Issuance. For good and valuable consideration as set forth in the Purchase Agreement (as defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by Marijuana Company of America, Inc., a Utah corporation (“Company”); St. George Investments LLC, a Utah limited liability company, its successors and/or registered assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “Expiration Date”), 22,000,000 shares (the “Warrant Shares”) of Company’s common stock, par value ​ per share (the “Common Stock”), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”).

Issuance. Each Issuer hereby agreesmay, in its sole discretion, on the terms and conditions set forth in this Agreement, to issue standby and documentary letters of credit denominated in Agreed Currencies (each a “Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify Letters of Credit (“Modify,” and each such action a “Modification”) from time to time from the Third RestatementSecond Amendment Effective Date to the Revolving Facility Termination Date upon the request of a Borrower; provided that immediately after any Letter of Credit is issued or Modified, # the Aggregate Outstanding Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitment, # the Outstanding Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, # the LC Exposure shall not exceed ​,000,50,000,000 and # the aggregate Multicurrency Revolving Loans, Swingline Exposure not denominated in Dollars and LC Exposure not denominated in Dollars shall not exceed ​. No Letter of Credit shall have an expiry date after the earlier of # five Business Days prior to the scheduled Revolving Facility Termination Date (unless such Letter of Credit is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance and from a financial institution acceptable to the applicable Issuer in its sole discretion) and # the date that is one year after the date of issuance thereof (provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods not to extend beyond the date five (5) Business Days prior to the scheduled Revolving Facility Termination Date) (or if such Letter of Credit is collateralized on terms satisfactory to the applicable Issuer with cash or a standby letter of credit in form and substance (and, if applicable, from a financial institution) acceptable to the applicable Issuer in its sole discretion, the date one year after such date) and # except to the extent otherwise agreed by either Issuer in its sole discretion and solely as to itself, at no time shall an Issuer be obligated to issue or extend any Letter of Credit if, after giving effect to such issuance or extension, the aggregate LC Exposure relative to Letters of Credit issued by such Issuer would exceed ​ (or if the maximum amount of LC Exposure permitted hereby shall be reduced to an amount less than ​, to 50% of such lesser amount). Notwithstanding anything herein to the contrary, no Issuer shall have any obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person # to fund any activity or business of or with any Designated Person, or in any country or territory that, at the time of such funding, is the subject of Sanctions in violation of such Sanctions or # in any manner that would result in a violation of any Sanctions by any party to this Agreement.

Issuance. The Shares to be issued and sold by the Company to the ​ hereunder, when such Shares are issued and delivered against payment therefor by the Rights Holders and the ​, as applicable, shall have been duly and validly authorized, issued and delivered and shall be fully paid and non-assessable, and free and clear of all Taxes, liens, preemptive rights, rights of first refusal, subscription and similar rights, other than any rights contained in the organizational or other governing documents of the Company or any shareholders agreement to which one or more of the ​ shall be a party.

Legality of Issuance; Restrictions on Transfer. No Vested Shares shall be issued unless and until the Company has determined that:

Issuance of Additional Units or Interests. Except as otherwise expressly provided in this Agreement, the Managing Member shall have the right to authorize and cause the Company to issue on such terms (including price) as may be determined by the Managing Member # subject to the limitations of [Section 4.1], additional Units or other Equity Securities in the Company (including creating preferred interests or other classes or series of securities having such rights, preferences and privileges as determined by the Managing Member), and # obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable for Units or other Equity Securities in the Company; provided that, at any time following the date hereof, in each case the Company shall not issue Equity Securities in the Company to any Person unless such Person shall have executed a counterpart to this Agreement and all other documents, agreements or instruments deemed necessary or desirable in the discretion of the Managing Member. In that event, the Company shall reflect such additional issuances in the Unit Register.

Adjustments for Issuance of Additional Securities. If the Company, at any time while this Warrant is outstanding, issue or sell any additional shares of Common Stock or Common Stock Equivalents (hereafter defined) (“Additional Shares of Common Stock”), in a transaction other than an Exempt Issuance, at a price per share less than the Exercise Price then in effect or without consideration (a “Dilutive Issuance” based on a “Dilutive Issuance Price”), then the # Exercise Price upon each such issuance shall be reduced to an amount equal to the greater of the Dilutive Issuance Price or ​ and # the number of Warrant Shares (excluding Warrant Shares previously exercised) shall be increased on a full ratchet basis to the number of shares of Common Stock determined by multiplying the Exercise Price then in effect immediately prior to such adjustment by the number of Warrant Shares (excluding Warrant Shares previously exercised) acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. By way of example, if E is the total number of Warrant Shares in effect immediately prior to such Dilutive Issuance, F is the Exercise Price in effect immediately prior to such Dilutive Issuance, and G is the Dilutive Issuance Price, the adjustment to the. [number of Warrant Shares can be expressed in the following formula: Total number of Warrant Shares after such Dilutive Issuance = the quotient obtained from dividing [E x F] by G.

Restrictions. Until the expiration of the Restriction Period or the lapse of restrictions in the manner provided in [Section 5] of this Agreement, Restricted Stock Units will be subject to the following restrictions:

Restrictions. All Restricted Shares issued under this Plan will be subject to such restrictions as the Committee may determine, which may include, without limitation, the following:

Restrictions. The Holder acknowledges that the Option Shares acquired upon the exercise of this Option, if not registered, will have restrictions upon resale imposed by state and federal securities laws.

Restrictions. Subject to any exceptions set forth in this Award or the Plan, during the Restricted Period, the Restricted Stock or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock or the rights relating thereto during the Restricted Period shall be wholly ineffective and, if any such attempt is made, the Restricted Stock will be forfeited by the Grantee and all of the Grantee’s rights to such shares shall immediately terminate without any payment or consideration by the Company.