Exhibit 10.4


 


FORM OF


COMMON STOCK PURCHASE AGREEMENT


COMMON STOCK PURCHASE
AGREEMENT (the “Agreement”), dated as of June 29, 2021, by and between CDISTRO, INC., a Nevada corporation
(the “Company”), and MARIJUANA COMPANY OF AMERICA, INC., a Utah corporation (the “Buyer”).
Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.


WHEREAS:


Subject to the terms and
conditions set forth in this Agreement, the Company wishes to sell to the Buyer, and the Buyer wishes to buy from the Company, Three Hundred
Fifty Thousand ($350,000) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at the
price of $1.00 per share. The shares of Common Stock to be purchased hereunder are referred to herein as the “Commitment Shares.”


NOW THEREFORE, the
Company and the Buyer hereby agree as follows:


 


	 	1.	PURCHASE OF COMMON STOCK. 


Subject to the terms
and conditions set forth in this Agreement, the Company has the right to sell to the Buyer, and the Buyer has the obligation to purchase
from the Company, Commitment Shares as follows:


Purchases of Common
Stock. Buyer shall purchase from the Company the Commitment Shares and pay to the Company as the purchase price therefor, via wire
transfer, Three Hundred Fifty Thousand Dollars ($350,000) (such purchase the “Purchase”). The parties acknowledge the
prior deposit of $35,000 into escrow with Independent Law, PLLC towards the Purchase. Upon issuance and payment therefor as provided herein,
such Commitment Shares shall be validly issued and are fully paid and non-assessable. The Commitment Shares shall be issued with restrictive
legend.


 


	 	2.	BUYER’S REPRESENTATIONS AND WARRANTIES. 


The Buyer represents
and warrants to the Company that as of the date hereof and as of the Commencement Date:


(a) Investment Purpose.
The Buyer is entering into this Agreement and acquiring the Commitment Shares (the “Securities”), for its own account
for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof; provided however,
by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term.


(b) Accredited Investor
Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D.


(c) Information.
The Buyer has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities that have been reasonably requested by the Buyer. The Buyer understands that its investment in
the Securities involves a high degree of risk. The Buyer (i) is able to bear the economic risk of an investment in the Securities
including a total loss, (ii) has such knowledge and experience in financial and business matters that it is capable of evaluating
the merits and risks of the proposed investment in the Securities and (iii) has had an opportunity to ask questions of and receive
answers from the officers of the Company concerning the financial condition and business of the Company and other matters related to an
investment in the Securities.


(d) No Governmental
Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor
have such authorities passed upon or endorsed the merits of the offering of the Securities.


(e) Validity; Enforcement.
This Agreement has been duly and validly authorized, executed and delivered on behalf of the Buyer and is a valid and binding agreement
of the Buyer enforceable against the Buyer 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.


 






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	 	3.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 


The Company represents
and warrants to the Buyer that as of the date hereof and as of the Commencement Date:


(a) Organization and
Qualification. The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Nevada
and has the requisite corporate power and authority to carry on its business as now being conducted.


(b) Authorization; Enforcement;
Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this
Agreement, and each of the other agreements entered into by the parties on the Commencement Date and attached hereto as exhibits to this
Agreement (collectively, the “Transaction Documents”), and to issue the Securities in accordance with the terms hereof
and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance
and the issuance of the Commitment Shares issuable under this Agreement, have been duly authorized by the Company’s Board of Directors
or duly authorized committee thereof, do not conflict with the Company’s Certificate of Incorporation or Bylaws, and do not require
further consent, approval or authorization by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been,
and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement
constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall 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. The Board of Directors of the Company or duly authorized
committee thereof has approved and authorized this Agreement and the transactions contemplated hereby.


(c) Capitalization.
As of the date hereof, the authorized capital stock of the Company consists of (i) 1,350,000 shares of Common Stock, of which as
of the date hereof, 1,000,000 shares are issued and outstanding, and 350,000 shares reserved for issuance or purchase pursuant to this
Agreement and (ii) no shares of Preferred Stock. All of such outstanding shares have been, or upon issuance will be, validly issued
and are fully paid and nonassessable. 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 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 contracts, commitments, understandings or arrangements
by which the Company is or may become bound to issue additional shares of capital stock of the Company 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, (iv) there are no agreements or arrangements under which the Company is obligated to register the sale
of any of their securities under the 1933 Act, (v) there are no outstanding securities or instruments of the Company which contain
any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is
or may become bound to redeem a security of the Company, (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 and (vii) the Company
does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company
has furnished or made available to the Buyer true and correct copies of the Company’s Certificate of Incorporation, as amended and
as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as amended and
as in effect on the date hereof (the “By-laws”), and summaries of the terms of all securities convertible into or exercisable
for Common Stock, if any, and copies of any documents containing the material rights of the holders thereof in respect thereto.






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(d) Issuance of Securities.
The Commitment Shares have been duly authorized and, upon issuance in accordance with the terms hereof, the Commitment Shares shall be
(i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the issue
thereof. Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement, the Commitment Shares shall
be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the
holders being entitled to all rights accorded to a holder of Common Stock.


(e) No Conflicts.
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Commitment Shares) will
not result in a violation of the Certificate of Incorporation or the By-laws of the Company.


 


	 	4.	MISCELLANEOUS.


(a) Governing Law;
Jurisdiction; Jury Trial. The corporate laws of the State of Nevada shall govern all issues concerning the relative rights of the
Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement
and the other Transaction Documents shall be governed by the internal laws of the State of Nevada, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of Nevada. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in the City of Reno, for the adjudication of any dispute hereunder or under the other Transaction
Documents or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.


(b) Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were
an original, not a facsimile signature.


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


(d) 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.


 


(e) Entire Agreement.
With the exception of the Mutual Nondisclosure Agreement between the parties dated as of March 19, 2021, this Agreement supersedes all
other prior oral or written agreements between the Buyer, the Company, their affiliates and persons acting on their behalf with respect
to the matters discussed herein, and this Agreement, the other Transaction Documents and the instruments referenced herein contain 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 the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters.
The Company acknowledges and agrees that is has not relied on, in any manner whatsoever, any representations or statements, written or
oral, other than as expressly set forth in this Agreement.


(f) Notices. Any
notices, consents 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 facsimile (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business
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 facsimile numbers for such communications shall be:






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If to the Company:


cDistro, Inc.


3450 S. Ocean Blvd., #122


Palm Beach, FL 33480


Attention: Ronald P. Russo, Jr.


Email: rr@cdistro.com


If to the Buyer:


Marijuana Company of America, Inc.


1340 West Valley Parkway, Suite 205


Escondido, CA 92029


Attention: Jesus M. Quintero, CEO


Email: jesus@hempsmart.com


or at such other address and/or facsimile number
and/or to the attention of such other person as the recipient party has specified by written notice given to each other party one (1) Business
Day prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent
or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time,
date, and recipient facsimile number or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence
of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause
(i), (ii) or (iii) above, respectively. Any party to this Agreement may give any notice or other communication hereunder using
any other means (including messenger service, ordinary mail or electronic mail), but no such notice or other communication shall be deemed
to have duly given unless it actually is received by the party for whom it is intended.


(g) Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. The Company
shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer, including by merger
or consolidation. The Buyer may not assign its rights or obligations under this Agreement.


(h) No Third Party Beneficiaries.
This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other person.


(i) Publicity. The
Buyer shall have the right to approve before issuance any press release, SEC filing or any other public disclosure made by or on behalf
of the Company whatsoever with respect to, in any manner, the Buyer, its purchases hereunder or any aspect of this Agreement or the transactions
contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press
release or other public disclosure (including any filings with the SEC) with respect to such transactions as is required by applicable
law and regulations so long as the Company and its counsel consult with the Buyer in connection with any such press release or other public
disclosure at least two (2) Business Days prior to its release. The Buyer must be provided with a copy thereof at least two (2) Business
Days prior to any release or use by the Company thereof.


(j) 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.


 


(k) Termination. This
Agreement may be terminated only as follows:


(i) By the Buyer
without any liability or payment to the Company, if pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary
case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all
of its property, or the Company makes a general assignment for the benefit of its creditors, this Agreement shall automatically terminate
without any liability or payment to the Company without further action or notice by any Person. No such termination of this Agreement
under this Section 4(k)(i) shall affect the Company’s or the Buyer’s obligations under this Agreement with respect to
pending purchases and the Company and the Buyer shall complete their respective obligations with respect to any pending purchases under
this Agreement.


 






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(ii) In the event
that the Commencement shall not have occurred, the Company shall have the option to terminate this Agreement for any reason or for no
reason without any liability whatsoever of any party to any other party under this Agreement.


(iii) At any
time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no reason by delivering
notice (a “Company Termination Notice”) to the Buyer electing to terminate this Agreement without any liability whatsoever
of any party to any other party under this Agreement. The Company Termination Notice shall not be effective until one (1) Business
Day after it has been received by the Buyer.


(iv) This Agreement
shall automatically terminate on the date that the Company sells and the Buyer purchases the full Available Amount as provided herein,
without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this
Agreement.


Any termination of this Agreement pursuant to
this Section 4(k) shall be effected by written notice from the Company to the Buyer, or the Buyer to the Company, as the case may
be, setting forth the basis for the termination hereof. The representations and warranties of the Company and the Buyer contained in Sections
2 and 3 hereof shall survive the Commencement and any termination of this Agreement.


(l) No Financial Advisor,
Placement Agent, Broker or Finder. The Company represents and warrants to the Buyer that it has not engaged any financial advisor,
placement agent, broker or finder in connection with the transactions contemplated hereby. The Buyer represents and warrants to the Company
that it has not engaged any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby.
The Company shall be responsible for the payment of any fees or commissions, if any, of any financial advisor, placement agent, broker
or finder engaged by the Company relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the
Buyer harmless against, any liability, loss or expense (including, without limitation, attorneys’ fees and out of pocket expenses)
arising in connection with any such claim.


(m) 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.


(n) Remedies, Other
Obligations, Breaches and Injunctive Relief. Each party’s remedies provided in this Agreement shall be cumulative and in addition
to all other remedies available to it under this Agreement, at law or in equity (including a decree of specific performance and/or other
injunctive relief), no remedy of either party contained herein shall be deemed a waiver of compliance with the provisions giving rise
to such remedy and nothing herein shall limit either party’s right to pursue actual damages for any failure by other party to comply
with the terms of this Agreement. Each party acknowledges that a breach by it of its obligations hereunder will cause irreparable harm
to the other and that the remedy at law for any such breach may be inadequate. Each party therefore agrees that, in the event of any such
breach or threatened breach, the other party shall be entitled, in addition to all other available remedies, to an injunction restraining
any breach, without the necessity of showing economic loss and without any bond or other security being required.


(o) Failure or Indulgence
Not Waiver. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.


 


 


 



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IN WITNESS WHEREOF, the
Buyer and the Company have caused this Common Stock Purchase Agreement to be duly executed as of the date first written above.


 


	 	 	 
	THE COMPANY:
	 
	CDISTRO, INC.
	 	 
	By:	 	
    /s/ Ronald
    P. Russo, Jr.

	Name:	 	Ronald P. Russo, Jr. 
	Title:	 	Chief Executive Officer
	 
	BUYER:
	 
	MARIJUANA COMPANY OF AMERICA, INC.
	 	 
	By:	 	
    /s/ Jesus
    M. Quintero

	Name:	 	Jesus M. Quintero
	Title:	 	Chief Executive Officer



 


 


 


 


 


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