FORM OF OBSERVATION RIGHTS LETTER Marijuana Company of America, Inc.Observation Rights Letter • July 1st, 2021 • Marijuana Co of America, Inc. • 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, 2021Merger Agreement • July 1st, 2021 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • Nevada
FORM OF LEAK OUT AGREEMENTLeak-Out Agreement • 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.
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.
FORM OF COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 1st, 2021 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • Nevada
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.
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • July 1st, 2021 • Marijuana Co of America, Inc. • Medicinal chemicals & botanical products • Nevada
This Employment Agreement (the “Agreement”) entered into between Ronald P. Russo, Jr. (“Executive”), and cDistro, Inc. (the “Company”), will be effective upon execution by both parties.
