Exhibit 10.1


FORM OF LETTER AGREEMENT


 


Marijuana Company of America, Inc.


633 West Fifth Street, Suite 2826


Los Angeles, California 90071


 


VIA ELECTRONIC MAIL


 


November 24, 2021


 


cDistro, Inc.


Attention: Ronald P. Russo, Jr., Chief Executive Officer


3450 S. Ocean Blvd., #122


Palm Beach, FL 33480


Email: rr@cdistro.com


 


Beach Labs, Inc.


Attention: Ronald P. Russo, Jr., Chief Executive Officer


3450 S. Ocean Blvd., #122


Palm Beach, FL 33480


Email: rr@cdistro.com


 


	 	Re: 	
    True-Up of Merger Shares;

    Agreement to Amend Merger Agreement;

	 	 	Agreement to Issue Promissory Note;
	 	 	Agreement to Rescind Board Observation Rights Letter Agreement.


 


Dear Mr. Russo:


 


Reference is made to that certain Agreement and Plan
of Merger (the “Merger Agreement”), entered into on June 29, 2021 by and among Marijuana Company of America, Inc. (the “Company”)
and cDistro, Inc. ( “cDistro”).


 


Reference is also made to that certain Observation
Rights Letter Agreement (the “Board Letter”), entered into on June 29, 2021 by and among the Company and Beach Labs, Inc.
(“Beach Labs”).


 


In light of our recent discussions regarding the compensation
to Beach Labs under the Merger Agreement, the Company proposes that Beach Labs accept the Company’s offer of an adjustment designed
to maintain the agreed-upon value of the compensation paid under the Merger Agreement. Specifically, we discussed making a promissory
note in the amount of $625,000, which will satisfy half of the stated Merger Agreement Section 2.1(b) compensation value of $1,200,000
(the “Note”), making a true-up of the Merger Agreement stock compensation to reach the value of $600,000, equaling half of
the stated Merger Agreement Section 2.1(b) compensation value of $1,200,000 (the “True-Up”), and amending the Merger Agreement
to add a true-up provision that will maintain that $600,000 of stock compensation value at the date of Beach Lab’s Rule 144 eligibility
(the “Amendment”). Beach Labs will additionally release the Company from the Board Letter.


 


By your agreement and acknowledgment below, this Letter
Agreement shall serve as written confirmation that:


 


		1.	You agree, as of the date of this letter, to perform the True-Up in the
form of Exhibit A to this letter. 



		2.	You agree to the terms of the Note in substantially the form of Exhibit
B to this letter.



		3.	You agree to the terms of the Amendment in substantially the form of Exhibit
C to this letter. 



		4.	You agree that the Board Letter is terminated and no longer in effect. 



 




    	 



    	 



    

 


By signing below, this Letter Agreement shall serve
as written confirmation that you have reviewed this Letter Agreement (and consulted with your legal and tax advisors to the extent you
deemed necessary) and agree to the terms and conditions as described herein. Upon the Effective Date of this letter agreement, you understand
that you will be releasing and discharging the Company and its affiliates from any and all obligations and duties that such persons may
have to you with respect to the Merger Agreement.


 


This Letter Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this
Letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Florida without
regard to choice of law principles. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original
but all of which together shall constitute one and the same instrument. In case any provision of this Letter Agreement shall be held to
be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Letter Agreement, and the validity legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


The parties hereby consent and agree that if this
Letter Agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent
and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the
reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the purposes of this Letter Agreement.


 


***REMAINDER OF PAGE INTENTIONALLY LEFT BLANK***


 




    	 



    	 



    

 


Please indicate confirmation of the terms provided
herein by executing and returning this letter in the space provided below.


 


	 	Very truly yours,
	 	 
	 	MARIJUANA COMPANY OF AMERICA, INC.
	 	 	 
	 	By: 	/s/ Jesus M. Quintero
	 	Name:	 Jesus M. Quintero
	 	Title:	Chief Executive Officer
	 	 	 
	 	Date: November 24, 2021


 


ACCEPTED AND AGREED:


 


Beach Labs, Inc.


 


 


/s/ Ronald P. Russo, Jr.


Ronald P. Russo, Jr.


 


Date: November 24, 2021


 


cDistro, Inc.


 


 


/s/ Ronald P. Russo, Jr.


Ronald P. Russo, Jr.


 


Date: November 24, 2021


 


 


 


 




    	 



    	 



    

 


EXHIBIT A


 


Form of True-Up


 


	 	 	 	 	20-day average	 
	True-Up Per-share Price	 	 $                   0.00229 	 
	 	MCOA Common Stock Closing Prices	Discount	 
	Closing	11/20/2021	 	 	70.00%	 
	1	11/19/2021	 $  0.00260 	 	True-Up Per-share price
	2	11/18/2021	 $  0.00250 	 	 $                   0.00160 	 
	3	11/17/2021	 $  0.00260 	 	 	 
	4	11/16/2021	 $  0.00260 	 	 	 
	5	11/15/2021	 $  0.00280 	 	 	 
	6	11/12/2021	 $  0.00270 	 	 $                   600,000 	Target Value 
	7	11/11/2021	 $  0.00230 	 	              374,298,191 	Shares with value of $600,000 on date of True-Up
	8	11/10/2021	 $  0.00210 	 	              265,164,070 	Shares issued at Merger Agreement closing
	9	11/9/2021	 $  0.00210 	 	              109,134,121 	True-Up Shares Issuable
	10	11/8/2021	 $  0.00220 	 	 	 
	11	11/5/2021	 $  0.00220 	 	 	 
	12	11/4/2021	 $  0.00210 	 	 	 
	13	11/3/2021	 $  0.00220 	 	 	 
	14	11/2/2021	 $  0.00200 	 	 	 
	15	11/1/2021	 $  0.00210 	 	 	 
	16	10/29/2021	 $  0.00200 	 	 	 
	17	10/28/2021	 $  0.00200 	 	 	 
	18	10/27/2021	 $  0.00210 	 	 	 
	19	10/26/2021	 $  0.00220 	 	 	 
	20	10/25/2021	 $  0.00240 	 	 	 


 


 


 




    	 



    	 



    

 


EXHIBIT B


 


Form of Promissory Note


 


 


EXHIBIT C


 


Form of Amendment to Merger Agreement