the
first closing and directly pay legal fees of $7,500 to Investors Counsel Attorneys PC along with placement agent fees of 1% of the Investment
Amount set forth in each Drawdown Notice to JH Darby & Co . The Company shall pay any Transfer Agent fees (including any fees required
for same-day processing of any instruction letter delivered by the Company), stamp taxes and other taxes and duties levied in connection
with the delivery of any Securities to the Investor.


Section 10.8 COUNTERPARTS.
The Transaction Documents 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. The Transaction Documents may be delivered to the other parties hereto
by email of a copy of the Transaction Documents 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.






    	14 



    	 



    

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 the Investor. The Company therefore agrees that the 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   AMENDMENTS;
WAIVERS. No provision of this Agreement may be amended or waived by the Parties from and after the date that is one (1) Business Day
immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, (i)
no provision of this Agreement may be amended other than by a written instrument signed by both Parties hereto and (ii) no provision of
this Agreement may be waived other than in a written instrument signed by the Party against whom enforcement of such waiver is sought.
No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.


Section
10.15   PUBLICITY.
The Company and the 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 Party with prior notice of such public statement. Notwithstanding the foregoing, the Company shall not publicly disclose the
name of the Investor without the prior written consent of the Investor, except to the extent required by law. The Investor acknowledges
that 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. The 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]




    	15 



    	 



    


 


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.


	 	MARIJUANA COMPANY OF AMERICA, INC.


 


By:


 


/s/ Jesus Quintero


Name: Jesus Quintero


Title: Chief Executive Officer

	 	 
	 	DUTCHESS CAPITAL GROWTH FUND LP

       


By:





 


/s/ Michael Novielli


Name: Michael Novielli


Title:Managing Member, Dutchess Capital


Advisors LLC, General Partner to: Dutchess


Capital Growth Fund L.P.

	 	 
	 	 









 


 


[Signature Page to Common Stock Purchase
Agreement]




    	16 



    	 



    


DISCLOSURE SCHEDULES TO

EQUITY PURCHASE AGREEMENT


Schedule 4.3 – Capitalization


Schedule 4.4 – SEC Documents


Schedule 4.8 – Litigation


Schedule 4.9 – Registration Rights




    	 



    	 



    


EXHIBIT A


FORM OF DRAWDOWN NOTICE


TO: DUTCHESS CAPITAL GROWTH FUND LP


We refer to the common stock purchase
agreement, dated as of May [___], 2022, (the “Agreement”), entered into by and between MARIJUANA COMPANY OF AMERICA,
INC. and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.


We hereby:


1) Give you notice that we require you to purchase
__________ Drawdown Notice Shares; and


2) Certify that, as of the date hereof, the
conditions set forth in Section 7.2 of the Agreement are satisfied.


 


MARIJUANA COMPANY OF AMERICA, INC.


By: ____________________________


 


Name: Jesus Quintero


Title: Chief Executive
Officer