EXHIBIT
10.5


 


Securities Purchase
Agreement


 


This
Securities Purchase Agreement (this “Agreement”), dated as of September __, 2021, is entered into by and between
Marijuana Company of America, Inc., a Utah corporation (“Company”), and
St. George Investments LLC, a Utah limited liability company, its successors and/or assigns
(“Investor”).


A.       Company
and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities
Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States
Securities and Exchange Commission (the “SEC”).


B.       Investor
desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a Convertible Promissory
Note, in the form attached hereto as Exhibit A, in the original principal amount of $3,455,178.00 (the “Note”),
convertible into shares of common stock, $0.001 par value per share, of Company (the “Common Stock”), upon the terms
and subject to the limitations and conditions set forth in such Note.


C.       
This Agreement, the Note, and all other certificates, documents, agreements, resolutions and instruments delivered to any party under
or in connection with this Agreement, as the same may be amended from time to time, are collectively referred to herein as the “Transaction
Documents”.


D.       For
purposes of this Agreement: “Conversion Shares” means all shares of Common Stock issuable upon conversion of all or
any portion of the Note; and “Securities” means the Note and the Conversion Shares.


E.       As
partial consideration for the purchase of the Securities, Investor desires to assign and transfer, and Company desires to receive and
accept, the following notes issued by Sunset Island Group, Inc., a Colorado corporation (“SIGO”), in favor of Investor:
(i) that certain Secured Convertible Promissory Note dated December 8, 2017 in the original principal amount of $170,000.00 attached hereto
as Exhibit B “SIGO Note 1”); (ii) that certain Secured Convertible Promissory Note dated February 13, 2018 in
the original principal amount of $4,245,000.00 (“SIGO Note 2”, and together with SIGO Note 1, the “SIGO Notes”);
and (iii) fifty (50) shares of Series A Preferred Stock of VBF Brands, Inc., a subsidiary of SIGO (the “Preferred Shares”,
and together with the SIGO Notes, the “SIGO Securities”).


NOW, THEREFORE,
in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Company and Investor hereby agree as follows:


1.                  
Purchase and Sale of Securities.


1.1.            
Purchase of Securities. Company shall issue and sell to Investor and Investor agrees to purchase from Company the Note.
In consideration thereof, Investor shall: (i) pay the amount designated as the Cash Purchase Price on the signature page to this Agreement
(the “Cash Purchase Price”), and (ii) transfer and assign the SIGO Securities and all rights to the collateral securing
the SIGO Notes to Company pursuant to an Assignment substantially in the form attached hereto as Exhibit D (the “Assignment”,
and together with the Cash Purchase Price, the “Purchase Price”). The parties agree that for purposes of this Agreement,
the value of the SIGO Securities is $1,770,982.00 (the “SIGO Securities Value”). The SIGO Securities Value represents
the value of the collateral securing the SIGO Notes as determined by an independent appraisal jointly ordered by Company and Investor.




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1.2.            
Form of Payment. On the Closing Date, (i) Investor shall pay the Purchase Price to Company by delivering the following at
the Closing (as defined below) (or on such other date as shall be set forth herein): (A) the Cash Purchase Price, which shall be delivered
by wire transfer of immediately available funds to Company, in accordance with Company’s written wiring instructions; and (B) assigning
the SIGO Securities to Company by executing the Assignment; and (ii) Company shall deliver the duly executed Note on behalf of Company,
to Investor, against delivery of such Purchase Price.


1.3.            
Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below,
the date of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be September
__, 2021, or such other mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the “Closing”)
shall occur on the Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have
occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.


1.4.            
Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $574,196.00 (the “OID”).
In addition, Company agrees to pay $10,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring
and other transaction costs incurred in connection with the purchase and sale of the Securities (the “Transaction Expense Amount”),
all of which amount is included in the initial principal balance of the Note. The Purchase Price, therefore, shall be $2,870,982.00, computed
as follows: $3,455,178.00 initial principal balance, less the OID, less the Transaction Expense Amount. The Cash Purchase Price shall
be the Purchase Price less the SIGO Securities Value.


2.                  
Investor’s Representations and Warranties.


2.1.            
Transaction Documents Representations and Warranties. Investor represents and warrants to Company that as of the Effective
Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor
enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a)
of Regulation D of the 1933 Act; and (iv) this Agreement and the Assignment have been duly executed and delivered on behalf of Investor.


2.2.            
SIGO Securities Representations and Warranties. Investor represents and warrants to Company that as of the Effective Date:
(i) Investor has the sole and unrestricted right to sell and/or transfer the SIGO Securities and any portion thereof; and (ii) upon completion
of the Assignment, Company will have good an unencumbered title to the SIGO Securities. Except for the foregoing representations and warranties,
this Agreement and the Assignment are made by Investor without recourse, representation or warranty of any nature or kind, express or
implied, and Investor specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future with respect
to the SIGO Securities, any portion thereof, or any instruments evidencing same, including, without limitation: (a) the validity, effectiveness
or enforceability of the SIGO Securities, any portion thereof, or any instruments evidencing same; (b) the validity, existence, or priority
of any lien or security interest securing the obligations of Company evidenced by the SIGO Notes, any portion thereof, or any instruments
evidencing same; (c) the existence of, or basis for, any claim, counterclaim, defense or offset relating to the SIGO Notes, any portion
thereof, or any instruments evidencing same; (d) the financial condition of SIGO or any guarantor or obligor liable under the SIGO Notes,
any portion thereof, or any instruments evidencing same, or the ability of any such parties to pay or perform their respective obligations
under the SIGO Notes, any portion thereof, or any instruments evidencing same; (e) the compliance of the SIGO Notes, any portion thereof,
or any instruments evidencing same with any laws, ordinances or regulations of any governmental agency or other




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body; (f) the value or condition
of any collateral securing the obligations under the SIGO Notes, any portion thereof, or any instruments evidencing same; and (g) the
future performance of Company or any other guarantor or obligor liable under the SIGO Notes, any portion thereof, or any instruments evidencing
same. Company acknowledges and represents to Investor that Company has been given the opportunity to undertake its own investigations
of Company, the SIGO Securities, any portion thereof, or any instruments evidencing same, and having undertaken and performed all such
investigations as Company deemed necessary or desirable, Company represents, warrants and agrees that it is relying solely on its own
investigation of Company, the SIGO Securities, any portion thereof, or any instruments evidencing same, and not any information whatsoever
provided or to be provided by Investor, or any representation or warranty of Investor.  This Agreement and the Assignment of the
SIGO Securities are made on an “AS IS,” “WHERE IS” basis, with all faults, and Company,
by acceptance of this Agreement and the Assignment, shall be deemed to have agreed and acknowledged that Investor has fully performed,
discharged and complied with all of Investor’s obligations, representations, warranties, covenants and agreements hereunder, that
Investor is discharged therefrom, and that Investor shall have no further liability with respect thereto, except only for those express
warranties contained in this Agreement, and Company, by such acceptance, expressly acknowledges that INVESTOR MAKES NO WARRANTY OR REPRESENTATIONS,
EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, RELATING TO THE SIGO SECURITIES, THE TRANSACTION DOCUMENTS, ANY PORTION THEREOF, OR
ANY INSTRUMENTS EVIDENCING SAME, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.


3.                  
Company’s Representations and Warranties.


3.1.            
Transaction Documents Representations and Warranties. Company represents and warrants to Investor that as of the Effective
Date: (i)(i) Company is a corporation duly organized, validly existing and in good standing
under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business
as now being conducted; (ii)(ii) except as disclosed, Company is duly qualified as a
foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property
owned by it makes such qualification necessary; (iii)(iii) Company has registered its
Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated
to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv)(iv)
each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company
and all necessary actions have been taken; (v)(v) this Agreement, the Note, and the other
Transaction Documents have been duly executed and delivered by Company and constitute the valid and binding obligations of Company enforceable
in accordance with their terms; (vi)(vi) the execution and delivery of the Transaction
Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other transactions
contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the terms or provisions
of, or constitute a default under (a) Company’s formation documents or bylaws, each as currently in effect, (b) any indenture, mortgage,
deed of trust, or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets
are bound, including, without limitation, any listing agreement for the Common Stock, or (c) any existing applicable law, rule, or regulation
or any applicable decree, judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency,
or other governmental body having jurisdiction over Company or any of Company’s properties or assets; (vii)(vii)
no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock
exchange or market or the stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities
to Investor or the entering into of the Transaction Documents; (viii)(viii) none of Company’s
filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were
made, not misleading; (ix)(ix) Company has




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filed all reports, schedules,
forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received
a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration
of any such extension; (x)(x) except as disclosed, there is no action, suit, proceeding,
inquiry or investigation before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting
Company before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or
any other person, wherein an unfavorable decision, ruling or finding would have a material adverse effect on Company or which would adversely
affect the validity or enforceability of, or the authority or ability of Company to perform its obligations under, any of the Transaction
Documents; (xi)(xi) Company has not consummated any financing transaction that has not
been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii)(xii)
Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer”
is described in Rule 144(i)(1) under the 1933 Act; (xiii)(xiii) with respect to any commissions,
placement agent or finder’s fees or similar payments that will or would become due and owing by Company to any person or entity
as a result of this Agreement or the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be
made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser
or registered broker-dealer; (xiv)(xiv) Investor shall have no obligation with respect
to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this subsection
that may be due in connection with the transactions contemplated hereby and Company shall indemnify and hold harmless each of Investor,
Investor’s employees, officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates,
from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’ fees) and expenses suffered
in respect of any such claimed Broker Fees; (xv)(xv) when issued, the Conversion Shares
will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances;
(xvi)(xvi) neither Investor nor any of its officers, directors, stockholders, members,
managers, employees, agents or representatives has made any representations or warranties to Company or any of its officers, directors,
employees, agents or representatives except as expressly set forth in the Transaction Documents and, in making its decision to enter into
the transactions contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise
of Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction
Documents; (xvii)(xvii) Company acknowledges that the State of Utah has a reasonable
relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute that may arise related
thereto such that the laws and venue of the State of Utah, as set forth more specifically in Section 9.2 below, shall be applicable to
the Transaction Documents and the transactions contemplated therein; and (xviii)(xviii)
Company has performed due diligence and background research on Investor and its affiliates including, without limitation, John M. Fife,
and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the undertakings and relationships
contemplated by the Transaction Documents including, among other things, the following: http://investing.businessweek.com/research/stocks/people/person.asp?personId=7505107&ticker=UAHC;
SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. In addition, Investor
and various of its affiliates are involved in ongoing litigation with the SEC regarding broker-dealer registration (see SEC Civil
Case No. 1:20-cv-05227 (N.D. Ill.)). Company, being aware of the matters described in subsection (xviii) above, acknowledges and agrees
that such matters, or any similar matters, have no bearing on the transactions contemplated by the Transaction Documents and covenants
and agrees it will not use any such information as a defense to performance of its obligations under the Transaction Documents or in any
attempt to avoid, modify or reduce such obligations.




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3.2.            
SIGO Securities Representations and Warranties. Company represents and warrants to Investor that as of the Effective Date:
(i) Company understands that the SIGO Securities and any underlying conversion shares will not be registered under the 1933 Act at the
time of the Assignment and, therefore, cannot be resold unless they are registered under the 1933 Act and applicable state securities
laws or unless an exemption from registration is available; (ii) Company understands that SIGO is under no obligation to register the
SIGO Notes or any underlying conversion shares; (iii) Company has been furnished with, and has had access to, such information as it considers
necessary or appropriate for deciding whether to enter into this Agreement, and Company has had an opportunity to ask questions and receive
answers from SIGO and its officers concerning SIGO’s financial situation, business, prospects, and any other matter that Company
has deemed relevant or important in determining whether to enter into this Agreement; (iv) among other things, Company is aware that SIGO’s
business prospects are speculative; (v) Company has had the opportunity to consult with counsel of its choosing with respect to this Agreement
and the transactions contemplated herein; (vi) no representations or warranties have been made to Company by Investor, or any of its respective
officers, directors, employees, agents, sub-agents, affiliates or subsidiaries, other than the representations of Investor contained herein,
and in purchasing the SIGO Securities hereunder, Company is not relying upon any representations of Investor other than those contained
herein; (vii) Company is aware that its purchase of the SIGO Securities pursuant to this Agreement is a speculative investment that is
subject to the risk of complete loss; (viii) Company has such knowledge and experience in financial and business matters that Company
is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear
the economic risk of such investment for an indefinite period of time; (ix) Company has sufficient opportunity to evaluate the value and
sufficiency of the assets used as collateral under the SIGO Notes; and (x) Company understands the foreclosure process for each of the
assets pledged as collateral under the SIGO Notes, including all applicable licenses, and is comfortable accepting the responsibility
to foreclose on such assets.


4.                  
Company Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed
in full, or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants:
(i)(i) so long as Investor beneficially owns any of the Securities and for at least twenty
(20) Trading Days (as defined in the Note) thereafter, Company will timely file on the applicable deadline all reports required to be
filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and will take all reasonable action under its control to ensure
that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly
available, and will not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules
and regulations thereunder would permit such termination; (ii)(ii) the Common Stock shall
be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, (d) OTCQB, or (e) OTC Pink Current Information; (iii)(iii)
when issued, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens,
claims, charges and encumbrances; and (iv)(iv) trading in Company’s Common Stock
will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease on Company’s principal trading market.


5.                  
Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Securities to
Investor at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:


5.1.            
Investor shall have executed this Agreement and the Assignment and delivered the same to Company.




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5.2.            
Investor shall have delivered the Cash Purchase Price to Company in accordance with Section 1.2 above.


6.                  
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at
the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions
are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:


6.1.            
Company shall have executed this Agreement, the Assignment, and the Note, and delivered the same to Investor.


6.2.            
Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA
Letter”) substantially in the form attached hereto as Exhibit D acknowledged and agreed to in writing by Company’s
transfer agent (the “Transfer Agent”).


6.3.            
Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto
as Exhibit F evidencing Company’s approval of the Transaction Documents.


6.4.            
Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as
Exhibit G to be delivered to the Transfer Agent.


6.5.            
 Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company
herein or therein.


7.                  
Reservation of Shares. On the date hereof, Company will reserve
5,150,000,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances of Common Stock under
the Note (the “Share Reserve”). Company further agrees to add additional shares of Common Stock to the Share Reserve
in increments of 10,000,000 shares as and when requested by Investor if as of the date of any such request the number of shares being
held in the Share Reserve is less than three (3) times the number of shares of Common Stock obtained by dividing the Outstanding Balance
(as defined in the Note) as of the date of the request by the Conversion Price (as defined in the Note). Company shall further require
the Transfer Agent to hold the shares of Common Stock reserved pursuant to the Share Reserve exclusively for the benefit of Investor and
to issue such shares to Investor promptly upon Investor’s delivery of a Conversion Notice (as defined in the Note) under the Note.
Finally, Company shall require the Transfer Agent to issue shares of Common Stock pursuant to the Note to Investor out of its authorized
and unissued shares, and not the Share Reserve, to the extent shares of Common Stock have been authorized, but not issued, and are not
included in the Share Reserve. The Transfer Agent shall only issue shares out of the Share Reserve to the extent there are no other authorized
shares available for issuance and then only with Investor’s written consent.


8.                  
Terms of Future Financings. So long as the Note is outstanding, upon any issuance by Company of any security with any term
or condition more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly
provided to Investor in the Transaction Documents, then Company shall notify Investor of such additional or more favorable term and such
term, at Investor’s option, shall become a part of the Transaction Documents for the benefit of Investor. Additionally, if Company
fails to notify Investor of any such additional or more favorable term, but Investor becomes aware that Company has granted such a term
to any third party, Investor may notify Company of such additional or more favorable term and such term shall become a part of the Transaction
Documents retroactive to the date on which such term was granted to the applicable third party. The types of terms contained in another
security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts,
conversion lookback periods, interest rates, original issue discounts, stock sale price, conversion price per share, warrant coverage,
warrant exercise price, and anti-dilution/conversion and exercise price resets.




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9.                  
Miscellaneous. The provisions set forth in this Section 9 shall apply to this Agreement, as well as all other Transaction
Documents as if these terms were fully set forth therein; provided, however, that in the event there is a conflict between any provision
set forth in this Section 9 and any provision in any other Transaction Document, the provision in such other Transaction Document shall
govern.


9.1.            
Arbitration of Claims. The parties shall submit all Claims (as defined in Exhibit H) arising under this Agreement
or any other Transaction Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship
of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit H attached hereto (the “Arbitration
Provisions”). For the avoidance of doubt, the parties agree that the injunction described in Section 9.3 below may be pursued
in an arbitration that is separate and apart from any other arbitration regarding all other Claims arising under the Transaction Documents.
The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable
from all other provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has
reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands
that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to
the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing
representations. Company acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Company regarding
the Arbitration Provisions.


9.2.            
Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the
construction, validity, interpretation and performance of this Agreement 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. Each party consents to and expressly agrees
that exclusive venue for arbitration of any dispute arising out of or relating to any Transaction Document or the relationship of the
parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties obligations to resolve disputes hereunder
pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and notwithstanding
the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other agreement between
the Transfer Agent and Company, such litigation specifically includes, without limitation any action between or involving Company and
the Transfer Agent under the TA Letter or otherwise related to Investor in any way (specifically including, without limitation, any action
where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Transfer Agent from issuing shares
of Common Stock to Investor for any reason)), each party hereto hereby (i) consents to and expressly submits to the exclusive personal
jurisdiction of any state or federal court sitting in Salt Lake County, Utah, (ii) expressly submits to the exclusive venue of any such
court for the purposes hereof, (iii) agrees to not bring any such action (specifically including, without limitation, any action where
Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Transfer Agent from issuing shares of Common
Stock to Investor for any reason) outside of any state or federal court sitting in Salt Lake County, Utah, and (iv) waives any claim of
improper venue and any claim or objection that such courts are an inconvenient forum or any other claim, defense or objection to the bringing
of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Finally, Company
covenants and agrees to name Investor as a party in interest in, and provide written notice to Investor in accordance with Section 9.11
below prior to bringing or filing, any action (including without limitation any filing or action against any person or entity that is
not a party to this Agreement, including without limitation the Transfer Agent) that is related in any way to the Transaction Documents
or any transaction contemplated herein or therein, including without limitation any action brought by Company to enjoin or prevent the
issuance of any shares of Common Stock to Investor by the Transfer Agent, and further agrees to timely name Investor as a party to any
such action. Company acknowledges that the governing law and venue provisions set forth in this Section 9.2 are material terms to induce
Investor to enter into the Transaction Documents and that but for Company’s agreements set forth in this Section 9.2 Investor would
not have entered into the Transaction Documents.




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9.3.            
Specific Performance. Company acknowledges and agrees that Investor may suffer irreparable harm in the event that Company
fails to perform any material provision of this Agreement or any of the other Transaction Documents in accordance with its specific terms.
It is accordingly agreed that Investor shall be entitled to one or more injunctions to prevent or cure breaches of the provisions of this
Agreement or such other Transaction Document and to enforce specifically the terms and provisions hereof or thereof, this being in addition
to any other remedy to which the Investor may be entitled under the Transaction Documents, at law or in equity. Company specifically agrees
that following an Event of Default (as defined in the Note) under the Note, Investor shall have the right to seek and receive injunctive
relief from a court or an arbitrator prohibiting Company from issuing any of its common or preferred stock to any party unless the Note
is being paid in full simultaneously with such issuance. Company specifically acknowledges that Investor’s right to obtain specific
performance constitutes bargained for leverage and that the loss of such leverage would result in irreparable harm to Investor. For the
avoidance of doubt, in the event Investor seeks to obtain an injunction from a court or an arbitrator against Company or specific performance
of any provision of any Transaction Document, such action shall not be a waiver of any right of Investor under any Transaction Document,
at law, or in equity, including without limitation its rights to arbitrate any Claim pursuant to the terms of the Transaction Documents,
nor shall Investor’s pursuit of an injunction prevent Investor, under the doctrines of claim preclusion, issues preclusion, res
judicata or other similar legal doctrines, from pursuing other Claims in the future in a separate arbitration.


9.4.            
Counterparts. Each Transaction Document may be executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s
executed counterpart of a Transaction Document (or such party’s signature page thereof) will be deemed to be an executed original
thereof.


9.5.            
Document Imaging. Investor shall be entitled, in its sole discretion, to image or make copies of all or any selection of
the agreements, instruments, documents, and items and records governing, arising from or relating to any of Company’s loans, including,
without limitation, this Agreement and the other Transaction Documents, and Investor may destroy or archive the paper originals. The
parties hereto (i) waive any right to insist or require that Investor produce paper originals, (ii) agree that such images shall be accorded
the same force and effect as the paper originals, (iii) agree that Investor is entitled to use such images in lieu of destroyed or archived
originals for any purpose, including as admissible evidence in any demand, presentment or other proceedings, and (iv) further agree that
any executed facsimile (faxed), scanned, emailed, or other imaged copy of this Agreement or any other Transaction Document shall be deemed
to be of the same force and effect as the original manually executed document.


9.6.            
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the
interpretation of, this Agreement.


9.7.            
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified
to conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.




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9.8.            
Entire Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the
parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company
nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all
prior term sheets or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated
by the Transaction Documents (collectively, “Prior Agreements”), that may have been entered into between Company and
Investor, or any affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents.
To the extent there is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the
Transaction Documents shall govern.


9.9.            
No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers,
representatives or agents has made any representations or warranties to Company or any of its officers, directors, representatives, agents
or employees except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated
by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers,
directors, members, managers, agents or representatives other than as set forth in the Transaction Documents.


9.10.         
Amendments. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both
parties hereto.


9.11.         
Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall
be deemed effectively given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor
or by email to an executive officer, or by facsimile (with successful transmission confirmation), (ii) the earlier of the date delivered
or the third Trading Day after deposit, postage prepaid, in the United States Postal Service by certified mail, or (iii) the earlier of
the date delivered or the third Trading Day after mailing by express courier, with delivery costs and fees prepaid, in each case, addressed
to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by
five (5) calendar days’ advance written notice similarly given to each of the other parties hereto):


If to Company:


 


Marijuana Company of America, Inc.


Attn: Jesus Quintero


1340 West Valley Parkway, Suite
205


Escondido, California 92029


 


If to Investor:


 


St. George Investments LLC


Attn: John Fife


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 




    	9 



    	 



    

 


With a copy to (which copy shall not constitute notice):


 


Hansen Black Anderson Ashcraft PLLC


Attn: Jonathan Hansen


3051 West Maple Loop Drive, Suite 325


Lehi, Utah 84043


 


9.12.         
Successors and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be
performed by Investor hereunder may be assigned by Investor to a third party, including its affiliates, in whole or in part, without the
need to obtain Company’s consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its
duties hereunder without the prior written consent of Investor.


9.13.         
Survival. The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall
survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees to
indemnify and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a
result of or related to any breach or alleged breach by Company of any of its representations, warranties and covenants set forth in this
Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


9.14.         
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


9.15.         
Investor’s Rights and Remedies Cumulative; Liquidated Damages. All rights, remedies, and powers conferred in this
Agreement and the Transaction Documents are cumulative and not exclusive of any other rights or remedies, and shall be in addition to
every other right, power, and remedy that Investor may have, whether specifically granted in this Agreement or any other Transaction Document,
or existing at law, in equity, or by statute, and any and all such rights and remedies may be exercised from time to time and as often
and in such order as Investor may deem expedient. The parties acknowledge and agree that upon Company’s failure to comply with the
provisions of the Transaction Documents, Investor’s damages would be uncertain and difficult (if not impossible) to accurately estimate
because of the parties’ inability to predict future interest rates and future share prices, Investor’s increased risk, and
the uncertainty of the availability of a suitable substitute investment opportunity for Investor, among other reasons. Accordingly, any
fees, charges, and default interest due under the Note and the other Transaction Documents are intended by the parties to be, and shall
be deemed, liquidated damages (under Company’s and Investor’s expectations that any such liquidated damages will tack back
to the Closing Date for purposes of determining the holding period under Rule 144 under the 1933 Act). The parties agree that such liquidated
damages are a reasonable estimate of Investor’s actual damages and not a penalty, and shall not be deemed in any way to limit any
other right or remedy Investor may have hereunder, at law or in equity. The parties acknowledge and agree that under the circumstances
existing at the time this Agreement is entered into, such liquidated damages are fair and reasonable and are not penalties. All fees,
charges, and default interest provided for in the Transaction Documents are agreed to by the parties to be based upon the obligations
and the risks assumed by the parties as of the Closing Date and are consistent with investments of this type. The liquidated damages provisions
of the Transaction Documents shall not limit or preclude a party from pursuing any other remedy available at law or in equity; provided,
however, that the liquidated damages provided for in the Transaction Documents are intended to be in lieu of actual damages.




    	10 



    	 



    

 


 


9.16.         
Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents,
if at any time Investor would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause Investor
(together with its affiliates) to beneficially own a number of shares exceeding the Maximum Percentage (as defined in the Note), then
Company must not issue to Investor the shares that would cause Investor to exceed the Maximum Percentage. The shares of Common Stock issuable
to Investor that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership Limitation Shares”.
Company shall reserve the Ownership Limitation Shares for the exclusive benefit of Investor. From time to time, Investor may notify Company
in writing of the number of the Ownership Limitation Shares that may be issued to Investor without causing Investor to exceed the Maximum
Percentage. Upon receipt of such notice, Company shall be unconditionally obligated to immediately issue such designated shares to Investor,
with a corresponding reduction in the number of the Ownership Limitation Shares. For purposes of this Section, beneficial ownership of
Common Stock will be determined under Section 13(d) of the 1934 Act.


9.17.         
Attorneys’ Fees and Cost of Collection. In the event of any arbitration or action at law or in equity to enforce or
interpret the terms of this Agreement or any of the other Transaction Documents, the parties agree that the party who is awarded the most
money (which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges
awarded to any party) shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of
the full amount of the attorneys’ fees, deposition costs, and expenses paid by such prevailing party in connection with arbitration
or litigation without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing
herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.
If (i) the 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 Investor otherwise takes action to collect amounts due under
the Note or to enforce the provisions of the Note, or (ii) there occurs any bankruptcy, reorganization, receivership of Company or
other proceedings affecting Company’s creditors’ rights and involving a claim under the Note; then Company shall pay the costs
incurred by Investor for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or
other proceeding, including, without limitation, attorneys’ fees, expenses, deposition costs, and disbursements.


9.18.         
Waiver. No waiver of any provision of this Agreement 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.


9.19.         
Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT 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 AGREEMENT, ANY OTHER
TRANSACTION DOCUMENT, 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.




    	11 



    	 



    

 


 


9.20.         
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement
and the other Transaction Documents.


9.21.         
Voluntary Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked
any questions needed for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction
Documents and fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing, or
has waived the right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any
duress or undue influence by Investor or anyone else.


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


 


 




    	12 



    	 



    

IN WITNESS WHEREOF, the
undersigned Investor and Company have caused this Agreement to be duly executed as of the date first above written.


SUBSCRIPTION AMOUNT:


 


Principal Amount of Note:$3,455,178.00


 


Cash Purchase Price:$1,100,000.00


 


 


	 	INVESTOR:
	 	 	 
	 	St. George Investments LLC
	 	 	 
	 	By: Fife Trading, Inc., its Manager
	 	 	 
	 	 	 
	 	By:	 
	 	 	John M. Fife, President
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	COMPANY:
	 	 	 
	 	Marijuana Company of America, Inc.
	 	 	 
	 	 	 
	 	By:	 
	 	Printed Name:	 
	 	Title:	 


 


 




    	[Signature Page to Securities Purchase Agreement]




    	 



    

 


ATTACHED EXHIBITS:


 


		Exhibit	A                   
Note



		Exhibit	B                   
SIGO Note 1



		Exhibit	C                   
SIGO Note 2



		Exhibit	D                   
Assignment



		Exhibit	E                   
Irrevocable Transfer Agent Instructions



		Exhibit	F                    
Secretary’s Certificate



		Exhibit	G                   
Share Issuance Resolution



		Exhibit	H                   
Arbitration Provisions



 




    	 



    	 



    

Exhibit
H


 


ARBITRATION PROVISIONS


 


1.       Dispute
Resolution. For purposes of this Exhibit H, the term “Claims” means any disputes, claims, demands, causes
of action, requests for injunctive relief, requests for specific performance, liabilities, damages, losses, or controversies whatsoever
arising from, related to, or connected with the transactions contemplated in the Transaction Documents and any communications between
the parties related thereto, including without limitation any claims of mutual mistake, mistake, fraud, misrepresentation, failure of
formation, failure of consideration, promissory estoppel, unconscionability, failure of condition precedent, rescission, and any statutory
claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement (or these Arbitration Provisions (defined
below)) or any of the other Transaction Documents. The term “Claims” specifically excludes a dispute over Calculations. The
parties to the Agreement (the “parties”) hereby agree that the arbitration provisions set forth in this Exhibit
H (“Arbitration Provisions”) are binding on each of them. As a result, any attempt to rescind the Agreement (or
these Arbitration Provisions) or declare the Agreement (or these Arbitration Provisions) or any other Transaction Document invalid or
unenforceable for any reason is subject to these Arbitration Provisions. These Arbitration Provisions shall also survive any termination
or expiration of the Agreement. Any capitalized term not defined in these Arbitration Provisions shall have the meaning set forth in the
Agreement.


2.       Arbitration.
Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”) to be conducted exclusively
in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration appeal right
provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award of the arbitrator rendered
pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding upon the parties, (b) the sole
and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator,
and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Subject to the
Appeal Right, any costs or fees, including without limitation attorneys’ fees, incurred in connection with or incident to enforcing
the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Arbitration
Award shall include default interest (as defined or otherwise provided for in the Note, “Default Interest”) (with respect
to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration Award. Judgment upon
the Arbitration Award will be entered and enforced by any state or federal court sitting in Salt Lake County, Utah.


3.       The Arbitration
Act. The parties hereby incorporate herein the provisions and procedures set forth in the Utah Uniform Arbitration Act, U.C.A. §
78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration Act”). Notwithstanding the
foregoing, pursuant to, and to the maximum extent permitted by, Section 105 of the Arbitration Act, in the event of conflict or variation
between the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these Arbitration Provisions
shall control and the parties hereby waive or otherwise agree to vary the effect of all requirements of the Arbitration Act that may conflict
with or vary from these Arbitration Provisions.


4.       Arbitration
Proceedings. Arbitration between the parties will be subject to the following:


4.1       Initiation
of Arbitration. Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration by giving
written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted under Section
9.11 of the Agreement; provided, however, that the Arbitration Notice may not be given by email or fax. Arbitration will be deemed
initiated as of the date that the Arbitration Notice is deemed delivered to such other party under Section 9.11 of the Agreement (the
“Service Date”). After the Service Date, information may be delivered, and notices may be given, by email or fax pursuant
to Section 9.11 of the Agreement or any other method permitted thereunder. The Arbitration Notice must describe the nature of the controversy,
the remedies sought, and the election to commence Arbitration proceedings. All Claims in the Arbitration Notice must be pleaded consistent
with the Utah Rules of Civil Procedure.




    	Arbitration Provisions, Page 1




    	 



    

 


4.2       Selection
and Payment of Arbitrator.


(a) Within ten (10) calendar
days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators that are designated as “neutrals”
or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such three (3) designated persons hereunder are referred
to herein as the “Proposed Arbitrators”). For the avoidance of doubt, each Proposed Arbitrator must be qualified as
a “neutral” with Utah ADR Services. Within five (5) calendar days after Investor has submitted to Company the names of the
Proposed Arbitrators, Company must select, by written notice to Investor, one (1) of the Proposed Arbitrators to act as the arbitrator
for the parties under these Arbitration Provisions. If Company fails to select one of the Proposed Arbitrators in writing within such
5-day period, then Investor may select the arbitrator from the Proposed Arbitrators by providing written notice of such selection to Company.


(b) If Investor fails to submit
to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph (a) above, then Company
may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three (3) arbitrators that are designated
as “neutrals” or qualified arbitrators by Utah ADR Service by written notice to Investor. Investor may then, within five (5)
calendar days after Company has submitted notice of its Proposed Arbitrators to Investor, select, by written notice to Company, one (1)
of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Investor fails to select in
writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators selected by Company, then Company may select the arbitrator
from its three (3) previously selected Proposed Arbitrators by providing written notice of such selection to Investor.


(c) If a Proposed Arbitrator
chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected such Proposed Arbitrator
may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the chosen Proposed Arbitrator
declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators decline or are otherwise
unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this Paragraph 4.2.


(d) The date that the Proposed
Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both parties to serve as the arbitrator
hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator resigns or is unable to act
during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to continue the Arbitration. If
Utah ADR Services ceases to exist or to provide a list of neutrals and there is no successor thereto, then the arbitrator shall be selected
under the then prevailing rules of the American Arbitration Association.


(e) Subject to Paragraph 4.10
below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if one party refuses or fails
to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to the accrual of Default Interest
thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.


4.3       Applicability
of Certain Utah Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the Utah Rules of Civil
Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without limitation, to the
filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Utah Rules of Evidence
shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing, it is the parties’
intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the event of any conflict between
the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions, these Arbitration Provisions shall control.


4.4       Answer
and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating the
Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required deadline,
the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against such
party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within
the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration
Notice, against a party that fails to submit an answer within such time period.




    	Arbitration Provisions, Page 2




    	 



    

 


4.5       Related
Litigation. The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent legal
proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject to
the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration
Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party
files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will
be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails
to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall
be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal
or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined
in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation
Proceedings pursuant to the Arbitration Act.


4.6       Discovery.
Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted as follows:


(a) Written discovery will
only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof, and the written discovery
sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded in the Arbitration.
The party seeking written discovery shall always have the burden of showing that all of the standards and limitations set forth in these
Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited as follows:


(i)       To
facts directly connected with the transactions contemplated by the Agreement.


(ii)       To
facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or less
expensive than in the manner requested.


(b) No party shall be allowed
(i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests for admission (including
discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than three (3) depositions
(excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions will be borne by
the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition of the estimated
attorneys’ fees that such party expects to incur in connection with defending the deposition. If the party defending the deposition
fails to submit an estimate of attorneys’ fees within five (5) calendar days of its receipt of a deposition notice, then such party
shall be deemed to have waived its right to the estimated attorneys’ fees. The party taking the deposition must pay the party defending
the deposition the estimated attorneys’ fees prior to taking the deposition, unless such obligation is deemed to be waived as set
forth in the immediately preceding sentence. If the party taking the deposition believes that the estimated attorneys’ fees are
unreasonable, such party may submit the issue to the arbitrator for a decision. All depositions will be taken in Utah.


(c) All discovery requests
(including document production requests included in deposition notices) must be submitted in writing to the arbitrator and the other party.
The party submitting the written discovery requests must include with such discovery requests a detailed explanation of how the proposed
discovery requests satisfy the requirements of these Arbitration Provisions and the Utah Rules of Civil Procedure. The receiving party
will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the arbitrator an estimate
of the attorneys’ fees and costs associated with responding to such written discovery requests and a written challenge to each applicable
discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to one or more discovery requests,
consistent with subparagraph (c) above, the arbitrator will within three (3) calendar days make a finding as to the likely attorneys’
fees and costs associated with responding to the discovery requests and issue an order that (i) requires the requesting party to prepay
the attorneys’ fees and costs associated with responding to the discovery requests, and (ii) requires the responding party to respond
to the discovery requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s finding with respect
to such discovery requests. If a party entitled to submit an estimate of attorneys’ fees and costs and/or a challenge to discovery
requests fails to do so within such 5-day period, the arbitrator will make a finding that (A) there are no attorneys’ fees or costs
associated with responding to such discovery requests, and (B) the responding party must respond to such discovery requests (as may be
limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests.
Any party submitting any written discovery requests, including without limitation interrogatories, requests for production subpoenas to
a party or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and costs, before the responding
party has any obligation to produce or respond to the same, unless such obligation is deemed waived as set forth above.


(d) In order to allow a written
discovery request, the arbitrator must find that the discovery request satisfies the standards set forth in these Arbitration Provisions
and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery request does not satisfy any
of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil Procedure, the arbitrator may modify such discovery
request to satisfy the applicable standards, or strike such discovery request in whole or in part.


(e) Each party may submit expert
reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of the Arbitration Commencement Date.
Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following: (i) a complete statement of all opinions
the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name and qualifications, including a list of
all the expert’s publications within the preceding ten (10) years, and a list of any other cases in which the expert has testified
at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii) the compensation to be paid for the expert’s
report and testimony. The parties are entitled to depose any other party’s expert witness one (1) time for no more than four (4)
hours. An expert may not testify in a party’s case-in-chief concerning any matter not fairly disclosed in the expert report.


4.6       Dispositive
Motions. Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Utah Rules of Civil Procedure
(a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required to, deliver to the arbitrator
and to the other party a memorandum in support (the “Memorandum in Support”) of the Dispositive Motion. Within seven
(7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other party a memorandum
in opposition to the Memorandum in Support (the “Memorandum in Opposition”). Within seven (7) calendar days of delivery
of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to the arbitrator and
to the other party a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”). If the applicable party
shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver the Reply Memorandum as required
above, then the applicable party shall lose its right to so deliver the same, and the Dispositive Motion shall proceed regardless.


4.7       Confidentiality.
All information disclosed by either party (or such party’s agents) during the Arbitration process (including without limitation
information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential in nature. Each party
agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration process (including
without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure such information becomes
public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party or its agents, (b) such
information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving party has notified the other
party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court of competent jurisdiction prior
to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives and legal counsel on a need
to know basis who each agree in writing not to disclose such information to any third party. Pursuant to Section 118(5) of the Arbitration
Act, the arbitrator is hereby authorized and directed to issue a protective order to prevent the disclosure of privileged information
and confidential information upon the written request of either party.


4.8       Authorization;
Timing; Scheduling Order. Subject to all other portions of these Arbitration Provisions, the parties hereby authorize and direct the
arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the Arbitration proceedings
to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties hereby agree that an Arbitration Award must
be made within one hundred twenty (120) calendar days after the Arbitration Commencement Date. The arbitrator is hereby authorized and
directed to hold a scheduling conference within ten (10) calendar days after the Arbitration Commencement Date in order to establish a
scheduling order with various binding deadlines for discovery, expert testimony, and the submission of documents by the parties to enable
the arbitrator to render a decision prior to the end of such 120-day period.




    	Arbitration Provisions, Page 3




    	 



    

 


4.9       Relief.
The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief which the arbitrator
deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator
may not award exemplary or punitive damages.


4.10       Fees
and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing
party (the party being awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without
regard to any statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs
and fees of the Arbitration, and (b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees,
deposition costs, other discovery costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection
with the Arbitration.


5.       Arbitration
Appeal.


5.1       Initiation
of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have a period of
thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant elects
to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel of arbitrators
as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein as the “Appeal
Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph 4.1 above with respect
to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee, the Appellant must also
pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond in the amount of 110% of
the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing. In the event an Appellant
delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance with the provisions of
this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will not be further conditioned.
In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond) to the other party within
the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award. If no party delivers an
Appeal Notice (along with proof of payment of the applicable bond) to the other party within the deadline described in this Paragraph
5.1, the Arbitration Award shall be final. The parties acknowledge and agree that any Appeal shall be deemed part of the parties’
agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.


5.2       Selection
and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of
the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3) person arbitration
panel (the “Appeal Panel”).


(a) Within ten (10) calendar
days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators that are designated
as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such five (5) designated persons
hereunder are referred to herein as the “Proposed Appeal Arbitrators”). For the avoidance of doubt, each Proposed Appeal
Arbitrator must be qualified as a “neutral” with Utah ADR Services, and shall not be the arbitrator who rendered the Arbitration
Award being appealed (the “Original Arbitrator”). Within five (5) calendar days after the Appellee has submitted to
the Appellant the names of the Proposed Appeal Arbitrators, the Appellant must select, by written notice to the Appellee, three (3) of
the Proposed Appeal Arbitrators to act as the members of the Appeal Panel. If the Appellant fails to select three (3) of the Proposed
Appeal Arbitrators in writing within such 5-day period, then the Appellee may select such three (3) arbitrators from the Proposed Appeal
Arbitrators by providing written notice of such selection to the Appellant.


(b) If the Appellee fails
to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the Appeal Date pursuant to
subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed Appeal Arbitrators, identify
the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Service (none of
whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may then, within five (5) calendar days after the
Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written notice to the Appellant, three (3) of such
selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing within such 5-day period three (3) of the
arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the Appellant may select the three (3) members
of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written notice of such selection to the Appellee.




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(c) If a selected Proposed
Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal Arbitrator may select one
(1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date a chosen Proposed Appeal Arbitrator
declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three (3) of the five (5) designated Proposed
Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator selection process shall begin again in
accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators who have already agreed to serve shall
remain on the Appeal Panel.


(d)The date that all three
(3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email) delivered to both the Appellant
and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal Commencement Date”.
No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in writing (including via email)
to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel to serve as the lead arbitrator
in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes of these Arbitration Provisions
and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make determinations upon the approval
or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator on the Appeal Panel. If
an arbitrator on the Appeal Panel ceases or is unable to act during the Appeal proceedings, a replacement arbitrator shall be chosen in
accordance with Paragraph 5.2 above to continue the Appeal as a member of the Appeal Panel. If Utah ADR Services ceases to exist
or to provide a list of neutrals, then the arbitrators for the Appeal Panel shall be selected under the then prevailing rules of the American
Arbitration Association.


(d) Subject to Paragraph
5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.


5.3       Appeal
Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel shall conduct
a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and all other provisions
of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate for a fair and expeditious
disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous evidence and discovery,
together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents filed with the Appeal
Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal Panel shall not permit
the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new witnesses or affidavits,
and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the Arbitration Award.


5.4       Timing.



(a)       Within
seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal Panel
copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents
filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may,
but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning
or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7)
calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal
Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s
delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply Memorandum
to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of this subparagraph
(a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final. If the Appellee shall
fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply Memorandum as required
above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and the Appeal shall proceed
regardless.


(b)        Subject
to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar days
of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal
is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).




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5.5       Appeal
Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator on
the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety and
make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall
remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive
remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)
be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,
including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel Award shall,
to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Appeal Panel Award shall include
Default Interest (with respect to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration
Award. Judgment upon the Appeal Panel Award will be entered and enforced by a state or federal court sitting in Salt Lake County, Utah.


5.6       Relief.
The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel deems proper
under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal Panel may
not award exemplary or punitive damages.


5.7       Fees
and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party being awarded
the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,
penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration and
the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal Panel, which,
for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any
part) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery costs, and other
expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including without limitation
in connection with the Appeal).


6.        Miscellaneous.


6.1       Severability.
If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision shall be modified
to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration Provisions
shall remain unaffected and in full force and effect.


6.2       Governing
Law. These Arbitration Provisions shall be governed by the laws of the State of Utah without regard to the conflict of laws principles
therein.


6.3       Interpretation.
The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of, or affect the interpretation
of, these Arbitration Provisions.


6.4       Waiver.
No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed by the party
granting the waiver.


6.5       Time
is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.


 


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