Exhibit 10.1


 


FORM OF


CONVERTIBLE PROMISSORY NOTE


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY
SATISFACTORY TO THE COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER
THE ACT AND SUCH STATE SECURITIES LAWS.


 


 


MARIJUANA COMPANY OF AMERICA, INC.


 


Convertible Promissory Note


 


USD $ 625,000.00


Issuance Date: November 24, 2021


 


 


FOR VALUE RECEIVED, Marijuana
Company of America, Inc., a Utah corporation with an address of 633 West Fifth Street, Suite 2826, Los Angeles, CA 90071 (the “Maker”),
promises to pay to the order of Beach Labs, Inc., a Florida corporation with an address of 3450 S. Ocean Blvd., #122, Palm Beach,
FL 33480 (hereinafter referred to as the “Payee”), the principal sum of Six Hundred Twenty-Five Thousand Dollars ($625,000)(the
“Principal Amount”), together with interest at the rate of TEN percent (10%) per annum (“Stipulated Rate”), on
the outstanding Principal Amount (as hereinafter defined) of this promissory note (“Note”), which principal and interest shall
be payable as follows, with no pre-payment penalty:


 


		(1)	Commencing on the Issuance Date, twelve (12) consecutive monthly payments of Twenty Thousand Eight Hundred
Thirty-Three Dollars ($20,833) plus accrued interest at the Stipulated Rate, with the first payment due on the Issuance Date and the subsequent
payments on the 15th of each month thereafter.



 


		(2)	Commencing on the date that is the first anniversary date of this Note, and the
same day of each month for the calendar year thereafter, twelve (12) consecutive monthly payments of Nine Thousand Three Hundred Seventy-Five
Dollars ($9,375) plus accrued interest at the Stipulated Rate.



 


		(3)	Commencing on the date that is the second anniversary date of this Note, and the
same day of each month for the calendar year thereafter, twelve (12) consecutive monthly payments of Four Thousand Three Hundred Seventy-Five
Dollars ($4,375) plus accrued interest at the Stipulated Rate.



 


		(4)	Commencing on the date that is the third anniversary date of this Note, and the
same day of each month for the calendar year thereafter, twelve (12) consecutive monthly payments of One Thousand Seven Hundred Fifty
Dollars ($1,750) plus accrued interest at the Stipulated Rate.



 


The due date of any outstanding
Principal Amount and interest are referred to herein as the “Maturity Date,” respectively.


 


All payments under or pursuant
to this Note refer to and shall be made in United States Dollars in immediately available funds to the Holder at the address of the Holder
first set forth above or at such other place as the Holder may designate from time to time in writing to the Company or by wire transfer
of funds to the Holder’ account (s).




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ARTICLE I


Section
1.1                 Interest.
Beginning on the issuance date of this Note (the “Issuance Date”), the outstanding principal balance of this Note shall bear
annual interest at 10 percent,


Section 1.2                 Payment
on Non-Business Days. Whenever any payment to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the
State of California, such payment may be due on the next succeeding business day and such next succeeding day shall be included in the
calculation of the amount of accrued interest payable on such date.


Section 1.3                 Transfer.
This Note may be transferred or sold, subject to the provisions of Section 4.8 of this Note, or pledged, hypothecated or otherwise
granted as security by the Holder.


Section 1.4                  Replacement.
Upon receipt of a duly executed, notarized and unsecured written statement from the Holder with respect to the loss, theft or destruction
of this Note (or any replacement hereof), and without requiring an indemnity bond or other security, or, in the case of a mutilation
of this Note, upon surrender and cancellation of such Note, the Company shall issue a new Note, of like tenor and amount, in lieu of
such lost, stolen, destroyed or mutilated Note.


ARTICLE
II


EVENTS OF DEFAULT; REMEDIES


Section 2.1                 Events
of Default. The occurrence of any of the following events shall be an “Event of Default” under this Note:


(a)       the Company shall fail to make the payment of any amount of principal outstanding on the date such
payment is due hereunder; 


(b)       the Company shall fail to make any payment of interest for a period of three (3) days after the date
such interest is due; 


(c)       the suspension from listing, or the failure of the Common Stock to be quoted on the OTC Markets Pink
tier for a period of five (5) consecutive Trading Days; 


(d)       the Company’s notice to the Holder, including by way of public announcement, at any time, of
its inability to comply or its intention not to comply with proper requests for conversion of this Note into shares of Common Stock; 


(e)       the Company shall fail to (i) timely deliver the shares of Common Stock upon conversion of the Note
or any accrued and unpaid interest, or (ii) make the payment of any fees and/or liquidated damages under this Note or the Purchase Agreement,
which failure in the case of items (i) and (ii) of this Section 2.1(e) is not remedied within three (3) business days after the incurrence
thereof; 


(f)       default shall be made in the performance or observance of (i) any material covenant, condition or
agreement contained in this Note (other than as set forth in clause (e) of this Section 2.1) and such default is not fully cured within
five (5) business days after the occurrence thereof or (ii) any material covenant, condition or agreement contained in the Purchase Agreement
or any other Transaction Document which is not covered by any other provisions of this Section 2.1 and such default is not fully cured
within five (5) business days after the occurrence thereof; 


(g)       
any material representation or warranty made by the Company herein or in the Purchase Agreement or
any other Transaction Document shall prove to have been false or incorrect or breached in a material respect on the date as of which made;





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(h)       the Company shall (i) apply for or consent to the appointment of, or the taking of possession by,
a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets, (ii) make a general
assignment for the benefit of its creditors, (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter
in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition seeking to take advantage of any
bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally,
(v) acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter
in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (vi) issue a notice of bankruptcy or winding down of
its operations or issue a press release regarding same, or (vii) take any action under the laws of any jurisdiction (foreign or domestic)
analogous to any of the foregoing; 


(i)        a
proceeding or case shall be commenced in respect of the Company, without its application or consent, in any court of competent jurisdiction,
seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts, (ii) the
appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets in connection
with the liquidation or dissolution of the Company or (iii) similar relief in respect of it under any law providing for the relief of
debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue un-dismissed, or un-stayed and in effect,
for a period of sixty (60) days or any order for relief shall be entered in an involuntary case under United States Bankruptcy Code (as
now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against the Company or action under
the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Company and shall
continue un-dismissed, or un-stayed and in effect for a period of sixty (60) days; or


(j)       the failure of the Company to instruct its transfer agent to remove any legends from shares of Common
Stock eligible to be sold under Rule 144 of the Securities Act and issue such un-legended certificates to the Holder within five (5) business
days of the Holder’ request so long as the Holder has provided reasonable assurances and opinions of counsel to the Company that
such shares of Common Stock can be resold pursuant to Rule 144; or


(k)       
the failure of the Company to pay any amounts due to the Holder herein within three (3) business
days of receipt of notice to the Company.


Section 2.2                 Remedies
Upon An Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any
time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and
payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of
which are hereby expressly unconditionally and irrevocably waived by the Company; provided, however, that upon the occurrence of an Event
of Default described in (i) Sections 2.1 (k) or (l), the outstanding principal balance and interest hereunder shall be automatically
due and payable and (ii) Sections 2.1 (a)-(j) and 2.1(m)-(n), demand the prepayment of this Note pursuant to Section 3.6 hereof, (b)
subject to Section 3.4 hereof, demand that the principal amount of this Note then outstanding shall be converted into shares of Common
Stock at a Conversion Price (as defined in Section 3.2(a) hereof) per share calculated pursuant to Section 3.1 hereof assuming that the
date that the Event of Default occurs is the Conversion Date and demand that all accrued and unpaid interest under this Note shall be
converted into shares of Common Stock in accordance with Section 1.2 hereof, or (c) exercise or otherwise enforce any one or more of
the Holder’ rights, powers, privileges, remedies and interests under this Note. No course of delay on the part of the Holder shall
operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other
remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.




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ARTICLE III



CONVERSION; ANTIDILUTION; PREPAYMENT


Section 3.1                 Conversion Option.


(a)       At any time after the Issuance Date, this Note shall be convertible (in whole or in part), at the
option of the Holder (the “Conversion Option”), into such number of fully paid and non-assessable shares of Common
Stock (the “Conversion Rate”) as is determined by dividing that portion of the outstanding principal balance and any
accrued interest due under this Note as of such date that the Holder elect to convert by the Conversion Price (as defined in Section 3.2(a)
hereof) then in effect on the date on which the Holder delivers a notice of conversion (the “Conversion Notice”), duly
executed, to the Company (the “Voluntary Conversion Date”), provided, however, that the Conversion Price shall be subject
to adjustment as described in Section 3.5 below. The Holder shall deliver this Note to the Company at the address designated in the Purchase
Agreement at such time that this Note is fully converted. With respect to partial conversions of this Note, the Company shall keep written
records of the amount of this Note converted as of each Conversion Date. 


(b)       Furthermore, upon the occurrence of an Event of Default (as defined in Section 2.1 hereof), then
to the extent permitted by law, the Company will pay interest to the Holder, payable on demand, on the outstanding principal balance of
the Note from the date of the Event of Default until such Event of Default is cured at the rate of the lesser of fifteen percent (15%)
and the maximum applicable legal rate per annum. 


 


Section 3.2                 Conversion Price.


(a)       The term “Conversion Price” is the per share price equal to the average closing
price of Marijuana Company of America, Inc. common stock for the 20-day period immediately preceding the Effective Time, as reported by
OTC Markets, multiplied by 70%. 


(b)       Registration Rights. If at any time the Company shall determine to prepare and file with the
Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the
account of others under the Securities Act of any of its equity on Form S-1, the Company shall cause the registration under the Securities
Act of all the shares issuable upon conversion of this Note.


c)       Holder’s
Conversion Limitations. The Company shall not effect any conversion of this Note, and a Holder shall not have the right to convert any
portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder
(together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s
Affiliates) (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and
its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect
to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion
of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties
and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution
Parties. Except as set forth in the preceding sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The “Beneficial Ownership
Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock issuable upon conversion of this Note held by the Holder. The limitations contained in this paragraph shall
apply to a successor holder of this Note.


 




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d)        True-Up.
On the date that is seven (7) Trading Days (a “True-Up Date”) from each Conversion Date there shall be a true-up where the
Company shall deliver to Holder an amount in cash or additional Conversion Shares (“True-Up Amount”) if the Closing Price
as of the True-Up Date is less than the Conversion Price used in the applicable Notice of Conversion. In such event, the Company shall
deliver to the Holder within one (1) Trading Day of the True-Up Date (the “True-Up Delivery Date”) either an amount in cash
or such number of Conversion Shares having a value equal to the difference between the Closing Price and the aggregate value of the amount
converted as set forth in the Notice of Conversion. The number of shares of Common Stock to be delivered to the Holder in satisfaction
of the True-Up Amount to be delivered in accordance with this Section shall be equal to True-Up Amount divided by the Conversion Price
in effect on the Conversion Date. No fractional shares shall be issued and any fractional shares that are required to be delivered in
accordance with this Section shall be rounded up to the nearest whole share. For the avoidance of doubt, if the Closing Price as of the
True-Up Date is higher than the Conversion Price set forth in the applicable Notice of Conversion, then Company shall have no obligation
to deliver a True-Up Amount to the Holder.


 


Section 3.3                 Mechanics
of Conversion.


(a)       Not
later than three (3) Trading Days after any Conversion Date, the Company or its designated transfer agent, as applicable, shall issue
and deliver to the Depository Trust Company (“DTC”) account on the Holder’ behalf via the Deposit Withdrawal
Agent Commission System (“DWAC”) as specified in the Conversion Notice, registered in the name of the Holder’
or its designees, for the number of shares of Common Stock to which the Holder shall be entitled. In the alternative, not later than three
(3) Trading Days after any Conversion Date, the Company shall deliver to the applicable Holder by express courier a certificate or certificates
which shall be free of restrictive legends and trading restrictions representing the number of shares of Common Stock being acquired upon
the conversion of this Note (the “Delivery Date”). Notwithstanding the foregoing to the contrary, the Company or its
transfer agent shall only be obligated to issue and deliver the shares to the DTC on the Holder’ behaves via DWAC (or certificates
free of restrictive legends) if such conversion is in connection with a sale and the Holder have complied with the applicable prospectus
delivery requirements. If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by
the applicable Holder by the Delivery Date, the applicable Holder shall be entitled by written notice to the Company at any time on or
before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately
return this Note if tendered for conversion, whereupon the Company and the applicable Holder shall each be restored to its position immediately
prior to the delivery of such notice of revocation, except that any amounts described in Section 3.3(b) shall be payable through the date
notice of rescission is given to the Company.


(b)       The
Company understands that a delay in the delivery of the shares of Common Stock upon conversion of this Note beyond the Delivery Date could
result in economic loss to the Holder. If the Company fails to deliver to the applicable Holder such shares via DWAC or a certificate
or certificates pursuant to this Section hereunder by the Delivery Date, the Company shall pay to such Holder, in cash, an amount per
Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered, together with interest on such
amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of
(A) (i) 1% of the aggregate principal amount of the Note requested to be converted for the first five (5) Trading Days after the Delivery
Date and (ii) 2% of the aggregate principal amount of the Note requested to be converted for each Trading Day thereafter and (B) $2,000
per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein shall limit a Holder’ right to pursue
actual damages for the Company’s failure to deliver certificates representing shares of Common Stock upon conversion within the
period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity (including, without
limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the
applicable Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the Company shall only be obligated to pay
the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Conversion Notice is withdrawn.




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Section 3.4                  Adjustment of Conversion
Price.


(a)       The
Conversion Price shall be subject to adjustment from time to time as follows:


(i)       Adjustments
for Stock Splits and Combinations. If the Company shall at any time or from time to time after the Issuance Date, effect a stock split
of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately
decreased. If the Company shall at any time or from time to time after the Issuance Date, combine the outstanding shares of Common Stock,
the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under
this Section 3.5(a)(i) shall be effective at the close of business on the date the stock split or combination occurs.


(ii)       Adjustments
for Certain Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue
or set a record date for the determination of Holder of Common Stock entitled to receive a dividend or other distribution payable in shares
of Common Stock, then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased
as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date,
by multiplying, the applicable Conversion Price then in effect by a fraction:


(1)       the
numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance
or the close of business on such record date; and


(2)       the
denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or
distribution.


(iii)       Adjustment
for Other Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue
or set a record date for the determination of Holder of Common Stock entitled to receive a dividend or other distribution payable in other
than shares of Common Stock, then, and in each event, an appropriate revision to the applicable Conversion Price shall be made and provision
shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder of this Note shall receive upon conversions thereof,
in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company which they would have
received had this Note been converted into Common Stock on the date of such event and had thereafter, during the period from the date
of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such
period), giving application to all adjustments called for during such period under this Section 3.5(a)(iii) with respect to the rights
of the Holder of this Note; provided, however, that if such record date shall have been fixed and such dividend is not fully
paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant to this paragraph
as of the time of actual payment of such dividends or distributions.


(iv)       Adjustments
for Reclassification, Exchange or Substitution. If the Common Stock issuable upon conversion of this Note at any time or from time
to time after the Issuance Date shall be changed to the same or different number of shares of any class or classes of stock, whether by
reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends
provided for in Sections 3.5(a)(i), (ii) and (iii), or a reorganization, merger, consolidation, or sale of assets provided for in Section
3.5(a)(v)), then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall be made (by adjustments
of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert this Note into the kind and amount
of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by Holder of the number
of shares of Common Stock into which such Note might have been converted immediately prior to such reclassification, exchange, substitution
or other change, all subject to further adjustment as provided herein.




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(v)       Adjustments
for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall
be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions
provided for in Section 3.5(a)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 3.5(a)(iv)),
or a merger or consolidation of the Company with or into another corporation where the Holder of outstanding voting securities prior to
such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity,
immediately after such merger or consolidation, or the sale of all or substantially all of the Company’s properties or assets to
any other person (an “Organic Change”), then as a part of such Organic Change an appropriate revision to the Conversion
Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the
right thereafter to convert such Note into the kind and amount of shares of stock and other securities or property of the Company or any
successor corporation resulting from Organic Change. In any such case, appropriate adjustment shall be made in the application of the
provisions of this Section 3.5(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions
of this Section 3.5(a)(v) (including any adjustment in the applicable Conversion Price then in effect and the number of shares of stock
or other securities deliverable upon conversion of this Note) shall be applied after that event in as nearly an equivalent manner as may
be practicable.


(vi)       Consideration
for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold:


(1)       in
connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger
in which the previously outstanding shares of Common Stock of the Company shall be changed to or exchanged for the stock or other securities
of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good
faith by the Board of Directors of the Company, of such portion of the assets and business of the non-surviving corporation as such Board
may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may
be; or


(2)       in
the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in which the previously
outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation,
or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation,
the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other
corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal
to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If
any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion
of the Note, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of
the Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of
shares of Common Stock issuable upon conversion of the Note. In the event Common Stock is issued with other shares or securities or other
assets of the Company for consideration which covers both, the consideration computed as provided in this Section 3.5(viii) shall be allocated
among such securities and assets as determined in good faith by the Board of Directors of the Company.


(b)       Record
Date. In case the Company shall take record of the Holder of its Common Stock for the purpose of entitling them to subscribe for or
purchase Common Stock or Convertible Securities, then the date of the issue or sale of the shares of Common Stock shall be deemed to be
such record date.


(c)       Certain
Issues Excepted. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment to the
Conversion Price in connection with (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation,
(ii) securities issued pursuant to a bona fide firm underwritten public offering of the Company’s securities, (iii) securities issued
pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date hereof or
issued pursuant to the Purchase Agreement, (iv) the shares of Common Stock issuable upon the exercise of Warrants, (v) securities issued
in connection with strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of
raising capital, (vi) Common Stock issued or options to purchase Common Stock granted or issued pursuant to the Company’s stock
option plans and employee stock purchase plans as they now exist and (vii) the payment of any accrued interest in shares of Common Stock
pursuant to this Note.




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(d)       No
Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith, assist in the
carrying out of all the provisions of this Section 3.5 and in the taking of all such action as may be necessary or appropriate in order
to protect the Conversion Rights of the Holder against impairment. In the event a Holder shall elect to convert any Note as provided herein,
the Company cannot refuse conversion based on any claim that such Holder or any one associated or affiliated with such Holder has been
engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction
from a court, or notice, restraining and or adjoining conversion of all or of said Note shall have issued and the Company posts a surety
bond for the benefit of such Holder in an amount equal to one hundred thirty percent (130%) of the amount of the Note the Holder has elected
to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which
shall be payable to such Holder in the event it obtains judgment.


(e)       Certificates
as to Adjustments. Upon occurrence of each adjustment or readjustment of the Conversion Price or number of shares of Common Stock
issuable upon conversion of this Note pursuant to this Section 3.5, the Company at its expense shall promptly compute such adjustment
or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth such adjustment and readjustment,
showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon written request of the Holder,
at any time, furnish or cause to be furnished to the Holder a like certificate setting forth such adjustments and readjustments, the applicable
Conversion Price in effect at the time, and the number of shares of Common Stock and the amount, if any, of other securities or property
which at the time would be received upon the conversion of this Note. Notwithstanding the foregoing, the Company shall not be obligated
to deliver a certificate unless such certificate would reflect an increase or decrease of at least one percent (1%) of such adjusted amount.


(f)       Issue
Taxes. The Company shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be payable
in respect of any issue or delivery of shares of Common Stock on conversion of this Note pursuant thereto; provided, however,
that the Company shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with
any such conversion.


(g)       Fractional
Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of any fractional shares to which
the Holder would otherwise be entitled, the Company shall pay cash equal to the product of such fraction multiplied by the average of
the Closing Bid Prices of the Common Stock for the five (5) consecutive Trading Days immediately preceding the Conversion Date.


(h)       Reservation
of Common Stock. The Company shall at all times when this Note shall be outstanding, reserve and keep available out of its authorized
but unissued Common Stock, such number of shares of Common Stock equal to 312,500,000 shares.


(i)       Regulatory
Compliance. If any shares of Common Stock to be reserved for the purpose of conversion of this Note or any interest accrued thereon
require registration or listing with or approval of any governmental authority, stock exchange or other regulatory body under any federal
or state law or regulation or otherwise before such shares may be validly issued or delivered upon conversion, the Company shall, at its
sole cost and expense, in good faith and as expeditiously as possible, endeavor to secure such registration, listing or approval, as the
case may be.


Section 3.6                 Prepayment.


(a)        Prepayment
Upon an Event of Default. Notwithstanding anything to the contrary contained herein, upon the occurrence of an Event of Default described
in Sections 2.1(a)-(j) and 2.1(m)-(o) hereof, the Holder shall have the right, at such Holder’ option, to require the Company to
prepay in cash all or a portion of this Note the aggregate principal amount of this Note plus all accrued and unpaid interest applicable
at the time of such request (the “Event of Default Prepayment Price”). Nothing in this Section 3.6(a) shall limit
the Holder’ rights under Section 2.2 hereof.




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(b)       Prepayment at the Election of the Company. Notwithstanding anything to the contrary contained
in this Note, at any time during the period beginning on the Issuance Date and ending on the date which is one hundred and eighty (180)
days following the issue date, the Company shall have the right to prepay the outstanding Note (principal and accrued interest), in full.



(c)       Section 3.7 No Rights as Shareholders. Nothing contained in this Note shall be construed as
conferring upon the Holder, prior to the conversion of this Note, the right to vote or to receive dividends or to consent or to receive
notice as a shareholders in respect of any meeting of shareholders for the election of directors of the Company or of any other matter,
or any other rights as a shareholders of the Company.


ARTICLE IV



MISCELLANEOUS


Section 4.1                 Notices.
Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall
be effective (a) upon hand delivery by telex (with correct answer back received), telecopy or facsimile at the address or number designated
in the Purchase Agreement (if delivered on a business day during normal business hours where such notice is to be received), or the first
business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to
be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to
such address, or upon actual receipt of such mailing, whichever shall first occur. The Company will give written notice to the Holder
at least ten (10) days prior to the date on which the Company takes a record (x) with respect to any dividend or distribution upon the
Common Stock, (y) with respect to any pro rata subscription offer to Holder of Common Stock or (z) for determining rights to vote with
respect to any Organic Change, dissolution, liquidation or winding-up and in no event shall such notice be provided to such Holder prior
to such information being made known to the public. The Company will also give written notice to the Holder at least ten (10) days prior
to the date on which any Organic Change, dissolution, liquidation or winding-up will take place and in no event shall such notice be
provided to the Holder prior to such information being made known to the public.


Section 4.2                 Secured
Obligation. The obligations of the Company under this Note are secured by all assets of the Company and each Subsidiary pursuant
to the Security Agreement, dated as of approximate equal date herewith between the Company, the Subsidiaries of the Company and the Secured
Parties (as defined therein).


Section 4.3                 Governing
Law. This Note shall be governed by and construed in accordance with the internal laws of the State of California, without giving
effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction.
This Note shall not be interpreted or construed with any presumption against the party causing this Note to be drafted.


Section 4.4                 Headings.
Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a
part of this Note for any other purpose.


Section 4.5                Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and
in addition to all other remedies available under this Note, at law or in equity (including, without limitation, a decree of specific
performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving
rise to such remedy and nothing herein shall limit a Holder’ right to pursue actual damages for any failure by the Company to comply
with the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation
thereof) shall be the amounts to be received by the Holder thereof and shall not, except as expressly provided herein, be subject to
any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder
will cause irreparable and material harm to the Holder and that the remedy at law for any such breach may be inadequate. Therefore the
Company agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available
rights and remedies, at law or in equity, to seek and obtain such equitable relief, including but not limited to an injunction restraining
any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.




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Section 4.6                 Enforcement
Expenses. The Company agrees to pay all costs and expenses of enforcement of this Note, including, without limitation, reasonable
attorneys’ fees and expenses.


Section 4.7                 Binding
Effect. The obligations of the Company and the Holder set forth herein shall be binding upon the successors and assigns of each such
party, whether or not such successors or assigns are permitted by the terms hereof.


Section 4.8                 Amendments.
This Note may not be modified or amended in any manner except in writing executed by the Company and the Holder.


Section 4.9                 Compliance
with Securities Laws. The Holder of this Note acknowledges that this Note is being acquired solely for the Holder’ own account
and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise dispose of this Note.
This Note and any Note issued in substitution or replacement therefor shall be stamped or imprinted with a legend in substantially the
following form:


“THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY
TO THE COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED, HYPOT1ECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER
THE ACT AND SUCH STATE SECURITIES LAWS.”


 


Section 4.10                Consent
to Jurisdiction. Each of the Company and the Holder (i) hereby irrevocably submits to the exclusive jurisdiction of the State of
California for the purposes of any suit, action or proceeding arising out of or relating to this Note and (ii) hereby waives, and agrees
not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court,
that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.
Each of the Company and the Holder consents to process being served in any such suit, action or proceeding by mailing a copy thereof
to such party at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing in this Section 4.9 shall affect or limit any right to serve process in
any other manner permitted by law. Each of the Company and the Holder hereby agree that the prevailing party in any suit, action or proceeding
arising out of or relating to this Note shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.


Section 4.11                Parties
in Interest. This Note shall be binding upon, inure to the benefit of and be enforceable by the Company, the Holder and its successors
and permitted assigns.


Section 4.12                Failure
or Indulgence Not Waiver. No failure or delay on the part of the Holder 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.


	Dated: November 24, 2021	 	MARIJUANA COMPANY OF AMERICA, INC.
	 	 	 	 
	 	 	By: 	 
	 	 	 	Jesus M. Quintero
	 	 	 	Chief Executive Officer



 



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FORM OF


NOTICE OF CONVERSION


(To be Executed by the Registered Holder in
order to Convert the Note)


The undersigned hereby irrevocably elects
to convert $ ________________ of the principal amount of the above Note No. ___ into shares of Common Stock of Marijuana Company of America,
Inc. (the “Company”) according to the conditions hereof, as of the date written below.


Date of Conversion: ___________________________________________


Applicable Conversion Price: ___________________________________


Number of shares of Common Stock beneficially owned or deemed
beneficially owned by the Holder on the Date of Conversion:__________________________________________________


Signature:____________________________________________________


Print Name:__________________________________________________


Address:_____________________________________________________


_____________________________________________________


 


 


 


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