Exhibit 10.5 


 


AMENDED AND RESTATED INVESTMENT
AGREEMENT


 


This INVESTMENT
AGREEMENT (the “Agreement”), dated as of August 4, 2016 (the “Execution Date”), is entered
into by and between American Cannabis Company, Inc. (the “Company”), a Delaware corporation, with its principal
executive offices at 5690 Logan St. Unit A, Denver, CO 80216, and Tangiers Global, LLC (the “Investor”), a
Wyoming limited liability company, with its principal executive offices at Caribe Plaza Office Building 6th Floor, Palmeras St.
# 53, San Juan, PR 00901.


 


RECITALS:


 


WHEREAS,
the parties desire to amend that certain Investment Agreement previously executed on June 23, 2016 and agree that, upon the terms
and subject to the conditions contained herein, the Investor shall invest up to Five Million Dollars ($5,000,000) (the “Commitment
Amount”) to purchase the Company’s common stock, par value of $.00001 per share (the “Common Stock”);


 


WHEREAS,
such investments will be made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “1933 Act”), Rule 506 of Regulation D promulgated by the SEC under the 1933 Act,
and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or
all of the investments in Common Stock to be made hereunder; and


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration
Rights Agreement substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”)
pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act, and the rules and regulations
promulgated thereunder, and applicable state securities laws.


 


NOW THEREFORE,
in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and agreements
set forth hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company and the Investor hereby agree as follows:


 


SECTION I.


DEFINITIONS


 


For all purposes
of and under this Agreement, the following terms shall have the respective meanings below, and such meanings shall be equally
applicable to the singular and plural forms of such defined terms.


 


“1933 Act”
shall have the meaning set forth in the recitals.


 


“1934 Act”
shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the
SEC thereunder, all as the same will then be in effect.


 


“Affiliate”
shall have the meaning set forth in Section 5.7.


 


“Agreement”
shall have the meaning set forth in the preamble.


 


“Articles of Incorporation”
shall have the meaning set forth in Section 4.3.


 


“By-laws”
shall have the meaning set forth in Section 4.3.


 


“Certificate”
shall have the meaning set forth in Section 2.5.


 


“Closing”
shall have the meaning set forth in Section 2.5.


 


“Closing Date”
shall have the meaning set forth in Section 2.5.


 


“Commitment Fee
Debenture” shall have the meaning set forth in Section 11.17


 





“Commitment Amount”
shall have the meaning set forth in the recitals.


 


“Common Stock”
shall have the meaning set forth in the recitals.


 






    	 	

	 



    	 



    

“Company”
shall have the meaning set forth in the preamble.


 


“Control”
or “Controls” shall have the meaning set forth in Section 5.7.


 


“DTC”
shall have the meaning set forth in Section 2.5.


 


“DWAC”
shall mean Deposit and Withdrawal at Custodian service provided by the Depository Trust Company.


 


“Effective Date”
shall mean the date the SEC declares effective under the 1933 Act the Registration Statement covering the Securities.


 


“Environmental Laws”
shall have the meaning set forth in Section 4.13.


 


“Execution Date”
shall have the meaning set forth in the preamble.


 


“FAST”
shall have the meaning set forth in Section 2.5.


 


“Indemnified Liabilities”
shall have the meaning set forth in Section 10.


 


“Indemnitees”
shall have the meaning set forth in Section 10.


 


“Indemnitor”
shall have the meaning set forth in Section 10.


 


“Investor”
shall have the meaning set forth in the preamble.


 


“Material Adverse
Effect” shall have the meaning set forth in Section 4.1.


 


“Maximum Common
Stock Issuance” shall have the meaning set forth in Section 2.6.


 


“Open Period”
shall mean the period beginning on and including the Trading Day immediately following the Effective Date and ending on the earlier
to occur of (i) the date which is thirty-six (36) months from the Effective Date; or (ii) termination of the Agreement in accordance
with Section 8.


 


“PCAOB”
shall have the meaning set forth in Section 4.6.


 


“Pricing Period”
shall mean, with respect to a particular Put Notice, the five (5) consecutive Trading Days immediately following the applicable
Put Notice Date.


 


“Principal Market”
shall mean the New York Stock Exchange, the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
Market, the OTC Bulletin Board or the OTC Markets Group, whichever is the principal market on which the Common Stock is traded.


 





“Purchase Amount”
shall mean the total amount being paid by the Investor on a particular Closing Date to purchase the Securities, calculated by
multiplying the Purchase Price by the Put Amount.


 


“Purchase Price”
shall mean the 80% of the average of the two lowest closing bid prices of the Common Stock during the Pricing Period applicable
to the Put Notice, provided, however, an additional 10% will be added to the discount of each Put if (i) the Company is not DWAC
eligible and (ii) an additional 15% will be added to the discount of each Put if the Company is under DTC “chill”
status on the applicable Put Notice Date.


 






    	 	
1
	 



    	 



    

“Put”
shall have the meaning set forth in Section 2.2.


 


“Put Amount”
shall have the meaning set forth in Section 2.3.


 


“Put Notice”
shall mean a written notice sent to the Investor by the Company stating the Put Amount in U.S. dollars that the Company intends
to sell to the Investor pursuant to the terms of the Agreement and stating the current number of Shares issued and outstanding
on such date.


 


“Put Notice Date”
shall mean the Trading Day on which the Investor receives a Put Notice, determined as follows: a Put Notice shall be deemed delivered
on (a) the Trading Day it is received by electronic mail or otherwise by the Investor if such notice is received prior to 9:30
a.m. (Pacific time), or (b) the immediately succeeding Trading Day if it is received by electronic mail or otherwise after 9:30
a.m. (Pacific time) on a Trading Day. No Put Notice may be deemed delivered on a day that is not a Trading Day.


 


“Put Settlement
Sheet” shall mean a written letter to the Company by the Investor, evidencing acceptance of the Put and providing instructions
for delivery of the Securities to the Investor.


 


“Put Shares Due”
shall mean the Shares to be sold to the Investor pursuant to the Put.


 


“Registered Offering
Transaction Documents” shall mean this Agreement and the Registration Rights Agreement between the Company and the Investor
as of the date herewith.


 


“Registration Rights
Agreement” shall have the meaning set forth in the recitals.


 


“Registration Statement”
means the registration statement of the Company filed under the 1933 Act covering the resale of the Securities issuable hereunder
by the Investor, in the manner described in such Registration Statement.


 


“Related Party”
shall have the meaning set forth in Section 5.7.


 


“Resolutions”
shall have the meaning set forth in Section 7.5.


 


“SEC”
shall mean the U.S. Securities and Exchange Commission.


 


“SEC Documents”
shall have the meaning set forth in Section 4.6.


 


“Securities”
shall mean the shares of Common Stock issued pursuant to the terms of the Agreement.


 


“Shares”
shall mean the shares of the Company’s Common Stock.


 


“Subsidiaries”
shall have the meaning set forth in Section 4.1.


 


“Trading Day”
shall mean any day on which the Principal Market for the Common Stock is open for trading, from the hours of 9:30 am until 4:00
pm.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by (i) Bloomberg
Financial L.P. or (ii) Stock Charts/Quote Media if the Investor does not promptly provide the Company the Bloomberg quote/pricing
charts for the days involved upon the Company’s request (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02
p.m. (New York City time)) and (b) in all other cases, the fair market value of a share of Common Stock as determined by an independent
appraiser selected in good faith by the Investor and reasonably acceptable to the Company.


 






    	 	
2
	 



    	 



    

“Waiting Period”
shall have the meaning set forth in Section 2.3.


 


SECTION II


PURCHASE AND SALE OF COMMON STOCK


 


2.1             
PURCHASE AND SALE OF COMMON STOCK. Subject to the terms and conditions set forth herein, the Company shall issue and sell
to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price
of Five Million Dollars ($5,000,000).


 


2.2             
DELIVERY OF PUT NOTICES. Subject to the terms and conditions of the Registered Offering Transaction Documents, and from
time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states
the dollar amount (designated in U.S. Dollars), which the Company intends to sell to the Investor on a Closing Date (the “Put”).
The Put Notice shall be in the form attached hereto as Exhibit B and incorporated herein by reference. Upon receipt of
the Put Notice, the Investor shall deliver to the Company a Put Settlement Sheet on the Put Notice Date. The Put Settlement Sheet
shall be in the form attached hereto as Exhibit C and incorporated herein by reference.


 


2.3             
PUT FORMULA. The maximum amount that the Company shall be entitled to Put to the Investor per any applicable Put Notice
an amount up to or equal to two hundred percent (200%) of the average of the daily trading volume (U.S. market only) of the Common
Stock for the eight (8) consecutive Trading Days immediately prior to the applicable Put Notice Date (the “Put Amount”)
so long as the amount is at least $5,000 and does not exceed $250,000, as calculated by multiplying the Put Amount by the average
daily VWAP for the eight (8) consecutive Trading Days immediately prior to the applicable Put Notice Date. During the Open Period,
the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. Notwithstanding
the foregoing, the Company may not deliver a Put Notice on or earlier of the eighth (8th) Trading Day immediately following
the preceding Put Notice Date (the “Waiting Period”).


 


2.4             
CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE SHARES. Notwithstanding anything to the contrary in this Agreement,
the Company shall not be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase any Shares at a
Closing unless each of the following conditions are satisfied:


 


                               
i.            a Registration Statement shall have been declared effective
and shall remain effective and available for the resale of all the Put Shares Due at all times until the Closing with respect
to the applicable Put Notice;


 


                             
ii.            at all times during the period beginning on the related
Put Notice Date and ending on and including the related Closing Date, the Common Stock shall have been listed or quoted for trading
on the Principal Market and shall not have been suspended from trading thereon during the Pricing Period and the Company shall
not have been notified of any pending or threatened proceeding or other action to suspend the trading of the Common Stock;


 


                           
iii.            the Company has complied with its obligations and is otherwise
not in material breach of or in material default under, this Agreement, the Registration Rights Agreement or any other agreement
executed in connection herewith which has not been cured prior to delivery to the Investor of the applicable Put Notice;


 


                           
iv.            no injunction shall have been issued and remain in force,
or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance
of the Securities; and


 


                             
v.            the issuance of the Securities will not violate any shareholder
approval requirements of the Principal Market.


 


If any of
the events described in clauses (i) through (v) above occurs during a Pricing Period, then the Investor shall have no obligation
to purchase the Put Amount of Common Stock set forth in the applicable Put Notice.


 






    	 	
3
	 



    	 



    

2.5             
MECHANICS OF PURCHASE OF SHARES BY INVESTOR. Subject to the satisfaction of the conditions set forth in Sections 2.6,
7 and 8 of this Agreement, the closing of the purchase by the Investor of Securities (a “Closing”) shall
occur on the date which is no earlier than five (5) Trading Days prior to and no later than seven (7) Trading Days following the
applicable Put Notice Date (each a “Closing Date”). On each such Closing Date, if the Company’s transfer
agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”)
program and that the Securities are eligible for inclusion in the FAST program, the Company shall use all commercially reasonable
efforts to cause its transfer agent to electronically transmit the Securities to be issued to the Investor on such date by crediting
the account of the Investor’s prime broker (as specified by the Investor in a Put Settlement Sheet) with DTC through its
DWAC service. If the Company is not DWAC eligible or the Company is under DTC “chill” on such Closing Date, the Company
shall deliver to the Investor pursuant to this Agreement, certificates representing the Securities to be issued to the Investor
on such date and registered in the name of the Investor (the “Certificate”). On such Closing Date, after receipt
of confirmation of delivery of such Securities to the Investor, the Investor shall disburse the funds constituting the Purchase
Amount to the Company’s designated account by wire transfer of (i) immediately available funds if the Investor receives
the Securities by 9:30 a.m. (Pacific time) or (ii) next day available funds if the Investor receives the Securities thereafter.


 


2.6             
OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, if during the Open Period
the Company becomes listed on an exchange that limits the number of shares of Common Stock that may be issued without shareholder
approval, then the number of Shares issuable by the Company and purchasable by the Investor, shall not exceed that number of the
shares of Common Stock that may be issuable without shareholder approval (the “Maximum Common Stock Issuance”).
If such issuance of shares of Common Stock could cause a delisting on the Principal Market, then the Maximum Common Stock Issuance
shall first be approved by the Company’s shareholders in accordance with applicable law and the By-laws and the Articles
of Incorporation of the Company, if such issuance of shares of Common Stock could cause a delisting on the Principal Market. The
parties understand and agree that the Company’s failure to seek or obtain such shareholder approval shall in no way adversely
affect the validity and due authorization of the issuance and sale of Securities or the Investor’s obligation in accordance
with the terms and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance limitation,
and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section
2.6.


 


2.7             
LIMITATION ON AMOUNT OF OWNERSHIP. Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor
be entitled to purchase that number of Shares, which when added to the sum of the number of shares of Common Stock beneficially
owned (as such term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by the Investor, would exceed 9.99% of the
number of shares of Common Stock outstanding on the Closing Date, as determined in accordance with Rule 13d-1(j) of the 1934 Act.


 


SECTION III


INVESTOR’S REPRESENTATIONS,
WARRANTIES AND COVENANTS


The Investor
represents and warrants to the Company, and covenants, that:


 


3.1             
SOPHISTICATED INVESTOR. The Investor has, by reason of its business and financial experience, such knowledge, sophistication
and experience in financial and business matters and in making investment decisions of this type that it is capable of (i) evaluating
the merits and risks of an investment in the Securities and making an informed investment decision; (ii) protecting its own interest;
and (iii) bearing the economic risk of such investment for an indefinite period of time.


 


3.2             
AUTHORIZATION; ENFORCEMENT. This Agreement has been duly and validly authorized, executed and delivered on behalf of the
Investor and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject
as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


3.3             
SECTION 9 OF THE 1934 ACT. During the term of this Agreement, the Investor will comply with the provisions of Section 9
of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock. During the
term of this Agreement, including without limitation any time after the “Effective Date,” the Investor, and its
control persons, affiliates, principals and advisors, and any other person or entity acting by, through or in conjunction with
any of them, shall not conduct or participate in any short selling or hedging of the Company’s common stock that
is the subject of this Agreement or the Registration Rights Agreement.


 






    	 	
4
	 



    	 



    

3.4             
ACCREDITED INVESTOR. The Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D of the 1933 Act.


 


3.5             
NO CONFLICTS. The execution, delivery and performance of the Registered Offering Transaction Documents by the Investor
and the consummation by the Investor of the transactions contemplated hereby and thereby will not result in a violation of limited
liability company agreement or other organizational documents of the Investor.


 


3.6             
OPPORTUNITY TO DISCUSS. The Investor has received all materials relating to the Company’s business, finance and operations
which it has requested. The Investor has had an opportunity to discuss the business, management and financial affairs of the Company
with the Company’s management.


 


3.7             
INVESTMENT PURPOSES. The Investor is purchasing the Securities for its own account for investment purposes and not with
a view towards distribution and agrees to resell or otherwise dispose of the Securities solely in accordance with the registration
provisions of the 1933 Act (or pursuant to an exemption from such registration provisions).


 


3.8             
NO REGISTRATION AS A DEALER. The Investor is not and will not be required to be registered as a “dealer” under
the 1934 Act, either as a result of its execution and performance of its obligations under this Agreement or otherwise.


 


3.9             
GOOD STANDING. The Investor is a limited liability company, duly organized, validly existing and in good standing in the
State of Wyoming.


 


3.10         
TAX LIABILITIES. The Investor understands that it is liable for its own tax liabilities.


 


3.11         
REGULATION M. The Investor will comply with Regulation M under the 1934 Act, if applicable.


 


3.12         
General Solicitation. The Investor is not purchasing the Securities as a
result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine
or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general
advertisement.


 


3.13         
TRANSFER RESTRICTIONS. The Securities may only be disposed of in compliance with federal and state securities laws. In
connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company
or to an affiliate of the Investor, the Company may require the transferor thereof to provide to the Company an opinion of counsel
selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under
the 1933 Act; provided, however, that in connection with any transfer of Securities pursuant to Rule 144, the Company may require
the transferor to provide a customary Rule 144 sellers representation letter. As a condition of transfer, any such transferee
shall agree in writing to be bound by the terms of this Agreement and shall have the rights of the Investor under this Agreement
and the Registration Rights Agreement, as to issued Securities only.


 


SECTION IV


REPRESENTATIONS AND WARRANTIES OF
THE COMPANY


 


Except
as set forth in the Schedules attached hereto, or as disclosed on the Company’s SEC Documents, the Company represents and
warrants to the Investor that:


 






    	 	
5
	 



    	 



    

4.1             
ORGANIZATION AND QUALIFICATION. The Company is a corporation duly organized and validly existing in good standing under
the laws of the State of Delaware, and has the requisite corporate power and authorization to own its properties and to carry
on its business as now being conducted. Both the Company and the companies it owns or controls (“Subsidiaries”)
are duly qualified to do business and are in good standing in every jurisdiction in which its ownership of property or the nature
of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or
be in good standing would not have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect”
means a change, event, circumstance, effect or state of facts that has had or is reasonably likely to have, a material adverse
effect on the business, properties, assets, operations, results of operations, financial condition or prospects of the Company
and its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments
to be entered into in connection herewith, or on the authority or ability of the Company to perform its obligations under the
Registered Offering Transaction Documents.


 


4.2             
AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS.


 


                               
i.            The Company has the requisite corporate power and authority
to enter into and perform the Registered Offering Transaction Documents, and to issue the Securities in accordance with the terms
hereof and thereof.


 


                             
ii.            The execution and delivery of the Registered Offering Transaction
Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation
the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s board
of directors and no further consent or authorization is required by the Company, its board of directors, or its shareholders.


 


                           
iii.            The Registered Offering Transaction Documents have been
duly and validly executed and delivered by the Company.


 


                           
iv.            The Registered Offering Transaction Documents constitute
the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such
enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.


 


4.3             
CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of, 100,000,000 shares of the
Common Stock, par value $.00001 per share, of which 46,585,814 were issued and outstanding as of June 23, 2016. All of such outstanding
shares have been, or upon issuance will be, validly issued and are fully paid and non-assessable.


 


Except as
disclosed in the Company’s publicly available filings with the SEC or as otherwise set forth on Schedule 4.3:


 


                               
i.            no shares of the Company’s capital stock are subject
to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company;


 


                             
ii.            there are no outstanding debt securities;


 


                           
iii.            there are no outstanding shares of capital stock, options,
warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights
convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings
or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock
of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries;


 


                           
iv.            there are no agreements or arrangements under which the
Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the
Registration Rights Agreement);


 


                             
v.            there are no outstanding securities of the Company or any
of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings
or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or
any of its Subsidiaries;


                 



    	 	
6
	 



    	 



    

        



vi.            there are no securities or instruments containing anti-dilution
or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement;


 


vii.            the Company does not have any stock appreciation rights
or “phantom stock” plans or agreements or any similar plan or agreement; and


 


viii.           
there is no dispute as to the classification of any shares of the Company’s capital stock.


 


The Company
has furnished to the Investor, or the Investor has had access through EDGAR to, true and correct copies of the Company’s
Articles of Incorporation, as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s
By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into
or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.


 


4.4             
ISSUANCE OF SHARES. As of the Effective Date, the Company will have reserved the amount of Shares included in the Registration
Statement for issuance pursuant to the Registered Offering Transaction Documents, which will have been duly authorized and reserved
(subject to adjustment pursuant to the Company’s covenant set forth in Section 5.5 below) pursuant to this Agreement.
Upon issuance in accordance with this Agreement, the Securities will be validly issued, fully paid for and non-assessable and
free from all taxes, liens and charges with respect to the issuance thereof. In the event the Company cannot reserve a sufficient
number of Shares for issuance pursuant to this Agreement, the Company will use its best efforts to authorize and reserve for issuance
the number of Shares required for the Company to perform its obligations hereunder as soon as reasonably practicable.


 


4.5             
NO CONFLICTS. The execution, delivery and performance of the Registered Offering Transaction Documents by the Company and
the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the
Articles of Incorporation or the By-laws; or (ii) conflict with, or constitute a material default (or an event which with notice
or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of, any material agreement, contract, indenture mortgage, indebtedness or instrument to which the Company or any
of its Subsidiaries is a party, or to the Company’s knowledge result in a violation of any law, rule, regulation, order,
judgment or decree (including United States federal and state securities laws and regulations and the rules and regulations of
the Principal Market or principal securities exchange or trading market on which the Common Stock is traded or listed) applicable
to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound
or affected. Neither the Company nor its Subsidiaries is in violation of any term of, or in default under, the Articles of Incorporation
or the By-laws or their organizational charter or by-laws, respectively, or any contract, agreement, mortgage, indebtedness, indenture,
instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except
for possible conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not individually
or in the aggregate have or constitute a Material Adverse Effect. The business of the Company and its Subsidiaries is not being
conducted, and shall not be conducted, in violation of any law, statute, ordinance, rule, order or regulation of any governmental
authority or agency, regulatory or self-regulatory agency, or court, except for possible violations the sanctions for which either
individually or in the aggregate would not have a Material Adverse Effect. Except as specifically contemplated by this Agreement
and as required under the 1933 Act or any securities laws of any states, to the Company’s knowledge, the Company is not
required to obtain any consent, authorization, permit or order of, or make any filing or registration (except the filing of a
registration statement as outlined in the Registration Rights Agreement between the parties) with, any court, governmental authority
or agency, regulatory or self-regulatory agency or other third party in order for it to execute, deliver or perform any of its
obligations under, or contemplated by, the Registered Offering Transaction Documents in accordance with the terms hereof or thereof.
All consents, authorizations, permits, orders, filings and registrations which the Company is required to obtain pursuant to the
preceding sentence have been obtained or effected on or prior to the date hereof and are in full force and effect as of the date
hereof. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.
The Company is not, and will not be, in violation of the listing requirements of the Principal Market as in effect on the date
hereof and on each of the Closing Dates and is not aware of any facts which would reasonably lead to delisting of the Common Stock
by the Principal Market in the foreseeable future.


 






    	 	
7
	 



    	 



    

4.6             
 SEC DOCUMENTS; FINANCIAL STATEMENTS. As of the date hereof, the Company has filed all reports, schedules, forms, statements
and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the
foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and
documents incorporated by reference therein, and amendments thereto, being hereinafter referred to as the “SEC Documents”).
The Company has delivered to the Investor or its representatives, or they have had access through EDGAR to, true and complete
copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the
requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC or the time they were amended, if amended, contained any
untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the
financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have
been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies
Accounting Oversight Board (“PCAOB”) consistently applied, during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to
the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the
financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided
by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information
referred to in Section 4.3 of this Agreement, contains any untrue statement of a material fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.
To the Company’s knowledge, neither the Company nor any of its Subsidiaries or any of their officers, directors, employees
or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date
hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers,
directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.


 


4.7             
ABSENCE OF CERTAIN CHANGES. Except as otherwise set forth in the SEC Documents, the Company does not intend to change the
business operations of the Company in any material way. The Company has not taken any steps, and does not currently expect to
take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or its Subsidiaries have any knowledge
or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings.


 


4.8             
ABSENCE OF LITIGATION AND/OR REGULATORY PROCEEDINGS. Except as set forth in the SEC Documents, there is no action, suit,
proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or
body pending or, to the knowledge of the executive officers of Company or any of its Subsidiaries, threatened against or affecting
the Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s
Subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a Material Adverse
Effect.


 


4.9             
ACKNOWLEDGMENT REGARDING INVESTOR’S PURCHASE OF SHARES. The Company acknowledges and agrees that the Investor is
acting solely in the capacity of an arm’s length purchaser with respect to the Registered Offering Transaction Documents
and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial
advisor or fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents
and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives
or agents in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby
is merely incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company
further represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents
has been based solely on the independent evaluation by the Company and its representatives.


 



    	 	
8
	 



    	 



    




4.10         
NO UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES. Except as set forth in the SEC Documents or required
with respect to the Registered Offering Transaction Documents, as of the date hereof, no event, liability, development or circumstance
has occurred or exists, or to the Company’s knowledge is contemplated to occur, with respect to the Company or its Subsidiaries
or their respective business, properties, assets, prospects, operations or financial condition, that would be required to be disclosed
by the Company under applicable securities laws on a registration statement filed with the SEC relating to an issuance and sale
by the Company of its Common Stock and which has not been publicly announced.


 


4.11         
EMPLOYEE RELATIONS. Neither the Company nor any of its Subsidiaries is involved in any union labor dispute nor, to the
knowledge of the Company or any of its Subsidiaries, is any such dispute threatened. Neither the Company nor any of its Subsidiaries
is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that relations with their employees
are good. No executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends
to leave the Company’s employ or otherwise terminate such officer’s employment with the Company.


 


4.12         
INTELLECTUAL PROPERTY RIGHTS. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks,
trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted.
Except as set forth in the SEC Documents, none of the Company’s trademarks, trade names, service marks, service mark registrations,
service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or
other intellectual property rights necessary to conduct its business as now or as proposed to be conducted have expired or terminated,
or are expected to expire or terminate within two (2) years from the date of this Agreement. The Company and its Subsidiaries
do not have any knowledge of any infringement by the Company or its Subsidiaries of trademark, trade name rights, patents, patent
rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar
rights of others, or of any such development of similar or identical trade secrets or technical information by others and, except
as set forth in the SEC Documents, there is no claim, action or proceeding being made or brought against, or to the Company’s
knowledge, being threatened against, the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights,
invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and
the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The
Company and its Subsidiaries have taken commercially reasonable security measures to protect the secrecy, confidentiality and
value of all of their intellectual properties.


 


4.13         
ENVIRONMENTAL LAWS. The Company and its Subsidiaries (i) are, to the knowledge of the management and directors of the Company
and its Subsidiaries, in compliance with any and all applicable foreign, federal, state and local laws and regulations relating
to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants
(“Environmental Laws”); (ii) have, to the knowledge of the management and directors of the Company, received
all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses
as currently conducted; and (iii) are in compliance, to the knowledge of the management and directors of the Company, with all
terms and conditions of any such permit, license or approval where, in each of the three (3) foregoing cases, the failure to so
comply would have, individually or in the aggregate, a Material Adverse Effect.


 


4.14         
TITLE. The Company and its Subsidiaries have good and marketable title to all personal property owned by them which is
material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects
except such as are described in the SEC Documents or such as do not materially affect the value of such property and do not interfere
with the use made and proposed to be made of such property by the Company or any of its Subsidiaries. Any real property and facilities
held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with
such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings
by the Company and its Subsidiaries.


 



    	 	
9
	 



    	 



    




4.15         
INSURANCE. Each of the Company’s Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company reasonably believes to be prudent and customary in the
businesses in which the Company and its Subsidiaries are engaged. The Company received a non-causal notice of non-renewal from
its prior insurer and therefore went out to bid for its insurance requirements and chose to proceed with another provider and
is currently fully covered.


 


4.16         
REGULATORY PERMITS. The Company and its Subsidiaries have in full force and effect all certificates, approvals, authorizations
and permits from the appropriate federal, state, local or foreign regulatory authorities and comparable foreign regulatory agencies,
necessary to own, lease or operate their respective properties and assets and conduct their respective businesses in the manner
currently being conducted, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to
the revocation or modification of any such certificate, approval, authorization or permit, except for such certificates, approvals,
authorizations or permits which if not obtained, or such revocations or modifications which, would not have a Material Adverse
Effect.


 


4.17         
INTERNAL ACCOUNTING CONTROLS. Except as otherwise set forth in the SEC Documents, the Company and each of its Subsidiaries
maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed
in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted accounting principles by a firm with membership to the
PCAOB and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general
or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. As of the date of this Agreement, the Investor
acknowledges having been advised that the Company’s internal controls over financial reporting, as disclosed in the
Company’s Securities Act disclosures, are not effective. The Investor acknowledges having had the opportunity
to conduct its own due diligence into the Company’s internal controls over financial reporting, and is satisfied that
for the purposes of this Agreement and the Registration Rights Agreement, the Company has acceptable reasonable and
appropriate financial and reporting protocols in effect.


 


4.18         
NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate
or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers
has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party
to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse
Effect.


 


4.19         
TAX STATUS. The Company and each of its Subsidiaries has made or filed all United States federal and state income and all
other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent
that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all
unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount,
shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set
aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such
returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority
of any jurisdiction, and the officers of the Company know of no basis for any such claim.


 


4.20         
CERTAIN TRANSACTIONS. Except as set forth in the SEC Documents and except for transactions pursuant to which the Company
makes payments in the ordinary course of business upon terms no less favorable than the Company could obtain from disinterested
third parties and other than the grant of stock options disclosed in the SEC Documents, none of the officers, directors, or employees
of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as
employees, consultants, officers and directors), including any contract, agreement or other arrangement providing for the furnishing
of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from
any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity
in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner,
such that disclosure would be required in the SEC Documents..


 



    	 	
10
	 



    	 



    




4.21         
DILUTIVE EFFECT. The Company understands and acknowledges that the number of shares of Common Stock issuable upon purchases
pursuant to this Agreement will increase in certain circumstances including, but not necessarily limited to, the circumstance
wherein the trading price of the Common Stock declines during the period between the Effective Date and the end of the Open Period.
The Company’s executive officers and directors have studied and fully understand the nature of the transactions contemplated
by this Agreement and recognize that they have a potential dilutive effect on the shareholders of the Company. The board of directors
of the Company has concluded, in its good faith business judgment, and with full understanding of the implications, that such
issuance is in the best interests of the Company. The Company specifically acknowledges that, subject to such limitations as are
expressly set forth in the Registered Offering Transaction Documents, its obligation to issue shares of Common Stock upon purchases
pursuant to this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the
ownership interests of other shareholders of the Company.


 


4.22         
LOCK-UP. The Company shall cause its officers, insiders, directors, and affiliates or other related parties under control
of the Company, to refrain from selling Common Stock during each Pricing Period.


 


4.23         
NO GENERAL SOLICITATION. Neither the Company, nor any of its affiliates, nor any person acting on its behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or
sale of the Common Stock to be offered as set forth in this Agreement.


 


4.24         
NO BROKERS, FINDERS OR FINANCIAL ADVISORY FEES OR COMMISSIONS. No brokers, finders or financial advisory fees or commissions
will be payable by the Company, its agents or Subsidiaries, with respect to the transactions contemplated by this Agreement.


 


SECTION V


COVENANTS OF THE COMPANY


 


5.1             
BEST EFFORTS. The Company shall use all commercially reasonable efforts to timely satisfy each of the conditions set forth
in Section 7 of this Agreement.


 


5.2             
REPORTING STATUS. Until one of the following occurs, the Company shall file all reports required to be filed with the SEC
pursuant to the 1934 Act, and the Company shall not terminate its status, or take an action or fail to take any action, which
would terminate its status as a reporting company under the 1934 Act: (i) this Agreement terminates pursuant to Section 8
and the Investor has the right to sell all of the Securities without volume restrictions pursuant to Rule 144 promulgated under
the 1933 Act, or such other exemption, or (ii) the date on which the Investor has sold all the Securities and this Agreement has
been terminated pursuant to Section 8.


 


5.3             
USE OF PROCEEDS. The Company will use the proceeds from the sale of the Securities (excluding amounts paid or to be paid
by the Company for fees as set forth in the Registered Offering Transaction Documents, if any) for general corporate and working
capital purposes and acquisitions or assets, businesses or operations or for other purposes that the board of directors of the
Company, in its good faith deem to be in the best interest of the Company.


 


5.4             
FINANCIAL INFORMATION. During the Open Period, the Company agrees to make available to the Investor via EDGAR or other
electronic means the following documents and information on the forms set forth: (i) within five (5) Trading Days after the filing
thereof with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, any Current Reports on Form
8-K and any Registration Statements or amendments filed pursuant to the 1933 Act; (ii) copies of any notices and other information
made available or given to the shareholders of the Company generally, contemporaneously with the making available or giving thereof
to the shareholders; and (iii) within two (2) calendar days of filing or delivery thereof, copies of all documents filed with,
and all correspondence sent to, the Principal Market, any securities exchange or market, or the Financial Industry Regulatory
Association, unless such information is material nonpublic information.


 


5.5             
RESERVATION OF SHARES. The Company shall take all action necessary to at all times have authorized, and reserved the amount
of Shares included in the Registration Statement for issuance pursuant to the Registered Offering Transaction Documents. In the
event that the Company determines that it does not have a sufficient number of authorized shares of Common Stock to reserve and
keep available for issuance as described in this Section 5.5, the Company shall use all commercially reasonable efforts
to increase the number of authorized shares of Common Stock by seeking shareholder approval for the authorization of such additional
shares.


 



    	 	
11
	 



    	 



    




5.6             
LISTING. The Company shall use all commercially reasonable efforts to promptly secure and maintain the listing of all of
the Registrable Securities (as defined in the Registration Rights Agreement) on the Principal Market and each other national securities
exchange and automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice
of issuance) and shall maintain, such listing of all Registrable Securities from time to time issuable under the terms of the
Registered Offering Transaction Documents. Neither the Company nor any of its Subsidiaries shall take any action which would be
reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market (excluding suspensions
of not more than one (1) Trading Day resulting from business announcements by the Company). The Company shall promptly provide
to the Investor copies of any notices it receives from the Principal Market regarding the continued eligibility of the Common
Stock for listing on such automated quotation system or securities exchange. The Company shall pay all fees and expenses in connection
with satisfying its obligations under this Section 5.6.


 


5.7             
TRANSACTIONS WITH AFFILIATES. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend,
modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment
or arrangement with any of its or any Subsidiary’s officers, directors, persons who were officers or directors at any time
during the previous two (2) years, shareholders who beneficially own 10% or more of the Common Stock, or Affiliates or with any
individual related by blood, marriage or adoption to any such individual or with any entity in which any such entity or individual
owns a 10% or more beneficial interest (each a “Related Party”), except for (i) customary employment arrangements
and benefit programs on reasonable terms, (ii) any agreement, transaction, commitment or arrangement on an arms-length basis on
terms no less favorable than terms which would have been obtainable from a disinterested third party other than such Related Party,
or (iii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors
of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall
not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. “Affiliate”
for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has
a 10% or more equity interest in that person or entity, (ii) has 10% or more common ownership with that person or entity, (iii)
controls that person or entity, or (iv) is under common control with that person or entity. “Control” or “Controls”
for purposes hereof means that a person or entity has the power, directly or indirectly, to conduct or govern the policies of
another person or entity.


 


5.8             
FILING OF FORM 8-K. On or before the date which is four (4) Trading Days after the Execution Date, the Company shall file
a Current Report on Form 8-K with the SEC describing the terms of the transaction contemplated by the Registered Offering Transaction
Documents in the form required by the 1934 Act, if such filing is required.


 


5.9             
CORPORATE EXISTENCE. The Company shall use all commercially reasonable efforts to preserve and continue the corporate existence
of the Company.


 


5.10         
NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE A PUT. The Company shall promptly notify the
Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect
of an offering of the Securities: (i) receipt of any request for additional information by the SEC or any other federal or state
governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration
Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop
order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iii)
receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the
Securities for sale in any jurisdiction or the initiation or notice of any proceeding for such purpose; (iv) the happening of
any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed
to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration
Statement, related prospectus or documents so that, in the case of a Registration Statement, it will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective
amendment or supplement to the Registration Statement would be appropriate, and the Company shall promptly make available to Investor
any such supplement or amendment to the related prospectus. The Company shall not deliver to Investor any Put Notice during the
continuation of any of the foregoing events in this Section 5.10.


 



    	 	
12
	 



    	 



    




5.11         
TRANSFER AGENT. Upon effectiveness of the Registration Statement, and for so long as the Registration Statement is effective,
following delivery of a Put Notice, the Company shall deliver instructions to its transfer agent to issue Shares to the Investor
that are covered for resale by the Registration Statement free of restrictive legends.


 


5.12         
ACKNOWLEDGEMENT OF TERMS. The Company hereby represents and warrants to the Investor that: (i) it is voluntarily entering
into this Agreement of its own freewill, (ii) it is not entering this Agreement under economic duress, (iii) the terms of this
Agreement are reasonable and fair to the Company, and (iv) the Company has had independent legal counsel of its own choosing review
this Agreement, advise the Company with respect to this Agreement, and represent the Company in connection with this Agreement.


 


SECTION VI


CONDITIONS OF THE COMPANY’S
ELECTION TO SELL


 


There
is no obligation hereunder of the Company to issue and sell the Securities to the Investor. However, an election by the Company
to issue and sell the Securities hereunder, from time to time as permitted hereunder, is further subject to the satisfaction,
at or before each Closing Date, of each of the following conditions set forth below. These conditions are for the Company’s
sole benefit and may be waived by the Company at any time in its sole discretion.


 


6.1             
The Investor shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Company.


 


6.2             
The Investor shall have delivered to the Company a Put Settlement Sheet in the form attached here to as Exhibit C on the
Put Notice Date.


 


6.3             
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated
by this Agreement.


 


SECTION VII


FURTHER CONDITIONS OF THE INVESTOR’S
OBLIGATION TO PURCHASE


 


The obligation
of the Investor hereunder to purchase Securities is subject to the satisfaction, on or before each Closing Date, of each of the
following conditions set forth below.


 


7.1                
The Company shall have executed the Registered Offering Transaction Documents and delivered the same to the Investor.


 


7.2                
The Common Stock shall be authorized for quotation on the Principal Market and trading in the Common Stock shall not have been
suspended by the Principal Market or the SEC, at any time beginning on the date hereof and through and including the respective
Closing Date (excluding suspensions of not more than one (1) Trading Day resulting from business announcements by the Company,
provided that such suspensions occur prior to the Company’s delivery of the Put Notice related to such Closing).


 


7.3                
The representations and warranties of the Company shall be true and correct in all material respects as of the date when made
and as of the applicable Closing Date as though made at that time and the Company shall have materially performed, satisfied and
complied with the covenants, agreements and conditions required by the Registered Offering Transaction Documents to be performed,
satisfied or complied with by the Company on or before such Closing Date. The Investor may request an update as of such Closing
Date regarding the representation contained in Section 4.3.


 


7.4                
The Company shall have executed and delivered to the Investor the certificates representing, or have executed electronic book-entry
transfer of, the Securities (in such denominations as the Investor shall request) being purchased by the Investor at such Closing.


 



    	 	
13
	 



    	 



    




7.5                
The board of directors of the Company shall have adopted resolutions consistent with Section 4.2(ii) (the “Resolutions”)
and such Resolutions shall not have been materially amended or rescinded prior to such Closing Date.


 


7.6                
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated
by this Agreement.


 


7.7                
The Registration Statement shall be effective on each Closing Date and no stop order suspending the effectiveness of the Registration
statement shall be in effect or to the Company’s knowledge shall be pending or threatened. Furthermore, on each Closing
Date (i) neither the Company nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order
with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration
Statement, either temporarily or permanently, or intends or has threatened to do so (unless the SEC’s concerns have been
addressed), and (ii) no other suspension of the use or withdrawal of the effectiveness of such Registration Statement or related
prospectus shall exist.


 


7.8                
At the time of each Closing, the Registration Statement (including information or documents incorporated by reference therein)
and any amendments or supplements thereto shall not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading or which would require public disclosure
or an update supplement to the prospectus.


 


7.9                
If applicable, the shareholders of the Company shall have approved the issuance of any Shares in excess of the Maximum Common
Stock Issuance in accordance with Section 2.6 or the Company shall have obtained appropriate approval pursuant to the requirements
of Delaware law and the Company’s Articles of Incorporation and By-laws.


 


7.10            
The conditions to such Closing set forth in Section 2.4 shall have been satisfied on or before such Closing Date.


 


7.11            
The Company shall have certified to the Investor the number of Shares of Common Stock outstanding when a Put Notice is given to
the Investor. The Company’s delivery of a Put Notice to the Investor constitutes the Company’s certification of the
existence of the necessary number of shares of Common Stock reserved for issuance.


 


SECTION VIII


TERMINATION


 


This Agreement
shall terminate upon any of the following events:


 


                               
i.            when the Investor has purchased an aggregate of Five Million
Dollars ($5,000,000) in the Common Stock of the Company pursuant to this Agreement;


 


                             
ii.            on the date which is thirty-six (36) months after the Effective
Date; or


 


                           
iii.            at such time that the Registration Statement is no longer
in effect; or


 


                           
iv.            at any time at the election of the Company upon 15 days
written notice.


 


Any and all shares, or penalties,
if any, due under this Agreement shall be immediately payable and due upon termination of this Agreement.





SECTION IX


SUSPENSION


 


This Agreement
shall be suspended upon any of the following events, and shall remain suspended until such event is rectified:


 



    	 	
14
	 



    	 



    




                               
i.            The trading of the Common Stock is suspended by the SEC,
the Principal Market or FINRA for a period of two (2) consecutive Trading Days during the Open Period; or,


 


                             
ii.            The Common Stock ceases to be registered under the 1934
Act or listed or traded on the Principal Market or the Registration Statement is no longer effective (except as permitted hereunder).


 


Immediately upon the occurrence
of one of the above-described events, the Company shall send written notice of such event to the Investor.


 


SECTION X


INDEMNIFICATION


 


In consideration
of the parties mutual obligations set forth in the Registered Offering Transaction Documents, each of the parties (in such capacity,
an “Indemnitor”) shall defend, protect, indemnify and hold harmless the other and all of the other party’s
shareholders, officers, directors, employees, counsel, and direct or indirect investors and any of the foregoing person’s
agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated
by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action,
suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable expenses in connection therewith (irrespective
of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable
attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result
of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Indemnitor
or any other certificate, instrument or document contemplated hereby or thereby; (ii) any breach of any covenant, agreement or
obligation of the Indemnitor contained in the Registered Offering Transaction Documents or any other certificate, instrument or
document contemplated hereby or thereby; or (iii) any cause of action, suit or claim brought or made against such Indemnitee by
a third party and arising out of or resulting from the execution, delivery, performance or enforcement of the Registered Offering
Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, except insofar as any such
misrepresentation, breach or any untrue statement, alleged untrue statement, omission or alleged omission is made in reliance
upon and in conformity with information furnished to Indemnitor which is specifically intended for use in the preparation of any
such Registration Statement, preliminary prospectus, prospectus or amendments to the prospectus. To the extent that the foregoing
undertaking by the Indemnitor may be unenforceable for any reason, the Indemnitor shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The indemnity provisions contained
herein shall be in addition to any cause of action or similar rights Indemnitor may have, and any liabilities the Indemnitor or
the Indemnitees may be subject to.


 


SECTION XI


MISCELLANEOUS


 


11.1         
Law Governing this Agreement. This Agreement shall be governed by, and construed
and interpreted in accordance with, the substantive laws of the State of Colorado without giving effect to any conflict of laws
rule or principle that might require the application of the laws of another jurisdiction. Any dispute, claim, suit, action or
other legal proceeding arising out of the transactions contemplated by this Agreement or the rights and obligations of each of
the parties shall be brought only in a competent court in Denver, Colorado or in the federal courts of the United States of America
located in Denver, Colorado. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of
any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum
non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection
herewith agree to submit to the in personam jurisdiction of such courts. The prevailing party shall be entitled to recover
from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any
other agreement delivered in connection herewith 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
with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process
and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction
Documents by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law.


 



    	 	
15
	 



    	 



    




11.2         
LEGAL FEES; AND MISCELLANEOUS FEES. Except as otherwise set forth in the Registered Offering Transaction Documents (including
but not limited to Section 5 of the Registration Rights Agreement), each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement. Any attorneys’ fees and expenses incurred by either the Company or
the Investor in connection with the preparation, negotiation, execution and delivery of any amendments to this Agreement or relating
to the enforcement of the rights of any party, after the occurrence of any breach of the terms of this Agreement by another party
or any default by another party in respect of the transactions contemplated hereunder, shall be paid on demand by the party which
breached the Agreement and/or defaulted, as the case may be. The Company shall pay all stamp and other taxes and duties levied
in connection with the issuance of any Securities.


 


11.3         
COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one
and the same instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar
electronic means with the same force and effect as if such signature page were an original thereof.


 


11.4         
HEADINGS; SINGULAR/PLURAL. The headings of this Agreement are for convenience of reference and shall not form part of,
or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include
the plural and masculine shall include the feminine.


 


11.5         
SEVERABILITY. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or
the validity or enforceability of any provision of this Agreement in any other jurisdiction.


 


11.6         
ENTIRE AGREEMENT; AMENDMENTS. This Agreement is the FINAL AGREEMENT between the Company and the Investor with respect to
the terms and conditions set forth herein, and, the terms of this Agreement may not be contradicted by evidence of prior, contemporaneous,
or subsequent oral agreements of the Parties.


 


11.7         
NOTICES. Any notices or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by electronic mail (provided confirmation of transmission is mechanically or electronically generated and kept on file by the
sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and email addresses for such communications shall be:


 


	If
                                         to the Company:

         

         

         
	 	American
                                         Cannabis Company, Inc.

        5690
        Logan St. Unit A

        Denver,
        CO 80216

        Attn:
        Corey Hollister

        Email:
        hollister@americancannabisconsulting.com

	 	 	 
	If
    to the Investor:	 	Tangiers
                                         Global, LLC

        Caribe
        Plaza Office Building 6th Floor, Palmeras St. # 53

        San
        Juan, PR 00901

        Attn:

        Email:
        admin@tangierscapital.com







    	 	
16
	 



    	 



    



Each party shall provide five (5) business days prior written notice to the other party of any change in address or email address.


 


11.8         
NO ASSIGNMENT. This Agreement may not be assigned.


 


11.9         
NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the parties hereto and is not for the benefit
of, nor may any provision hereof be enforced by, any other person.


 


11.10     
SURVIVAL. The representations and warranties of the Company and the Investor contained in Sections 3 and 4, the
agreements and covenants set forth in Section 5, the indemnification provisions set forth in Section 10 and this
Section 11, shall survive each of the Closings and the termination of this Agreement.


 


11.11     
PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making
public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise
make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld
or delayed, except that no prior consent shall be required if such disclosure is required by law, as determined solely by the
Company in consultation with its counsel. The Investor acknowledges that this Agreement and all or part of the Registered Offering
Transaction Documents may be deemed to be “material contracts” as that term is defined by Item 601(b)(10) of Regulation
S-K, and that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed
under the 1933 Act or the 1934 Act. The Investor further agrees that the status of such documents and materials as material contracts
shall be determined solely by the Company, in consultation with its counsel.


 


11.12     
EXCLUSIVITY. The Company shall not pursue an equity line transaction similar to the transactions contemplated in this Agreement
with any other person or entity until the earlier of (i) the Effective Date and (ii) termination of this Agreement in accordance
with Section 8.


 


11.13     
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.


 


11.14     
NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied against any party, as the parties mutually agree
that each has had a full and fair opportunity to review this Agreement and seek the advice of counsel on it.


 


11.15     
REMEDIES. The Investor shall have all rights and remedies set forth in this Agreement and the Registration Rights Agreement
and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of
the rights which the Investor has by law. Any person having any rights under any provision of this Agreement shall be entitled
to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any default or
breach of any provision of this Agreement, including the recovery of reasonable attorneys fees and costs, and to exercise all
other rights granted by law.


 


11.16     
PAYMENT SET ASIDE. To the extent that the Company makes a payment or payments to the Investor hereunder or under the Registration
Rights Agreement or the Investor enforces or exercises its rights hereunder or thereunder, and such payment or payments or the
proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee,
receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law
or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to
be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement
or setoff had not occurred.


 



    	 	
17
	 



    	 



    




11.17       COMMITMENT
FEE. Upon the date of execution of this Agreement, the Company shall be required to issue to the Purchaser a 8% $50,000 promissory
note as a commitment fee (the “Commitment Fee Note”). In the event that the S-1 is declared effective within
90 days following document execution, $25,000 will be automatically deducted from the balance of the Commitment Fee Note. In the
event that the S-1 is declared effective within 135 days (but more than 90 days) following document execution, $15,000 will be
automatically deducted from the balance of the Commitment Fee Note.





 


SECTION XII


NON-DISCLOSURE OF NON-PUBLIC INFORMATION


 


The Company shall
not disclose non-public information to the Investor, its advisors, or its representatives.


 


Nothing
in the Registered Offering Transaction Documents shall require or be deemed to require the Company to disclose non-public information
to the Investor or its advisors or representatives, and the Company represents that it does not disseminate non-public information
to any investors who purchase stock in the Company in a public offering, to money Managing Members or to securities analysts,
provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately
notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance
(without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information
(whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities),
which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material
misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the
circumstances in which they were made, not misleading. Nothing contained in this Section 12 shall be construed to mean
that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such
information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this
Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based
on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of material fact
or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein,
in light of the circumstances in which they were made, not misleading.


 


SECTION XIII


ACKNOWLEDGEMENTS OF THE PARTIES


 


Notwithstanding
anything in this Agreement to the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investor
makes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor
will not short or pre-sell, either directly or indirectly through its affiliates, principals or advisors, the Common Stock of
the Company at any time; (ii) the Company shall comply with its obligations under Section 5.8 in a timely manner; (iii) the Company
has not and shall not provide material non-public information to the Investor unless prior thereto the Investor shall have executed
a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that
the Investor will be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investor effects any
transactions in the securities of the Company.


 


[Signature Page to Follow.]



    	 	
18
	 



    	 



    







 


Your signature
on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement as of the
date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement,
and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by
its terms.


 


TANGIERS GLOBAL, LLC


 


 


By: /s/ Justin Ederle


Name: Justin Ederle


Title: Managing Member


 


AMERICAN CANNABIS COMPANY,
INC.


 


By: /s/ Corey Hollister


Name: Corey Hollister


Title: President, Chief Executive
Officer







[SIGNATURE PAGE OF INVESTMENT AGREEMENT]



    	 	
19
	 



    	 



    

LIST OF EXHIBITS


 


EXHIBIT ARegistration Rights
Agreement


 


EXHIBIT BPut Notice


 


EXHIBIT CPut Settlement Sheet


 




    	 	
20
	 



    	 



    

EXHIBIT A


 


REGISTRATION RIGHTS AGREEMENT


 


See attached.


 




    	 	
21
	 



    	 



    

EXHIBIT B


 


FORM OF PUT NOTICE


 


Date:


 


RE: Put Notice Number __


 


Dear Mr.__________,


 


This is to inform you that as
of today, American Cannabis Company, Inc., a Delaware corporation (the “Company”), hereby elects to exercise its right
pursuant to the Investment Agreement to require Tangiers Global, LLC to purchase shares of its common stock. The Company hereby
certifies that:


 


Put Amount in Shares__________.


 


The Pricing Period runs from
_______________ until _______________.


 


The current number of shares
of common stock issued and outstanding is: _________________.


 


The number of shares currently
available for resale on the S-1 is: ________________________.


 


 


Regards,


 


American Cannabis Company, Inc.


 


By: __________________________________


Name: 


Title:


 




    	 	
22
	 



    	 



    

EXHIBIT C


 


PUT SETTLEMENT SHEET


 


Date: ________________


 


Dear Mr. ________,


 


Pursuant to the Put given by American
Cannabis Company, Inc. to Tangiers Global, LLC. (“TG”) on _________________ 201_, we are now submitting the purchase
price for the shares of common stock.


 


Purchase Price per Share _________________.


 


Shares Being Purchased___________________.


 


Total Purchase Price _____________________.


 


Please have a certificate
bearing no restrictive legend issued to TG immediately and send via DWAC to the following account:


 


[INSERT]


 


If not DWAC eligible, please
send FedEx Priority Overnight to:


 


[INSERT ADDRESS]


 


Once these shares are received
by us, we will have the funds wired to the Company.


 


Regards,


 


TANGIERS GLOBAL, LLC


 


 


By: _________________________________


Name:


Title: Managing Member


 




    	 	
23
	 



    	 



    

SCHEDULE 4.3


 






    	 	
24