EXHIBIT
10.6


 


CONVERTIBLE
PROMISSORY NOTE 


	Effective Date: September __, 2021	U.S. $3,455,178.00


 


FOR VALUE RECEIVED, Marijuana
Company of America, Inc., a Utah corporation (“Borrower”), promises to pay to St.
George Investments LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $3,455,178.00
and any interest, fees, charges, and late fees on the date that is twenty-four (24) months after the Purchase Price Date (the “Maturity
Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of eight percent
(8%) per annum from the Purchase Price Date until the same is paid in full. This Convertible Promissory Note (this “Note”)
is issued and made effective as of September __, 2021 (the “Effective Date”). This Note is issued pursuant to that
certain Securities Purchase Agreement dated September __, 2021, as the same may be amended from time to time, by and between Borrower
and Lender (the “Purchase Agreement”). All interest calculations hereunder shall be computed on the basis of a 360-day
year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms
of this Note. Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this
reference.


This Note carries an OID
of $574,196.00. In addition, Borrower agrees to pay $10,000.00 to Lender to cover Lender’s legal fees, accounting costs, due diligence,
monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction Expense
Amount”), all of which amount is included in the initial principal balance of this Note. The purchase price for this Note shall
be $2,870,982.00 (the “Purchase Price”), computed as follows: $3,455,178.00 original principal
balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by delivery to Borrower at Closing of
a wire transfer of immediately available funds in the amount of the Cash Purchase Price (as defined in the Purchase Agreement) and transfer
to Borrower of the SIGO Notes (as defined in the Purchase Agreement)


1.                  
Payment; Prepayment.


1.1.            
Payment. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as
defined below), as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose.
All payments shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and
unpaid interest, and thereafter, to (d) principal.


1.2.            
Prepayment. Notwithstanding the foregoing, so long as Borrower has not received a Conversion Notice (as defined below) from
Lender where the applicable Conversion Shares have not yet been delivered and so long as no Event of Default has occurred since the Effective
Date (whether declared by Lender or undeclared and regardless of whether or not cured), then Borrower shall have the right, by providing
prior written notice to Lender to prepay all or any portion of the Outstanding Balance of this Note in accordance with this Section 1.2;
provided, however, that notwithstanding anything to the contrary herein, following its receipt of any Optional Prepayment Notice
(as defined below), Lender shall have a period of twenty (20) Trading Days in which it may elect to undertake a Conversion (as defined
below) in accordance with the provisions of Section 3 below. Only if Lender fails to exercise such option during such twenty (20) Trading
Day period, may Borrower then prepay this Note in accordance with the terms of this Section 1.2. Any notice of prepayment hereunder (an
“Optional Prepayment Notice”) shall be delivered




    	 



    	 



    

 


to Lender at its registered
address and shall state: (i) that Borrower is exercising its right to prepay this Note, and (ii) the date of prepayment, which shall be
not less than twenty-one (21) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional
Prepayment Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below), less any portion thereof
converted by Lender as set forth above prior to the Optional Prepayment Date, to or upon the order of Lender as may be specified by Lender
in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make payment to Lender of an amount in cash
equal to 110% (the “Prepayment Premium”) multiplied by the then Outstanding Balance of this Note (the “Optional
Prepayment Amount”).


2.                  
Security. This Note is unsecured.


3.                  
Lender Optional Conversion.


 


3.1.            
Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been paid
in full, at its election, to convert (each instance of conversion is referred to herein as a “Conversion”) all or any
part of the Outstanding Balance into shares (“Conversion Shares”) of fully paid and non-assessable common stock, $0.001
par value per share (“Common Stock”), of Borrower as per the following conversion formula: the number of Conversion
Shares equals the amount being converted (the “Conversion Amount”) divided by the Conversion Price. Conversion notices
in the form attached hereto as Exhibit A (each, a “Conversion Notice”) may be effectively delivered to Borrower
by any method of Lender’s choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery),
and all Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Conversion Shares from any
Conversion to Lender in accordance with Section 9 below.


 


3.2.            
Sales Limitation. Lender agrees that so long as no Event of Default has occurred under this Note, it will not sell Conversion
Shares on the open market in any given calendar week that exceed 12.5% of the weekly share trading volume for the Common Stock for any
such week. For illustration purposes only, if the Common Stock had a weekly trading volume of 10,000,000 shares in a given calendar week,
Lender could only sell 1,250,000 shares of Common Stock during such calendar week. Borrower’s sole and exclusive remedy in the event
of the breach by Lender of the foregoing volume limitation shall be to be reduce the Outstanding Balance by the amount Lender sold that
exceeded the volume limitation.


4.                  
Defaults and Remedies.


4.1.            
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a)
Borrower fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower fails to
deliver any Conversion Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed
over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed
or discharged within sixty (60) days; (d) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to
pay, its debts as they become due, subject to applicable grace periods, if any; (e) Borrower makes a general assignment for the benefit
of creditors; (f) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (g) an involuntary
bankruptcy proceeding is commenced or filed against Borrower; (h) Borrower defaults or otherwise fails to observe or perform any covenant,
obligation, condition or agreement of Borrower contained herein or in any other Transaction Document, other than those specifically set
forth in this Section 4.1 and Section 4 of the Purchase Agreement; (i) any representation, warranty or other statement made or furnished
by or on behalf of Borrower to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is
false, incorrect, incomplete or misleading in any material respect when made or furnished; (j) the occurrence
of a Fundamental Transaction without Lender’s prior written consent; (k) Borrower fails




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to establish and/or maintain
the Share Reserve as required under the Purchase Agreement; 4.2. Borrower effectuates a reverse split of its Common Stock without twenty
(20) Trading Days prior written notice to Lender; 4.3. any money judgment, writ or similar process is entered or filed against Borrower
or any subsidiary of Borrower or any of its property or other assets for more than $100,000.00, and shall remain unvacated, unbonded or
unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; 4.4. Borrower fails to be DWAC Eligible; 4.5.
Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement, or 4.6. Borrower breaches any covenant
or other term or condition contained in any Other Agreements.


4.7.            
Remedies. At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default, Lender
may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the
Mandatory Default Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event of Default, Lender may, at
its option, elect to increase the Outstanding Balance by applying the Default Effect (subject to the limitation set forth below) via written
notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance shall be increased as of the date
of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the Outstanding Balance shall not be immediately
due and payable unless so declared by Lender (for the avoidance of doubt, if Lender elects to apply the Default Effect pursuant to this
sentence, it shall reserve the right to declare the Outstanding Balance immediately due and payable at any time and no such election by
Lender shall be deemed to be a waiver of its right to declare the Outstanding Balance immediately due and payable as set forth herein
unless otherwise agreed to by Lender in writing). Notwithstanding the foregoing, upon the occurrence of any Event of Default described
in clauses (d), (e), (f), (g) or (h) of Section 4.1, the Outstanding Balance as of the date of acceleration shall become immediately and
automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender. At any time following
the occurrence of any Event of Default, upon written notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance
beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of 22% per annum or the maximum
rate permitted under applicable law (“Default Interest”). For the avoidance of doubt, Lender may continue making Conversions
at any time following an Event of Default until such time as the Outstanding Balance is paid in full. Borrower further acknowledges and
agrees that Lender may continue making Conversions following the entry of any judgment or arbitration award in favor of Lender until such
time that the entire judgment amount or arbitration award is paid in full. In connection with acceleration described herein, Lender need
not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and
without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it
under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall
have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2. No such
rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit
Lender’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the
Notes as required pursuant to the terms hereof.


5.                  
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable
obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now
has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions called for herein
in accordance with the terms of this Note. Notwithstanding the foregoing, any sale, assignment, hypothecation or other transfer of the
Note or a portion of the Note where in return Lender receives consideration, the value of the consideration received by Lender will offset
any amounts owed by Borrower as of the date the consideration is received by Lender.




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6.                  
Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party
granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or
consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or
commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.


7.                  
Rights Upon Issuance of Securities.


7.1.            
Subsequent Equity Sales. Except with respect to Excluded Securities, if Borrower or any subsidiary thereof, as applicable,
at any time this Note is outstanding, shall sell, issue or grant any Common Stock, option to purchase Common Stock, right to reprice,
preferred shares convertible into Common Stock, or debt, warrants, options or other instruments or securities to Lender or any third party
which are convertible into or exercisable or exchangeable for shares of Common Stock (collectively, the “Equity Securities”),
including without limitation any Deemed Issuance, at an effective price per share less than the then effective Conversion Price (such
issuance is referred to herein as a “Dilutive Issuance”), then, the Conversion Price shall be automatically reduced
and only reduced to equal such lower effective price per share. If the holder of any Equity Securities so issued shall at any time, whether
by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to
warrants, options, or rights per share which are issued in connection with such Dilutive Issuance, be entitled to receive shares of Common
Stock at an effective price per share that is less than the Conversion Price, such issuance shall be deemed to have occurred for less
than the Conversion Price on the date of such Dilutive Issuance, and the then effective Conversion Price shall be reduced and only reduced
to equal such lower effective price per share. Such adjustments described above to the Conversion Price shall be permanent (subject to
additional adjustments under this section), and shall be made whenever such Equity Securities are issued. Borrower shall notify Lender,
in writing, no later than the Trading Day following the issuance of any Equity Securities subject to this Section 7.1, indicating therein
the applicable issuance price, or applicable reset price, exchange price, conversion price, or other pricing terms (such notice, the “Dilutive
Issuance Notice”). For purposes of clarity, whether or not Borrower provides a Dilutive Issuance Notice pursuant to this Section
7.1, upon the occurrence of any Dilutive Issuance, on the date of such Dilutive Issuance the Conversion Price shall be lowered to equal
the applicable effective price per share regardless of whether Borrower or Lender accurately refers to such lower effective price per
share in any Conversion Notice.


7.2.            
Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision hereof, if
Borrower at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one
or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately
prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if Borrower at any time on or after
the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common
Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased.
Any adjustment pursuant to this Section 7.2 shall become effective immediately after the effective date of such subdivision or combination.
If any event requiring an adjustment under this Section 7.2 occurs during the period that a Conversion Price is calculated hereunder,
then the calculation of such Conversion Price shall be adjusted appropriately to reflect such event.




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7.3.            
Other Events. In the event that Borrower (or any subsidiary) shall take any action to which the provisions hereof are not
strictly applicable, or, if applicable, would not operate to protect Lender from dilution or if any event occurs of the type contemplated
by the provisions of this Section 7 but not expressly provided for by such provisions (including, without limitation, the granting
of stock appreciation rights, phantom stock rights or other rights with equity features), then Borrower’s board of directors shall
in good faith determine and implement an appropriate adjustment in the Conversion Price so as to protect the rights of Lender, provided
that no such adjustment pursuant to this Section 7.3 will increase the Conversion Price as otherwise determined pursuant to this Section 7,
provided further that if Lender does not accept such adjustments as appropriately protecting its interests hereunder against such dilution,
then Borrower’s board of directors and Lender shall agree, in good faith, upon an independent investment bank of nationally recognized
standing to make such appropriate adjustments, whose determination shall be final and binding and whose fees and expenses shall be borne
by Borrower.


8.                  
Borrower Redemptions. Beginning on the date that is six (6) months from the Purchase Price Date and at any time thereafter
until this Note is paid in full, Lender shall have the right to redeem up to the Maximum Monthly Redemption Amount per month (the amount
of each exercise, the “Redemption Amount”) by providing written notice (each, a “Redemption Notice”)
in substantially the form attached hereto as Exhibit B delivered to Borrower by facsimile, email, mail, overnight courier, or personal
delivery. Upon receipt of any Redemption Notice, Borrower shall pay the applicable Redemption Amount in cash to Lender within three (3)
Trading Days of Borrower’s receipt of such Redemption Notice.


9.                  
Method of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day following
the date of delivery of a Conversion Notice, as applicable (the “Delivery Date”), Borrower shall, provided it is DWAC
Eligible at such time, deliver or cause its transfer agent to deliver the applicable Conversion Shares electronically via DWAC to the
account designated by Lender in the applicable Conversion Notice. If Borrower is not DWAC Eligible, it shall deliver to Lender or its
broker (as designated in the Conversion Notice), via reputable overnight courier, a certificate representing the number of shares of Common
Stock equal to the number of Conversion Shares to which Lender shall be entitled, registered in the name of Lender or its designee. For
the avoidance of doubt, Borrower has not met its obligation to deliver Conversion Shares by the Delivery Date unless Lender or its broker,
as applicable, has actually received the certificate representing the applicable Conversion Shares no later than the close of business
on the relevant Delivery Date pursuant to the terms set forth above. Moreover, and notwithstanding anything to the contrary herein or
in any other Transaction Document, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares to Lender on grounds
that such issuance is in violation of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”), Borrower
shall deliver or cause its transfer agent to deliver the applicable Conversion Shares to Lender with a restricted securities legend, but
otherwise in accordance with the provisions of this Section 8.1. In conjunction therewith, Borrower will also deliver to Lender a written
opinion from its counsel or its transfer agent’s counsel opining as to why the issuance of the applicable Conversion Shares violates
Rule 144.


10.              
Conversion Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframe stated in Section 9,
Lender may at any time prior to receiving the applicable Conversion Shares rescind in whole or in part such Conversion, with a corresponding
increase to the Outstanding Balance (any returned amount will tack back to the Purchase Price Date for purposes of determining the holding
period under Rule 144). In addition, for each Conversion, in the event that Conversion Shares are not delivered by the Delivery Date (inclusive
of the day of the Conversion), a late fee equal to 2% of the applicable Conversion Share Value rounded to the nearest multiple of $100.00
but with a floor of $500.00 per day (but in any event the cumulative amount of such late fees for each Conversion shall not exceed 200%
of the applicable Conversion Share Value) will be assessed for each day after the Delivery Date (inclusive of the day of the Conversion)
until Conversion Share delivery is made; and such late fee will be added to the Outstanding Balance (such fees, the “Conversion
Delay Late Fees”).




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11.              
Restriction on Equity Sales. If at any time after the date that is six (6) months from the Purchase Price Date, Borrower
is unable to issue Common Stock to Lender as result of any lock-up or other agreement or restriction prohibiting the issuance of Common
Stock for a certain period of time, then the Outstanding Balance will automatically be increased by three percent (3%) for each thirty
(30) day period that Borrower is prohibited from issuing Common Stock (which increase shall be pro-rated for any partial period). For
the avoidance of doubt, such increase to the Outstanding Balance shall be in addition to all other rights and remedies available to Lender
under this Note and the other Transaction Documents and shall not be in lieu of, nor deemed to be a waiver of any other rights or remedies
available to Lender under this Note or any of the other Transaction Documents, including without limitation calling an Event of Default
if Borrower fails to deliver Conversion Shares in accordance with the terms of this Note.


12.              
Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents,
if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would
cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock
outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”),
then Borrower must not issue to Lender shares of Common Stock which would exceed the Maximum Percentage. For purposes of this section,
beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. The shares of Common Stock issuable
to Lender that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”.
Borrower will reserve the Ownership Limitation Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower
in writing of the number of the Ownership Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum
Percentage. Upon receipt of such notice, Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender,
with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%”
above shall be replaced with “9.99%” at such time as the Market Capitalization is less than $10,000,000.00. Notwithstanding
any other provision contained herein, if the term “4.99%” is replaced with “9.99%” pursuant to the preceding sentence,
such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written
notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective
until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and
shall apply to all affiliates and assigns of Lender.


13.              
Payment of Collection Costs. If this Note is placed in the hands of an attorney for collection or enforcement prior to commencing
arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Lender otherwise takes action
to collect amounts due under this Note or to enforce the provisions of this Note, then Borrower shall pay the costs incurred by Lender
for such collection, enforcement or action including, without limitation, attorneys’ fees and disbursements. Borrower also agrees
to pay for any costs, fees or charges of its transfer agent that are charged to Lender pursuant to any Conversion or issuance of shares
pursuant to this Note.


14.              
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the
right to have any such opinion provided by its counsel. Lender also has the right to have any such opinion provided by Borrower’s
counsel.




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15.              
Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine
the proper venue for any disputes are incorporated herein by this reference.


16.              
Resolution of Disputes.


16.1.         
Arbitration of Disputes. By its acceptance of this Note, each party agrees to be bound by the Arbitration Provisions (as
defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


16.2.         
Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any Calculation (as defined
in the Purchase Agreement), such dispute will be resolved in the manner set forth in the Purchase Agreement.


17.              
Cancellation. After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full, shall
automatically be deemed canceled, and shall not be reissued.


18.              
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


19.              
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares of
Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower.


20.              
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Note and
the documents and instruments entered into in connection herewith.


21.              
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be
given in accordance with the subsection of the Purchase Agreement titled “Notices.”


22.              
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions
of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’
inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender
and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but
instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s and Borrower’s expectations
that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).


23.              
Waiver of Jury Trial. EACH OF LENDER AND BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES HERETO BE
TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE,
LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY’S
RIGHT TO DEMAND TRIAL BY JURY.




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24.              
Voluntary Agreement. Borrower has carefully read this Note and has asked any questions needed for Borrower to understand
the terms, consequences and binding effect of this Note and fully understand them. Borrower has had the opportunity to seek the advice
of an attorney of Borrower’s choosing, or has waived the right to do so, and is executing this Note voluntarily and without any
duress or undue influence by Lender or anyone else.


25.              
Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve
the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and
effect.


[Remainder of page intentionally left blank; signature
page follows]


 


 




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IN WITNESS WHEREOF, Borrower
has caused this Note to be duly executed as of the Effective Date.


	 	BORROWER:
	 	 
	 	Marijuana Company of America, Inc.
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


ACKNOWLEDGED, ACCEPTED AND AGREED:


LENDER:


St. George
Investments LLC


 


By: Fife Trading, Inc., its Manager


 


 


	By: 	 	 
	 	John M. Fife, President	 


 


 


 


 


 


 


 




    	[Signature Page to Convertible Promissory Note]




    	 



    

ATTACHMENT 1


DEFINITIONS


 


For purposes of this
Note, the following terms shall have the following meanings:


A1.             
“Approved Stock Plan” means any equity compensation plan which has been approved by the shareholders of Borrower
and is in effect as of the Purchase Price Date, pursuant to which Borrower’s securities may be issued to any employee, officer or
director for services provided to Borrower.


A2.             
“Bloomberg” means Bloomberg L.P. (or if that service is not then reporting the relevant information regarding
the Common Stock, a comparable reporting service of national reputation selected by Lender and reasonably satisfactory to Borrower).


A3.             
“Closing Bid Price” and “Closing Trade Price” means the last closing bid price and last closing
trade price, respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal market begins
to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then
the last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if its principal market is not the principal securities exchange or trading market for the Common Stock, the last closing bid price
or last trade price, respectively, of the Common Stock on the principal securities exchange or trading market where the Common Stock is
listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively,
of the Common Stock in the over-the-counter market on the electronic bulletin board for the Common Stock as reported by Bloomberg, or,
if no closing bid price or last trade price, respectively, is reported for the Common Stock by Bloomberg, the average of the bid prices,
or the ask prices, respectively, of any market makers for the Common Stock as reported by OTC Markets Group, Inc., and any successor thereto.
If the Closing Bid Price or the Closing Trade Price cannot be calculated for the Common Stock on a particular date on any of the foregoing
bases, the Closing Bid Price or the Closing Trade Price (as the case may be) of the Common Stock on such date shall be the fair market
value as mutually determined by Lender and Borrower. If Lender and Borrower are unable to agree upon the fair market value of the Common
Stock, then such dispute shall be resolved in accordance with the procedures in Section 15.2. All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.


A4.             
“Conversion Price” means $0.002 per share of Common Stock (as may be adjusted pursuant to the terms hereof)
prior to the occurrence of any Event of Default and the lesser of: (a) $0.002 per share of Common Stock (as may be adjusted pursuant to
the terms hereof); and (b) 70% of the lowest Closing Trade Price in the ten (10) Trading Days immediately preceding the date of measurement
following the occurrence of any Event of Default.


A5.             
“Conversion Share Value” means the product of the number of Conversion Shares deliverable pursuant to any Conversion
multiplied by the Closing Trade Price of the Common Stock on the Delivery Date for such Conversion.


A6.             
“Deemed Issuance” means an issuance of Common Stock that shall be deemed to have occurred on the latest possible
permitted date pursuant to the terms hereof in the event Borrower fails to deliver Conversion Shares as and when required pursuant to
Section 9 of this Note.


A7.             
“Default Effect” means multiplying the Conversion Eligible Outstanding Balance as of the date the applicable
Event of Default occurred by 35%, and then adding the resulting product to the Outstanding Balance as of the date the applicable Event
of Default occurred, with the sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the Event of Default
occurred.


A8.             
“DTC” means the Depository Trust Company or any successor thereto.


A9.             
“DTC Eligible” means, with respect to the Common Stock, that such Common Stock is eligible to be deposited in
certificate form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm servicing
Lender’s brokerage firm for the benefit of Lender.


A10.          
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.


A11.          
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.




    	Attachment 1 to Convertible Promissory Note, Page 1




    	 



    

 


 


A12.          
“DWAC Eligible” means that (a) Borrower’s 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) Borrower has been approved
(without revocation) by DTC’s underwriting department, (c) Borrower’s transfer agent is approved as an agent in the DTC/FAST
Program, (d) the Conversion Shares are otherwise eligible for delivery via DWAC; (e) Borrower has previously delivered all Conversion
Shares to Lender via DWAC; and (f) Borrower’s transfer agent does not have a policy prohibiting or limiting delivery of the Conversion
Shares via DWAC.


A13.          
“Excluded Securities” means any shares of Common Stock, options, or convertible securities issued or issuable
in connection with any Approved Stock Plan; provided that the option term, exercise price or similar provisions of any issuances
pursuant to such Approved Stock Plan are not amended, modified or changed on or after the Purchase Price Date.


A14.          
“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving
corporation) any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more
related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective
properties or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall, directly or indirectly, in
one or more related transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the
holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held
by the person or persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase,
tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,
consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding
shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities making
or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement
or other business combination), or (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, reorganize, recapitalize or reclassify the Common Stock, other than an increase in the number of authorized shares of Borrower’s
Common Stock, or (b) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and
14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued
and outstanding voting stock of Borrower.


A15.          
“Mandatory Default Amount” means the greater of (a) the Outstanding Balance divided by the Redemption Conversion
Price on the date the Mandatory Default Amount is demanded, multiplied by the VWAP on the date the Mandatory Default Amount is demanded,
or (b) the Outstanding Balance following the application of the Default Effect.


A16.          
“Market Capitalization” means a number equal to (a) the average VWAP of the Common Stock for the immediately
preceding fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding shares of Common Stock as reported on Borrower’s
most recently filed Form 10-Q or Form 10-K.


A17.          
“Maximum Monthly Redemption Amount” means 10% of the previous calendar month’s total dollar trading volume
of the Common Stock, which is the maximum aggregate Redemption Amount that may be redeemed in any calendar month.


A18.          
“OID” means an original issue discount.


A19.          
“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between, among
or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or
a material agreement that affects Borrower’s ongoing business operations.


A20.          
“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as
the case may be, pursuant to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, the Transaction Expense Amount,
accrued but unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp,
issuance and similar taxes and fees related to Conversions, and any other fees or charges (including without limitation Conversion Delay
Late Fees) incurred under this Note.




    	Attachment 1 to Convertible Promissory Note, Page 2




    	 



    

 


 


A21.          
“Purchase Price Date” means the date the Cash Purchase Price is delivered by Lender to Borrower.


A22.          
“Trading Day” means any day on which the New York Stock Exchange is open for trading.


A23.          
“VWAP” means the volume weighted average price of the Common stock on the principal market for a particular
Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg.


 


 




    	Attachment 1 to Convertible Promissory Note, Page 3




    	 



    

EXHIBIT A


St. George Investments LLC


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


	Marijuana Company of America, Inc.	Date: 	 


Attn: Jesus Quintero


1340 West Valley Parkway, Suite 205


Escondido, California 92029


 


CONVERSION NOTICE


 


The above-captioned Lender hereby
gives notice to Marijuana Company of America, Inc., a Utah corporation (the “Borrower”), pursuant to that certain Convertible
Promissory Note made by Borrower in favor of Lender on September __, 2021 (the “Note”), that Lender elects to convert
the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock of Borrower as of the date of
conversion specified below. Said conversion shall be based on the Conversion Price set forth below. In the event of a conflict between
this Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion,
Lender may provide a new form of Conversion Notice to conform to the Note. Capitalized terms used in this notice without definition shall
have the meanings given to them in the Note.


		A.	Date of Conversion: ____________



		B.	Conversion #: ____________



		C.	Conversion Amount: ____________



		D.	Conversion Price: _______________



		E.	Conversion Shares: _______________ (C divided by D)



		F.	Remaining Outstanding Balance of Note: ____________*



* Subject to adjustments for corrections, defaults,
interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms of which shall
control in the event of any dispute between the terms of this Conversion Notice and such Transaction Documents.


 


Additionally, $_________________ of the Conversion
Amount converted hereunder shall be deducted from the Redemption Amount(s) relating to the following Redemption Date(s): __________________________________________.


 


Please transfer the Conversion Shares electronically
(via DWAC) to the following account:


	Broker:  	 	 	 	 	 	Address:	 	 	 	 	 
	DTC#:  	 	 	 	 	 	 	 	 	 	 	 
	Account #:  	 	 	 	 	 	 	 	 	 	 	 
	Account Name:  	 	 	 	 	 	 	 	 	 	 	 


 


To the extent the Conversion
Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares to Lender via reputable
overnight courier after receipt of this Conversion Notice (by facsimile transmission or otherwise) to:


_____________________________________


_____________________________________


_____________________________________


 


Sincerely,


 


St. George
Investments LLC


 


 


	By: 	 	 
	 	John M. Fife, President	 


 


 


 


 


 




    	Exhibit A to Convertible Promissory Note, Page 1




    	 



    

EXHIBIT B


St. George Investments LLC


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


	Marijuana Company of America, Inc.	Date: 	 


Attn: Jesus Quintero


1340 West Valley Parkway, Suite 205


Escondido, California 92029


 


REDEMPTION NOTICE


The above-captioned Borrower hereby gives notice
to St. George Investments LLC, a Utah limited liability company (the “Lender”), pursuant to that certain Convertible
Promissory Note made by Borrower in favor of Lender on September __, 2021 (the “Note”), of certain Borrower elections
and certifications related to payment of the Redemption Amount of $_________________ due on ___________, 202_ (the “Redemption
Date”). In the event of a conflict between this Redemption Notice and the Note, the Note shall govern, or, in the alternative,
at the election of Lender in its sole discretion, Lender may provide a new form of Redemption Notice to conform to the Note. Capitalized
terms used in this notice without definition shall have the meanings given to them in the Note.


REDEMPTION CONVERSION AND CERTIFICATIONS


AS OF THE REDEMPTION DATE


 


		A.	REDEMPTION CONVERSION



		A.	Redemption Date: ____________, 202_



		B.	Redemption Amount: ____________



		C.	Remaining Outstanding Balance of Note: ____________ *



* Subject to adjustments for corrections, defaults,
interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms of which shall
control in the event of any dispute between the terms of this Redemption Notice and such Transaction Documents.


 


Sincerely,


St. George
Investments LLC


 


 


	By: 	 	 
	 	John M. Fife, President	 


 


 


Exhibit B to Convertible Promissory Note