"Diluted Shares" means the outstanding common shares plus the number of shares of common stock into which any outstanding shares of preferred stock are convertible by the holder without payment or material conditions to conversion.

*Shares of our common stock, restricted stock units and options to purchase shares of our common stock described herein are granted to non-employee directors pursuant to and in accordance with the provisions of our 2003 Directors Stock Plan.

Purchase Price. Upon the terms and subject to the conditions set forth in this Agreement, the per share consideration to be paid by Buyer for the Purchased Shares (the “Share Purchase Price”) shall be 1 share of Parent Series A Convertible Preferred for each Purchased Share. In the aggregate, 6,328,948 shares of Parent Series A Convertible Preferred shall be issued for the Purchased Shares (the “Purchase Price”). Each share of Parent Series A Convertible Preferred shall # convert into 16 shares of common stock of the Parent, # possess full voting rights, on an as-converted basis, as the common stock of the Parent, and # have no dividend rate. The numbers in this Section 1.2 shall be subject to adjustment for any stock issuance, stock split, stock dividend, stock combination or other similar transactions, whether by the Parent or the Company.

Seller hereby irrevocably assigns, and transfers (“Transfer”) to the Purchaser and the Purchaser does hereby irrevocably acquire from the Seller, the Sale Shares of the Company, the purchase price being the allotment to the Seller some shares of Common Stock Shares of the Purchaser (the “Common Stock Shares”), all of the Common Stock Shares to be allotted to the

“Registrable Shares” means the shares of common stock of the Company issued or issuable to the Stockholder and all of the shareholders of the Company with the exception of any shares of any Officers and Directors (“Stockholders”) in accordance with the terms and conditions of the Share Purchase Agreement, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

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 $0.001 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”).

“Maximum Purchase Amount” in respect of each Purchase Notice means no greater than the lesser of (i) an amount of Common Shares equal to one hundred percent (100%) of the average daily trading volume of the Common Stock of [[Organization B:Organization]] during the five Trading Days immediately preceding such Purchase Notice, and (ii) 400,000 shares of Common Shares.

Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Participant a Stock Appreciation Right with respect to ​ shares of Common Stock at an Exercise Price of ​ per share of Common Stock (the “SAR”), with no obligation on the part of the Participant to pay cash or other property in connection with the exercise of the SAR.

Purchase and Sale. Subject to the terms and conditions of this Agreement, the ​ agrees to purchase from AVRS, and AVRS agrees to sell to the ​, 750,000 shares of the common stock of AVRS, referred to as the “Shares”. This agreement does not apply to, and no referral fee shall be owed in connection with any proposed consultant agreements.

DISTRIBUTION OF COMMON SHARES . The Company will deliver to you a certificate or notice of book entry of the Settlement Shares issuable in accordance with the provisions of Section 3 as soon as practicable after the Measurement Date, but in any event no later than sixty (60) days after such date (the “ Settlement Date”).