Exhibit 10.2


 


REGISTRATION RIGHTS
AGREEMENT


This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 31, 2022, by and between MARIJUANA COMPANY OF AMERICA,
INC., a Utah corporation (the “Company”), and DUTCHESS CAPITAL GROWTH FUND, LP, a Delaware limited partnership (together
with it permitted assigns, the “Investor”) (the Company and Investor each a “Party” and together
the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings
set forth in the Common Stock Purchase Agreement by and between the Parties, dated as of the date hereof (as amended, restated, supplemented,
or otherwise modified from time to time, the “Purchase Agreement”).


RECITALS


WHEREAS,
in consideration of Ten Million Dollars ($10,000,000) of Company Common stock that may be issued by the Company under the Purchase
Agreement, and to induce the Investor to enter into the Purchase Agreement, the Company has agreed to provide to Investor certain registration
rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “Securities Act”), and any applicable state securities laws. This Agreement sets for the terms and conditions
agreed upon by the Parties of such registration rights.


NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein and in the Purchase Agreement, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


		1.	DEFINITIONS.
                                            As used in this Agreement, the following terms shall have the following meanings:



		(a)	“Investor”
                                            means Dutchess Capital Growth Fund, LP, as defined above, including any transferee or assignee
                                            thereof to whom an Investor assigns its rights under this Agreement in accordance with Section
                                            8 hereof, and who agrees to become bound by the provisions of this Agreement, and any transferee
                                            or assignee thereof to whom a transferee or assignee subsequently assigns its rights under
                                            this Agreement in accordance with Section 8 hereof, and who agrees to become bound by the
                                            provisions of this Agreement.



		(b)	“Person”
                                            means any individual or entity including, but not limited to, any corporation, a limited
                                            liability company, an association, a partnership, an organization, a business, an individual,
                                            a governmental or political subdivision thereof or a governmental agency.



		(c)	“Register”,
                                            “registered”, and “registration” refer to a registration
                                            effected by preparing and filing one or more registration statements of the Company in compliance
                                            with the Securities Act and/or pursuant to Rule 415 under the Securities Act or any successor
                                            rule providing for offering securities on a continuous basis (“Rule 415”),
                                            and the declaration or ordering of effectiveness of such registration statement(s) by the
                                            United States Securities and Exchange Commission (the “SEC”).



		(d)	“Registrable
                                            Securities” means (a) an aggregate of up to the Drawdown Notice Shares, and (b)
                                            any shares of common stock issued to the Investor as a result of any stock split, stock dividend,
                                            recapitalization, exchange or similar event as well as any Drawdown Notice True Up Shares
                                            issued to the Investor pursuant to the Purchase Agreement.



		(e)	“Registration
                                            Statement” means one or more registration statements of the Company covering only
                                            the sale of the Registrable Securities.




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		2.	REGISTRATION.



		(a)	Mandatory
                                            Registration. The Company shall, within forty-five (45) Business Days from the date hereof,
                                            file with the SEC an initial Registration Statement covering the maximum number of Registrable
                                            Securities (beginning with the Drawdown Notice Shares as shall be permitted to be included
                                            thereon in accordance with applicable SEC rules, regulations and interpretations so as to
                                            permit the resale of such Registrable Securities by the Investor, including but not limited
                                            to under Rule 415 under the Securities Act at then-prevailing market prices (and not fixed
                                            prices), as mutually determined by both the Company and the Investor in consultation with
                                            their respective legal counsel, not to exceed the aggregate number of authorized shares of
                                            the Company’s Common Stock then available for issuance in its Certificate of Incorporation
                                            at the time such Registration Statement is filed. The initial Registration Statement shall
                                            register only the Registrable Securities. The Investor and its counsel shall have a reasonable
                                            opportunity to review and comment upon such Registration Statement and any amendment or supplement
                                            to such Registration Statement and any related prospectus prior to its filing with or submission
                                            to the SEC, and the Company shall consider any reasonable recommendations. The Investor shall
                                            promptly furnish all information reasonably requested by the Company for inclusion therein.
                                            The Company shall use commercially reasonable efforts to have the initial Registration Statement
                                            and any amendment declared effective by the SEC as soon as practicable. The Company shall
                                            use commercially reasonable efforts to maintain the effective status of the Registration
                                            Statement, including, but not limited, to requirements under Rule 415 promulgated under the
                                            Securities Act and available for the resale by the Investor of all of the Registrable Securities
                                            covered thereby at all times until the earlier of (i) the date as of which the Investor may
                                            sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated
                                            under the Securities and (ii) the date on which the Investor shall have sold all the Registrable
                                            Securities covered thereby and no Available Amount remains under the Purchase Agreement (the
                                            “Registration Period”). The Company shall use commercially reasonable
                                            efforts in preparing the Registration Statement (including any amendments or supplements
                                            thereto and prospectuses contained therein) in order for the Registration Statement to not
                                            contain any untrue statement of a material fact or omit to state a material fact required
                                            to be stated therein, or necessary to make the statements therein, in light of the circumstances
                                            in which they were made, not misleading.



		(b)	Rule
                                            424 Prospectus. The Company shall, as required by applicable securities regulations,
                                            from time-to-time file with the SEC, pursuant to Rule 424 promulgated under the Securities
                                            Act, the prospectus and prospectus supplements, if any, to be used in connection with sales
                                            of the Registrable Securities under the Registration Statement. The Investor and its counsel
                                            shall have a reasonable opportunity to review and comment upon such prospectus prior to its
                                            filing with or submission to the SEC, and the Company shall give due consideration to all
                                            such comments and/or reasonable recommendations. The Investor shall use commercially reasonable
                                            efforts to comment upon such prospectus within one (1) Business Day from the date the Investor
                                            receives the final pre-filing version of such prospectus.



		(c)	Sufficient
                                            Number of Shares Registered. In the event the number of shares available under the Registration
                                            Statement is insufficient to cover all of the Registrable Securities, the Company shall amend
                                            the Registration Statement or file a new Registration Statement (a “New Registration
                                            Statement”), so as to cover all of such Registrable Securities (subject to the limitations
                                            set forth in Section 2(a)) as soon as practicable, but in any event not later than ten (10)
                                            Business Days after the necessity therefor arises, subject to any limits that may be imposed
                                            by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use its commercially
                                            reasonable efforts to cause such amendment and/or New Registration Statement to become effective
                                            as soon as practicable following the filing thereof. Unless the Registration Period has ended,
                                            in the event that any of the Drawdown Notice Shares are not included in the Registration
                                            Statement, or have not been included in any New Registration Statement and the Company files
                                            any other registration statement under the Securities Act (other than on Form S-4, Form S-8,
                                            or with respect to other employee related plans or rights offerings) (“Other Registration
                                            Statement”) then the Company shall include in such Other Registration Statement
                                            first all of such Drawdown Notice Shares that have not been previously registered, and second
                                            any other securities the Company wishes to include in such Other Registration Statement.
                                            Unless the Registration Period has ended, the Company agrees that it shall not file any such
                                            Other Registration Statement unless all of the Drawdown Notice Shares have been included
                                            in such Other Registration Statement or otherwise have been registered for resale as described
                                            above.




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		(d)	Offering.
                                            If the staff of the SEC (the “Staff’) or the SEC seeks to characterize
                                            any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting
                                            an offering of securities that does not permit such Registration Statement to become effective
                                            and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and
                                            not fixed prices), or if after the filing of the initial Registration Statement with the
                                            SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to
                                            reduce the number of Registrable Securities included in such initial Registration Statement,
                                            then the Company shall reduce the number of Registrable Securities to be included in such
                                            initial Registration Statement (with the prior consent, which shall not be unreasonably withheld,
                                            of the Investor and its legal counsel as to the specific Registrable Securities to be removed
                                            therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement
                                            to become effective and be used as aforesaid. Unless the Registration Period has ended, in
                                            the event of any reduction in Registrable Securities pursuant to this paragraph, the Company
                                            shall file one or more New Registration Statements in accordance with Section 2(c) until
                                            such time as all Registrable Securities have been included in Registration Statements that
                                            have been declared effective and the prospectus contained therein is available for use by
                                            the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary,
                                            the Company’s obligations to register Registrable Securities (and any related conditions
                                            to the Investor’s obligations) shall be qualified as necessary to comport with any
                                            requirement of the SEC or the Staff as addressed in this Section 2(d).



		3.	RELATED
                                            OBLIGATIONS. With respect to the Registration Statement and whenever any Registrable
                                            Securities are to be registered pursuant to Section 2 including on any New Registration Statement,
                                            the Company shall use its commercially reasonable efforts to affect the registration of the
                                            Registrable Securities in accordance with the intended method of disposition thereof and,
                                            pursuant thereto, the Company shall have the following obligations:



		(a)	The Company
                                            shall prepare and file with the SEC such amendments (including post-effective amendments)
                                            and supplements to any registration statement and the prospectus used in connection with
                                            such registration statement, which prospectus is to be filed pursuant to Rule 424 promulgated
                                            under the Securities Act, as may be necessary to keep the Registration Statement or any New
                                            Registration Statement effective at all times during the Registration Period, and, during
                                            such period, comply with the provisions of the Securities Act with respect to the disposition
                                            of all Registrable Securities of the Company covered by the Registration Statement or any
                                            New Registration Statement until such time as all of such Registrable Securities shall have
                                            been disposed of in accordance with the intended methods of disposition by the seller or
                                            sellers thereof as set forth in such registration statement.



		(b)	The Company
                                            shall permit the Investor to review and comment upon the Registration Statement or any New
                                            Registration Statement and all amendments and supplements thereto at least two (2) Business
                                            Days prior to their filing with the SEC, and not file any document in a form to which Investor
                                            reasonably objects. The Investor shall use its commercially reasonable efforts to comment
                                            upon the Registration Statement or any New Registration Statement and any amendments or supplements
                                            thereto within two (2) Business Days from the date the Investor receives the final version
                                            thereof. The Company shall furnish to the Investor, without charge any correspondence from
                                            the SEC or the staff of the SEC to the Company or its representatives relating to the Registration
                                            Statement or any New Registration Statement.



		(c)	Upon request
                                            of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is
                                            prepared and filed with the SEC, at least one copy of such registration statement and any
                                            amendment(s) thereto, including financial statements and schedules, all documents incorporated
                                            therein by reference and all exhibits, (ii) upon the effectiveness of any registration statement,
                                            a copy of the prospectus included in such registration statement and all amendments and supplements
                                            thereto (or such other number of copies as the Investor may reasonably request) and (iii)
                                            such other documents, including copies of any preliminary or final prospectus, as the Investor
                                            may reasonably request from time to time in order to facilitate the disposition of the Registrable
                                            Securities owned by the Investor. For the avoidance of doubt, any filing available to the
                                            Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor”
                                            hereunder.




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		(d)	The Company
                                            shall use commercially reasonable efforts to (i) register and qualify the Registrable Securities
                                            covered by a registration statement under such other securities or “blue sky”
                                            laws of any state in which such registration would be required, (ii) prepare and file in
                                            those jurisdictions, such amendments (including post-effective amendments) and supplements
                                            to such registrations and qualifications as may be necessary to maintain the effectiveness
                                            thereof during the Registration Period, (iii) take such other actions as may be necessary
                                            to maintain such registrations and qualifications in effect at all times during the Registration
                                            Period, and (iv) take all other actions reasonably necessary or advisable to qualify the
                                            Registrable Securities for sale in such jurisdictions; provided, however, that the Company
                                            shall not be required in connection therewith or as a condition thereto to (x) qualify to
                                            do business in any jurisdiction where it would not otherwise be required to qualify but for
                                            this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z)
                                            file a general consent to service of process in any such jurisdiction. The Company shall
                                            promptly notify the Investor who holds Registrable Securities of the receipt by the Company
                                            of any notification with respect to the suspension of the registration or qualification of
                                            any of the Registrable Securities for sale under the securities or “blue sky”
                                            laws of any state in which such registration would be required or its receipt of actual notice
                                            of the initiation or threatening of any proceeding for such purpose.



		(e)	As promptly
                                            as practicable after becoming aware of such event or facts, the Company shall notify the
                                            Investor in writing of the happening of any event or existence of such facts as a result
                                            of which the prospectus included in any registration statement, as then in effect, includes
                                            an untrue statement of a material fact or omits to state a material fact required to be stated
                                            therein or necessary to make the statements therein, in light of the circumstances under
                                            which they were made, not misleading, and promptly prepare a supplement or amendment to such
                                            registration statement to correct such untrue statement or omission, and deliver a copy of
                                            such supplement or amendment to the Investor (or such other number of copies as the Investor
                                            may reasonably request). The Company shall also promptly notify the Investor in writing (i)
                                            when a prospectus or any prospectus supplement or post-effective amendment has been filed,
                                            and when a registration statement or any post-effective amendment has become effective (notification
                                            of such effectiveness shall be delivered to the Investor by email or facsimile on the same
                                            day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments
                                            or supplements to any registration statement or related prospectus or related information,
                                            and (iii) of the Company’s reasonable determination that a post-effective amendment
                                            to a registration statement would be appropriate.



		(f)	The Company
                                            shall use its commercially reasonable efforts to prevent the issuance of any stop order or
                                            other suspension of effectiveness of any registration statement, or the suspension of the
                                            qualification of any Registrable Securities for sale in any jurisdiction and, if such an
                                            order or suspension is issued, to obtain the withdrawal of such order or suspension at the
                                            earliest possible moment and to notify the Investor of the issuance of such order and the
                                            resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding
                                            for such purpose.



		(g)	The Company
                                            shall (i) cause all the Registrable Securities to be listed on each securities exchange on
                                            which securities of the same class or series issued by the Company are then listed, if any,
                                            if the listing of such Registrable Securities is then permitted under the rules of such exchange,
                                            or (ii) secure designation and quotation of all the Registrable Securities on the Principal
                                            Market. The Company shall pay all fees and expenses in connection with satisfying its obligation
                                            under this Section 3.





		(h)	The Company
                                            shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates
                                            (not bearing any restrictive legend) representing the Registrable Securities to be offered
                                            pursuant to any registration statement and enable such certificates to be in such denominations
                                            or amounts as the Investor may reasonably request and registered in such names as the Investor
                                            may request.



		(i)	The Company
                                            shall at all times provide a transfer agent and registrar with respect to its Common Stock.




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		(j)	If reasonably
                                            requested by the Investor, the Company shall (i) immediately incorporate in a prospectus
                                            supplement or post-effective amendment such information as the Investor believes should be
                                            included therein relating to the sale and distribution of Registrable Securities, including,
                                            without limitation, information with respect to the number of Registrable Securities being
                                            sold, the purchase price being paid therefor and any other terms of the offering of the Registrable
                                            Securities; (ii) make all required filings of such prospectus supplement or post-effective
                                            amendment as soon as practicable upon notification of the matters to be incorporated in such
                                            prospectus supplement or post-effective amendment; and (iii) supplement or make amendments
                                            to any registration statement.



		(k)	The Company
                                            shall use its commercially reasonable efforts to cause the Registrable Securities covered
                                            by any registration statement to be registered with or approved by such other governmental
                                            agencies or authorities as may be necessary to consummate the disposition of such Registrable
                                            Securities.



		(l)	Within
                                            three (3) Business Days after any registration statement which includes the Registrable Securities
                                            is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel
                                            for the Company to deliver, to the transfer agent for such Registrable Securities (with copies
                                            to the Investor) confirmation that such registration statement has been declared effective
                                            by the SEC in the form attached hereto as Exhibit A. Thereafter, if requested by the Investor
                                            at any time, the Company shall require its counsel to deliver to the Investor a written confirmation
                                            whether or not the effectiveness of such registration statement has lapsed at any time for
                                            any reason (including, without limitation, the issuance of a stop order) and whether or not
                                            the registration statement is current and available to the Investor for sale of all of the
                                            Registrable Securities.



		(m)	The Company
                                            shall take all other reasonable actions necessary to expedite and facilitate disposition
                                            by the Investor of Registrable Securities pursuant to any registration statement.



		4.	OBLIGATIONS
                                            OF THE INVESTOR.



		(a)	The Company
                                            shall notify the Investor in writing of the information the Company reasonably requires from
                                            the Investor in connection with any registration statement hereunder. The Investor shall
                                            furnish to the Company such information regarding itself, the Registrable Securities held
                                            by it and the intended method of disposition of the Registrable Securities held by it as
                                            shall be reasonably required to affect the registration of such Registrable Securities and
                                            shall execute such documents in connection with such registration as the Company may reasonably
                                            request.



		(b)	The Investor
                                            agrees to cooperate with the Company as reasonably requested by the Company in connection
                                            with the preparation and filing of any registration statement hereunder.



		(c)	The Investor
                                            agrees that, upon receipt of any notice from the Company of the happening of any event or
                                            existence of facts of the kind described in Section 3(f) or the first sentence of Section
                                            3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant
                                            to any registration statement(s) covering such Registrable Securities until the Investor’s
                                            receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f)
                                            or the first sentence of Section 3(e). Notwithstanding anything to the contrary, the Company
                                            shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive
                                            legend in accordance with the terms of the Purchase Agreement in connection with any sale
                                            of Registrable Securities with respect to which an Investor has entered into a contract for
                                            sale prior to the Investor’s receipt of a notice from the Company of the happening
                                            of any event of the kind described in Section 3(f) or the first sentence of Section 3(e)
                                            and for which the Investor has not yet settled.



		5.	EXPENSES
                                            OF REGISTRATION. All reasonable expenses, other than sales or brokerage commissions,
                                            incurred in connection with registrations, filings or qualifications pursuant to Sections
                                            2 and 3, including, without limitation, all registration, listing and qualifications fees,
                                            printers and accounting fees, and fees and disbursements of counsel for the Company, shall
                                            be paid by the Company.




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		6.	INDEMNIFICATION.



		(a)	BY THE
                                            COMPANY: To the fullest extent permitted by law, the Company will, and hereby does, indemnify,
                                            hold harmless and defend the Investor, each Person, if any, who controls the Investor, the
                                            members, the directors, officers, partners, employees, agents, representatives of the Investor
                                            and each Person, if any, who controls the Investor within the meaning of the Securities Act
                                            or the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
                                            (each, an “Investor Indemnified Person”), against any losses, claims,
                                            damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees,
                                            amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)
                                            incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
                                            investigation or appeal taken from the foregoing by or before any court or governmental,
                                            administrative or other regulatory agency, body or the SEC, whether pending or threatened,
                                            whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),
                                            to which any of them may become subject insofar as such Claims (or actions or proceedings,
                                            whether commenced or threatened, in respect thereof) arise out of or are based upon: (i)
                                            any untrue statement or alleged untrue statement of a material fact in the Registration Statement,
                                            any New Registration Statement or any post-effective amendment thereto or in any filing made
                                            in connection with the qualification of the offering under the securities or other “blue
                                            sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue
                                            Sky Filing”), or the omission or alleged omission to state a material fact required
                                            to be stated therein or necessary to make the statements therein not misleading, (ii) any
                                            untrue statement or alleged untrue statement of a material fact contained in 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 light of the circumstances under which the statements
                                            therein were made, not misleading, (iii) any violation or alleged violation by the Company
                                            of the Securities Act, the Exchange Act, any other law, including, without limitation, any
                                            state securities law, or any rule or regulation thereunder relating to the offer or sale
                                            of the Registrable Securities pursuant to the Registration Statement or any New Registration
                                            Statement or (iv) any material violation by the Company of this Agreement (the matters in
                                            the foregoing clauses (i) through (iv) being, collectively, “Violations”).
                                            The Company shall reimburse each Investor Indemnified Person promptly as such expenses are
                                            incurred and are due and payable, for any reasonable legal fees or other reasonable expenses
                                            incurred by them in connection with investigating or defending any such Claim. Notwithstanding
                                            anything to the contrary contained herein, the indemnification agreement contained in this
                                            Section 7(a): (i) shall not apply to a Claim by an Investor Indemnified Person arising out
                                            of or based upon a Violation which occurs in reliance upon and in conformity with information
                                            about the Investor furnished in writing to the Company by such Investor Indemnified Person
                                            expressly for use in connection with the preparation of the Registration Statement, any New
                                            Registration Statement or any such amendment thereof or supplement thereto, if such prospectus
                                            was timely made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with
                                            respect to any superseded prospectus, shall not inure to the benefit of any such person from
                                            whom the person asserting any such Claim purchased the Registrable Securities that are the
                                            subject thereof (or to the benefit of any person controlling such person) if the untrue statement
                                            or omission of material fact contained in the superseded prospectus was corrected in the
                                            revised prospectus, as then amended or supplemented, if such revised prospectus was timely
                                            made available by the Company pursuant to Section 3(c) or Section 3(e), and the Investor
                                            Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior
                                            to the use giving rise to a violation and such Investor Indemnified Person, notwithstanding
                                            such advice, used it; (iii) shall not be available to the extent such Claim is based on a
                                            failure of the Investor to deliver or to cause to be delivered the prospectus made available
                                            by the Company, if such prospectus was timely made available by the Company pursuant to Section
                                            3(c) or Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim
                                            if such settlement is effected without the prior written consent of the Company, which consent
                                            shall not be unreasonably withheld. Such indemnity shall remain in full force and effect
                                            regardless of any investigation made by or on behalf of the Investor Indemnified Person and
                                            shall survive the transfer of the Registrable Securities by the Investor pursuant to Section
                                            10.




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		(b)	BY THE
                                            INVESTOR: To the fullest extent permitted by law, the Investor will, and hereby does,
                                            indemnify, hold harmless and defend the Company, each Person, if any, who controls the Company,
                                            the members, the directors, officers, partners, employees, agents, representatives of the
                                            Company and each Person, if any, who controls the Company within the meaning of the Securities
                                            Act or the Exchange Act (each, with respect to the Company, a “Company Indemnified
                                            Person”), against Claims (with respect to the Company and related Company Indemnified
                                            Persons) and Indemnified Damages (with respect to the Company and related Indemnified Persons),
                                            to which any of them may become subject insofar as such Claims (or actions or proceedings,
                                            whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any
                                            untrue statement of a material fact in any Registration Statement under which such Registrable
                                            Securities were registered or sold under the Securities Act (including any final, preliminary
                                            or summary prospectus contained therein or any amendment thereof or supplement thereto or
                                            any documents incorporated by reference therein) or (ii) any omission to state therein a
                                            material fact required to be stated therein or necessary to make the statements therein (in
                                            the case of a prospectus or preliminary prospectus, in light of the circumstances under which
                                            they were made) not misleading, in each case to the extent, but only to the extent, that
                                            such untrue statement or omission is contained in any information relating to the Investor
                                            furnished in writing by the Investor to the Company specifically for inclusion in a Registration
                                            Statement and used by the Company in conformity therewith.



		(c)	INDEMNIFICATION
                                            PROCEDURES: Any references herein to an “Indemnified Person” shall mean an
                                            Investor Indemnified Person or a Company Indemnified Person, as applicable. 



		1.	Promptly
                                            after receipt by an Indemnified Person under Sections 7(a) or 7(b) of notice of the commencement
                                            of any action or proceeding (including any governmental action or proceeding) involving a
                                            Claim, such Indemnified Person shall, if a Claim in respect thereof is to be made against
                                            any indemnifying party under this Section 7, deliver to the indemnifying party a written
                                            notice of the commencement thereof, and the indemnifying party shall have the right to participate
                                            in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying
                                            party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory
                                            to the indemnifying party and the Indemnified Person; provided, however, that an Indemnified
                                            Person shall have the right to retain its own counsel with the fees and expenses to be paid
                                            by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying
                                            party, the representation by such counsel of the Indemnified Person and the indemnifying
                                            party would be inappropriate due to actual or potential differing interests between such
                                            Indemnified Person and any other party represented by such counsel in such proceeding. The
                                            Indemnified Person shall cooperate fully with the indemnifying party in connection with any
                                            negotiation or defense of any such action or claim by the indemnifying party and shall furnish
                                            to the indemnifying party all information reasonably available to the Indemnified Person
                                            which relates to such action or claim. The indemnifying party shall keep the Indemnified
                                            Person fully apprised at all times as to the status of the defense or any settlement negotiations
                                            with respect thereto. No indemnifying party shall be liable for any settlement of any action,
                                            claim or proceeding effectuated without its written consent, provided, however, that the
                                            indemnifying party shall not unreasonably withhold, delay, or condition its consent. No indemnifying
                                            party shall, without the consent of the Indemnified Person, consent to entry of any judgment
                                            or enter into any settlement or other compromise which does not include as an unconditional
                                            term thereof the giving by the claimant or plaintiff to such Indemnified Person of a release
                                            from all liability in respect to such claim or litigation. Following indemnification as provided
                                            for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified
                                            Person with respect to all third parties, firms or corporations relating to the matter for
                                            which indemnification has been made. The failure to deliver written notice to the indemnifying
                                            party within a reasonable time of the commencement of any such action shall not relieve such
                                            indemnifying party of any liability to the Indemnified Person under this Section 7, except
                                            to the extent that the indemnifying party is prejudiced in its ability to defend such action.



		2.	The indemnification
                                            required by this Section 7 shall be made by periodic payments of the amount thereof during
                                            the course of the investigation or defense, as and when bills are received, or Indemnified
                                            Damages are incurred.



		3.	The indemnity
                                            agreements contained herein shall be in addition to (i) any cause of action or similar right
                                            of the Person against the indemnifying party or others, and (ii) any liabilities the indemnifying
                                            party may be subject to pursuant to the law.



		(d)	INDEMNIFICATION
                                            LIMITATIONS: To the extent any indemnification by an indemnifying party is prohibited
                                            or limited by law, the indemnifying party agrees to make the maximum contribution with respect
                                            to any amounts for which it would otherwise be liable under Section 7 to the fullest extent
                                            permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty
                                            of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
                                            shall be entitled to contribution from any seller of Registrable Securities who was not guilty
                                            of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities
                                            shall be limited in amount to the net amount of proceeds received by such seller from the
                                            sale of such Registrable Securities.




    	7 



    	 



    
		7.	REPORTS
                                            AND DISCLOSURE UNDER THE SECURITIES ACTS. With a view to making available to the Investor
                                            the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or
                                            regulation of the SEC that may at any time permit the Investor to sell securities of the
                                            Company to the public without registration (“Rule 144”), the Company agrees,
                                            at the Company’s sole expense, to:



		(a)	make and
                                            keep public information available, as those terms are understood and defined in Rule 144;



		(b)	use reasonable
                                            efforts to file with the SEC in a timely manner all reports and other documents required
                                            of the Company under the Securities Act and the Exchange Act so long as the Company remains
                                            subject to such requirements and the filing of such reports and other documents is required
                                            for the applicable provisions of Rule 144;





		(c)	furnish
                                            to the Investor so long as the Investor owns Registrable Securities, promptly upon request,
                                            (i) a written statement by the Company that it has complied with the reporting and or disclosure
                                            provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most
                                            recent annual or quarterly report of the Company and such other reports and documents so
                                            filed by the Company, and (iii) such other information as may be reasonably requested to
                                            permit the Investor to sell such securities pursuant to Rule 144 without registration; and



		(d)	take such
                                            additional action as is requested by the Investor to enable the Investor to sell the Registrable
                                            Securities pursuant to Rule 144, including, without limitation, delivering all such legal
                                            opinions, consents, certificates, resolutions and instructions to the Company’s Transfer
                                            Agent as may be requested from time to time by the Investor and otherwise fully cooperate
                                            with Investor and Investor’s broker to effect such sale of securities pursuant to Rule
                                            144.



		8.	ASSIGNMENT.
                                            This Agreement shall be binding upon and shall inure to the benefit of the Parties and their
                                            respective successors and permitted assigns. No Party shall have any power or any right to
                                            assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its
                                            obligations hereunder, including, without limitation, any right to pursue any claim for damages
                                            pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim
                                            for any breach or default of this Agreement, or any right arising from the purported assignor’s
                                            due performance of its obligations hereunder, without the prior written consent of the other
                                            Party and any such purported assignment in contravention of the provisions herein shall be
                                            null and void and of no force or effect.



		9.	AMENDMENT.
                                            No provision of this Agreement may be amended or waived
                                            by the Parties from and after the date that is one Business Day immediately preceding the
                                            initial filing of the Registration Statement with the SEC. Subject to the immediately preceding
                                            sentence, no provision of this Agreement may be (i) amended other than by a written instrument
                                            signed by both Parties or (ii) waived other than in a written instrument signed by the Party
                                            against whom enforcement of such waiver is sought. Failure of any Party to exercise any right
                                            or remedy under this Agreement or otherwise, or delay by a Party in exercising such right
                                            or remedy, shall not operate as a waiver thereof.




    	8 



    	 



    
		10.	MISCELLANEOUS.



(a)
CONFLICTING INSTRUCTION: A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed
to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more
Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received
from the registered owner of such Registrable Securities.


(b)
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. The addresses for such communications
shall be:


If to the Company:


 


Marijuana
Company of America, Inc.


Attn: Jesus
Quintero


633 West
Fifth Street


Los Angeles,
CA 90071


Email:


 


If to the Investor:


 


DUTCHESS
CAPITAL GROWTH FUND LP


Attn: Michael
Novielli


75 Port City
Landing Suite 200


Mount Pleasant,
SC 29464


Email: mnovielli@dutchesscapital.com


 


Either
Party may from time to time change its address or email for notices under this Section 10 by giving at least ten (10) days’ prior
written notice of such changed address to the other Party.


(c)
CHOICE OF LAW, VENUE, AND JURY TRIAL WAIVER: 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 (the “Selected
Courts”), with respect to any dispute arising under the Transaction Documents or the transactions contemplated thereby. EACH PARTY
HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE SELECTED COURTS FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT
OF THE RIGHTS OF A PARTY UNDER THIS AGREEMENT), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING,
ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH SELECTED COURTS, OR SUCH SELECTED COURTS ARE IMPROPER OR INCONVENIENT
VENUE FOR SUCH PROCEEDING. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY
SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY)
TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND
SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.






    	9 



    	 



    

TO
THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


(d)EQUITABLE REMEDIES: Each Party acknowledges that a breach by it of its obligations hereunder will cause irreparable harm
to the other Party, and thus each Party acknowledges that the remedy at law for a breach of its obligations under this Agreement will
be inadequate and agrees, in the event of a breach or threatened breach by such Party of the provisions of this Agreement, that the other
Party shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable
herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the
terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.


(e)
ENTIRE AGREEMENT: This Agreement, together with the Purchase Agreement and Transaction Documents (as defined therein),
and all associated exhibits and schedules hereto and thereto, contain the entire understanding of the Parties with respect to the matters
covered herein and therein and supersedes 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.


(f)
HEADINGS: 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.


(g)
COUNTERPARTS: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all
of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf
or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and
any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


(h)
FURTHER ACTS: 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.


(i)
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.


(j)
INTERPRETATION: 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.


(k)
NO THIRD-PARTY BENEFICIARIES: This Agreement is intended for the benefit of the Parties and their respective successors
and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


[Signature Page
Follows]




    	10 



    	 



    


IN WITNESS WHEREOF,
the Parties have caused this Agreement to be duly executed as of 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.

	 	 
	 	 









 


 




    	11 



    	 



    


 


EXHIBIT A




TO REGISTRATION RIGHTS AGREEMENT


FORM OF NOTICE
OF EFFECTIVENESS OF REGISTRATION STATEMENT


 


[______, 2022]


 


Re: [       ]


Ladies and Gentlemen:


We are counsel
to MARIJUANA COMPANY OF AMERICA, INC., a Utah corporation (the “Company”), and have represented the Company in connection
with that certain Common Stock


Purchase Agreement,
dated as of May [___], 2022 (the “Purchase Agreement”), entered into by and between the Company and DUTCHESS CAPITAL
GROWTH FUND, LP (the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of the Company’s
Common Stock, $0.001 par value (the “Common Stock ”), in an amount up to Ten Million Dollars ($10,000,000) (the “Drawdown
Notice Shares”), in accordance with the terms of the Purchase Agreement. In connection with the transactions contemplated by
the Purchase Agreement, the Company has registered with the U.S. Securities & Exchange Commission the following shares of Common
Stock:


(1)Drawdown
Notice Shares to be issued to the Investor upon purchase from the Company by the Investor from time to time in accordance with the Purchase
Agreement.


(2)Drawdown
Notice True Up Shares which may be issued to the Investor from time to time in accordance with the Purchase Agreement.


Pursuant to the
Purchase Agreement, the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement with
the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register
the Purchase Notice Shares and Commitment Shares under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on [ ], 2022,
the Company filed a Registration Statement (File No. 333-[ ]) (the “Registration Statement”) with the Securities and
Exchange Commission (the “SEC”) relating to the resale of the Purchase Notice Shares.


In connection
with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the Securities Act at [ ] [A.M./P.M.] on [ ], 2022 and we have no knowledge, after
telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any
proceedings for that purpose are pending before, or threatened by, the SEC and the Purchase Notice Shares are available for resale under
the Securities Act pursuant to the Registration Statement and may be issued without any restrictive legend.


Very truly yours,


[COMPANY COUNSEL NAME]


By: 


 


cc: Dutchess Capital Growth Fund, LP