Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent # pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or # directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.

Changes in Capital Stock. In the event of a stock split, stock dividend or distribution, or any change in the Company’s capital stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the terms “Owned Shares” and “Covered Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

Effect on Capital Stock. As of the Effective Time of the Acquisition, by virtue of the Acquisition and without any action on the part of the holders of shares:

Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent

Acquisition of Capital Stock. The Purchaser will acquire 346,668 shares of capital stock of the Company issued and owned by ​ (“Shares”) in exchange for shares of the Purchaser’s common stock, par value ​ per share (the “Common Stock”), which, in the aggregate, will equal 537,439 shares of Common Stock, of Purchaser (the “Purchase Price”). ​ represents and warrants that the Shares constitute all of the Shares beneficially owned by ​. The shares of Common Stock to be issued to ​ shall be issued with a restrictive legend prohibiting their transfer except in compliance with applicable federal and state securities laws, including the Securities Act of 1933.

MCig is authorized to issue up to 560,000,000 shares of Common Stock at ​ par value; 23,000,000 Series A Preferred Stock at ​ par value. At the time of closing, there will be 12,750,000 Series A Preferred Issued and Outstanding, and 3398,094,258 common shares issued and outstanding. See “Description of Capital” and “Principal Shareholders.”

The authorized capital stock of the Company as of the date of this Agreement is as set forth on [Schedule 2.3(a)] of the Company Schedules. [Schedule 2.3(a)] of the Company Schedules sets forth the issued and outstanding Company Common Stock, Company Preferred Stock, Company Warrants, and Company Stock

Adjustments in Authorized Plan Shares and Outstanding Awards. In the event of any merger, reorganization, consolidation, recapitalization, separation, split-up, liquidation, Share combination, Stock split, Stock dividend, or other change in the corporate structure of the Company affecting the Shares, an adjustment shall be made in the number and class of Shares which may be delivered under the Plan (including but not limited to individual limits), and in the number and class of and/or price of Shares subject to outstanding Awards granted under the Plan, and/or the number of outstanding Options, Shares of Restricted Stock, and Performance Shares (and Performance Units and other Awards whose value is based on a number of Shares) constituting outstanding Awards, as may be determined to be appropriate and equitable by the Disinterested Committee, in its sole discretion, to prevent dilution or enlargement of rights.

Capitalization. On the Effective Date, after giving effect to the Transaction, the authorized capital stock of Borrower consists of # 60,000,000 shares of common stock, par value ​ per share (“Borrower Common Stock”), and # 2,000,000 shares of preferred stock, par value ​ per share. All outstanding shares of the capital stock of Borrower have been duly and validly issued and are fully paid and non-assessable. Except as disclosed from time to time in Borrower’s filings with the Securities and Exchange Commission or as otherwise disclosed in writing to Lender, there are no outstanding purchase options, warrants, subscription rights, agreements to issue or sell, convertible interests, or phantom rights or share repurchase plans relating to the capital stock of Borrower.

Except as provided for under the Plan (as defined in the Registration Statement) or as Previously Disclosed or described in the Registration Statement, # there is no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Company that is authorized or outstanding, # the Company does not have any obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock or other equity securities any evidences of indebtedness or assets of the Company, # the Company does not have any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock (or other equity securities) or any interest therein or to pay any dividend or make any other distribution in respect thereof, and # there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company.