EXHIBIT 10.2Acquisition Agreement • August 13th, 1999 • Converge Global Inc/Ca • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2017 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • California
This Registration Rights Agreement (the “Agreement”), dated as of July 25, 2017 (the “Execution Date”), is entered into by and between Marijuana Company of America, Inc. (the “Company”), a Utah corporation, with its principal executive offices at 5256 S. Mission Road, 703 #314, Bonsall, CA 92003, 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.
ARTICLE 1 SALE AND PURCHASE OF THE SHARESStock Purchase Agreement • November 19th, 2001 • Converge Global Inc/Ca • Services-business services, nec • California
INVESTMENT AGREEMENTInvestment Agreement • August 21st, 2017 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • California
This INVESTMENT AGREEMENT (the “Agreement”), dated as of July 25, 2017 (the “Execution Date”), is entered into by and between Marijuana Company of America, Inc. (the “Company”), a Utah corporation, with its principal executive offices at 5256 S. Mission Road, 703 #314, Bonsall, CA 92003, 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.
Securities Purchase AgreementSecurities Purchase Agreement • October 13th, 2021 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of September __, 2021, is entered into by and between Marijuana Company of America, Inc., a Utah corporation (“Company”), and St. George Investments LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
EXHIBIT 10.8 ------------Debt Conversion Agreement • April 16th, 2001 • Converge Global Inc/Ca • Services-business services, nec • California
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 3rd, 2022 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • Delaware
This Common Stock Purchase Agreement (the “Agreement”) is entered into as of May 31, 2022, by and between MARIJUANA COMPANY OF AMERICA, a Utah corporation (the “Company”), and DUTCHESS CAPITAL GROWTH FUND LP, a Delaware limited partnership (the “Investor”). The Company and Investor may be referred to herein as each a “Party” and collectively, the “Parties”.
10% FIXED CONVERTIBLE PROMISSORY NOTE OF MARIJUANA COMPANY OF AMERICA, INC.Marijuana Co of America, Inc. • August 21st, 2017 • Medicinal chemicals & botanical products • California
This Note is a duly authorized Fixed Convertible Promissory Note of Marijuana Company of America, Inc. a corporation duly organized and existing under the laws of the State of Utah (the “Company”), designated as the Company's 10% Fixed Convertible Promissory Note in the principal amount of $250,000 (the “Note”). This Note will become effective only upon execution by both parties and delivery of the first payment of consideration by the Holder (the “Effective Date”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • January 6th, 2021 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • California
This INDEPENDENT DIRECTOR AGREEMENT is dated January 5, 2021 (the “Agreement”) by and between MARIJUANA COMPANY OF AMERICA, INC, a Utah corporation (the “Company”), and Tad Mailander, the independent director (the “Director”).
ContractMarijuana Co of America, Inc. • November 6th, 2017 • Medicinal chemicals & botanical products • Utah
THIS WARRANT AND THE COMMON STOCK ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE HEREUNDER MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR ANY SHARES ISSUABLE HEREUNDER UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MARIJUANA COMPANY OF AMERICA, INC. OR ITS TRANSFER AGENT THAT SUCH REGISTRATION IS NOT REQUIRED.
Executive Employment AgreementExecutive Employment Agreement • September 12th, 2017 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • California
This Executive Employment Agreement (the “Agreement”) is made and entered into as of December 30, 2015, by and between CHARLES LARSEN (the “Executive”) and MARIJUANA COMPANY OF AMERICA, INC., a corporation formed and operating under the laws of the State of Utah (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 2nd, 2020 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into and effective as of February 3, 2020 (the "Effective Date"), by and between Marijuana Company of America, Inc., a Utah corporation (the "Company"), 1390 West Valley Parkway, Ste. 205, Escondido, CA 92025, and Jesus Quintero, an individual residing at 16860 SW 1st Street, Pembroke Pines, FL 33027, ("Executive"), with reference to the following facts:
RECITALSShareholder Agreement • April 8th, 2002 • Converge Global Inc/Ca • Services-business services, nec • Florida
Subscription Agreement of Marijuana Company of America, Inc. Common StockSubscription Agreement • September 30th, 2022 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • New York
This subscription (this “Subscription”) is dated , 2022, by and between the investor identified on the signature page hereto (the “Investor”) and Marijuana Company of America, Inc., a Utah corporation (the “Company”), whereby the parties agree as follows:
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS by and between Converge Global "seller" and Mr. Eric Thiele (as "Buyer")Agreement for the Purchase And • August 27th, 2001 • Converge Global Inc/Ca • Services-business services, nec • California
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • March 6th, 2020 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • California
This INDEPENDENT DIRECTOR AGREEMENT is dated February 28, 2020 (the “Agreement”) by and between MARIJUANA COMPANY OF AMERICA, INC, a Utah corporation (the “Company”), and Edward Manolos an individual resident of the State of California (the “Director”).
LOCK-UP/LEAK-OUT AGREEMENTLeak-Out Agreement • March 2nd, 2021 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • Nevada
LOCK-UP/LEAK-OUT AGREEMENT (the “Lock-Up Agreement”) dated as of February 26, 2021 (the “Closing Date”), by and between Marijuana Company of America, Inc., a Utah corporation (“MCOA”) and Eco Innovation Group, Inc., a Nevada corporation (“ECOX”).
JOINT VENTURE AGREEMENT PREAMBLEJoint Venture Agreement • May 23rd, 2017 • Marijuana Co of America, Inc. • Services-business services, nec • California
This Joint Venture Agreement ("Agreement"), dated and effective as of March 17, 2017, (the "Effective Date"), is by and between Marijuana Company of America, Inc., a corporation organized and operating in good standing under the laws of the State of Utah, with a business address of 5256 South Mission Road, 703, #314, Bonsall, CA 92003; (“MCOA"); and, GateC Research Inc. (“GCR”), a corporation organized and operating under the laws of California, with a business address 520 S. Grand Ave., Ste 665, Los Angeles, CA 90071). Each of the foregoing may be individually referred to as a “Party,” or collectively as the “Parties.”
LOCK-UP/LEAK-OUT AGREEMENTLeak-Out Agreement • October 8th, 2020 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • Nevada
LOCK-UP/LEAK-OUT AGREEMENT (the “Lock-Up Agreement”) dated as of September 30, 2020 (the “Closing Date”), by and between Marijuana Company of America, Inc., a Utah corporation (“MCOA”) and Cannabis Global, Inc., a Nevada corporation (“CBGL”).
JOINT VENTURE AGREEMENT TO OPERATE INTERNATIONAL CBD MANUFACTURING AND DISTRIBUTION BUSINESSJoint Venture Agreement • October 5th, 2020 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • Florida
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, MCOA and Mr. Hemp Brazil agree as follows:
EXHIBIT 10.4Employment Agreement • August 13th, 1999 • Converge Global Inc/Ca • California
SHARE EXCHANGE AGREEMENT by and between MARIJUANA COMPANY OF AMERICA, INC. and ECO INNOVATION GROUP, INC. Dated as of February 26, 2021Share Exchange Agreement • March 2nd, 2021 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • Nevada
SHARE EXCHANGE AGREEMENT (this “Agreement”) dated as of February 26, 2021 (“Effective Date”) by and between Marijuana Company of America, Inc., a Utah corporation (“MCOA”) and Eco Innovation Group, Inc., a Nevada corporation (“ECOX”).
ASSET PURCHASE AGREEMENT dated as of October 6, 2021 by and betweenAsset Purchase Agreement • October 13th, 2021 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • California
This Asset Purchase Agreement (this “Agreement”) is dated as of October 6, 2021 (the “Effective Date”), by and among Salinas Diversified Ventures, Inc., a California corporation, and wholly owned subsidiary of Marijuana Company of America, Inc., a Utah corporation (“Buyer”), VBF Brands, Inc., a California corporation (“VBF”), and wholly owned subsidiary of Sunset Island Group, Inc., a California corporation (“SIGO”),” Lori Livacich, an individual (“Livacich”), and St. George Investments, LLC, a Utah limited liability company (“St. George”). Buyer, VBF, SIGO, Livacich and St. George may be collectively referred to as the “Parties.” Capitalized terms used herein without definition are defined in Article 8.
FORM OF OBSERVATION RIGHTS LETTER Marijuana Company of America, Inc.Marijuana Co of America, Inc. • July 1st, 2021 • Medicinal chemicals & botanical products
This letter will confirm our agreement that effective upon the consummation of the merger and share exchange between Marijuana Company of America, Inc. (the “Company”), cDistro Merger Sub, Inc. (“Merger Sub”), and cDistro, Inc. (“cDistro”) resulting in the Company’s acquisition of cDistro from Beach Labs, Inc. ( “Beach Labs”), and for so long as you personally continue to serve as an executive member of cDistro’s management, you will be entitled to the following board observation rights, in addition to rights to certain non-public financial information, inspection rights and other rights that you may be entitled to pursuant to the Agreement and Plan of Merger, Exchange Agreement, and Earnout Agreement among the Company and Beach Labs, each dated as of the date hereof:
FORM OF AGREEMENT AND PLAN OF MERGER by and among Marijuana Company of America, Inc., CDistro Merger Sub, Inc. and cDistro, Inc. Dated as of June 29, 2021Agreement and Plan of Merger • July 1st, 2021 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • Nevada
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 27th, 2021 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • California
This First Amendment (this “Amendment”) to Executive Employment Agreement is hereby entered into this 27th day of April, 2021, effective as of April 22, 2021, by and between Marijuana Company of America, Inc., a Delaware corporation (the “Corporation”) and Jesus Quintero (“Executive”). The Corporation and Executive are collectively referred to herein as the “Parties”.
SETTLEMENT & MUTUAL RELEASE OF ALL CLAIMS AGREEMENTRelease of All Claims Agreement • December 11th, 2017 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • California
This Settlement and Release of All Claims Agreement (“Agreement”) is entered into as of October 10, 2017 (the "Execution Date"), by and between Marijuana Company of America, Inc., a Utah corporation (“MCOA”), on behalf of itself and its subsidiaries, corporate affiliates, and each of its respective present and former employees, officers, directors, owners, shareholders, and agents, individually and in their official capacities, (collectively referred to herein as, the “MCOA Group”), and Tangiers Global LLC, a Wyoming limited liability company (“Tangiers”). MCOA and Tangiers may be referred to individually as a “Party” and are collectively referred to herein as the “Parties”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 13th, 2021 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into and effective as of, October 6, 2021 (the "Effective Date"), by and between Salinas Diversified Ventures, Inc., a California corporation (the "Company"), 633 5th Avenue, Ste. 2826, Los Angeles, CA 90071, and Lori Livacich, an individual residing at 20420 Spence Road, Salinas, CA 93908 ("Executive"), with reference to the following facts:
FORM OF LEAK OUT AGREEMENTForm Of • July 1st, 2021 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • Nevada
This LEAK-OUT AGREEMENT (the “Agreement”) is made as of June 29, 2021 (the “Effective Date”) by and between Marijuana Company of America, Inc. a Utah corporation, (the “Company”), and the undersigned holder of common stock (the “Stockholder”) of the Company.
EXHIBIT 10.6 January 19, 2000 KNIGHTRIDER INVESTMENTS LIMITED, hereby agrees to LOAN Converge Global, Inc., $200,000 (two hundred thousand USD) for a period of one year starting on April 15, 2000. The annual interest on the loan will be 8% to be paid...Converge Global Inc/Ca • January 21st, 2000 • Services-business services, nec
KNIGHTRIDER INVESTMENTS LIMITED, hereby agrees to LOAN Converge Global, Inc., $200,000 (two hundred thousand USD) for a period of one year starting on April 15, 2000. The annual interest on the loan will be 8% to be paid annually. In the event that the note is not paid back by April 15, 2001, it will convert into an equity position at a 30% discount to the previous days closing bid on Converge Global.
JOINT VENTURE AGREEMENT PREAMBLEJoint Venture Agreement • May 23rd, 2017 • Marijuana Co of America, Inc. • Services-business services, nec • Washington
This Joint Venture Agreement ("Agreement"), dated and effective as of March 16, 2017, (the "Effective Date"), is by and between Marijuana Company of America, Inc., a corporation organized and operating in good standing under the laws of the State of Utah, with a business address of 5256 South Mission Road, 703, #314, Bonsall, CA 92003; (“MCOA"); and, Bougainville Ventures, Inc., a corporation organized and operating under the laws of Canada, with a business address of 204 - 2383 King George Blvd Surrey BC V4A 5A4 Canada ("BV"). Each of the foregoing may be individually referred to as a “Party,” or collectively as the “Parties.”
FORM OF EARNOUT AGREEMENTEarnout Agreement • July 1st, 2021 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • Nevada
This EARNOUT AGREEMENT (this “Agreement”) is entered into this 28th day of June, 2021, by and between Beach Labs, Inc. (“Beach Labs”) and Marijuana Company of America, Inc. (the “Company,” and together with Beach Labs, the “Parties”). The Parties are entering into this Agreement in connection with Beach Labs’s sale of cDistro, Inc. (cDistro”) to the Company, pursuant to an Agreement and Plan of Merger dated as of June 28, 2021, by and among cDistro, Beach Labs and the Company (the “Merger Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Merger Agreement.
JOINT VENTURE AGREEMENTJoint Venture Agreement • April 17th, 2018 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products
This Joint Venture Agreement ("Agreement"), dated and effective as of August 31, 2017, (the "Effective Date"), is by and between Marijuana Company of America, Inc., a corporation organized and operating in good standing under the laws of the State of Utah, with a business address of 1340 West Valley Parkway Suite #205, Escondido, CA 92029 (“MCOA"), and Global Hemp Group, Inc., a corporation organized and operating under the laws of Canada, with a business address of Suite #106 – 1169 Mt. Seymour Road, North Vancouver, BC, V7H 2Y4 (“GHG”). Each of the foregoing may be individually referred to as a “Party,” or collectively as the “Parties.”
FORM OF LETTER AGREEMENT Marijuana Company of America, Inc. Los Angeles, California 90071Form of Letter Agreement • December 1st, 2021 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products
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”).
INTEREST OPTION AGREEMENTInterest Option Agreement • November 27th, 2017 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • Utah
This Option Agreement to purchase an interest in Conveniant Hemp Mart, LLC (“Option Agreement”) certifies that, for value received, Marijuana Company of America, Inc., or its assigns (“Grantee”) is entitled to exercise an option to purchase from Conveniant Hemp Mart, LLC., a Wyoming Limited Liability Company (“Company”), an interest equal to twenty-five percent (25%) of the total interests available for sale on the terms and subject to the conditions set forth below and in the Company’s Operating Agreement and other offering documents.
