Example ContractsClausesConditions to the Investor’s Obligation to Purchase Shares of Common Stock
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CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE SECURITIES. Notwithstanding anything to the contrary in this Agreement, the Investor may choose to reduce the Investment Amount under this Agreement if at Closing # the Registration Statement is not effective, # if the Common Stock has been suspended from trading on the Principal Market, # if there is an injunction issued and remaining in force or an action commenced by a governmental authority prohibiting the purchase or the issuance of the Securities or # if the Common Stock has traded below a Market Capitalization on Closing.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Shares and Warrant to be issued to the Investor at the Closing is subject to the fulfillment, to the Investor’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:

Purchase of Common Shares. Subject to the satisfaction (or waiver) of the conditions set forth in [Sections 6 and 7]7] below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) such aggregate number of Common Shares as is set forth opposite such Buyer’s name in column # on the Schedule of Buyers.

Purchase of Common Stock. The Corporation and its Affiliates may, but shall not be required to, purchase shares of Common Stock of the Corporation for purposes of satisfying the requirements of this option. The Corporation and its Affiliates shall have no obligation to retain and shall have the unlimited right to sell or otherwise deal with for their own account, any shares of Common Stock of the Corporation purchased for satisfying the requirements of this option.

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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 (theShare 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 (thePurchase 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 (theCommon 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 (theExpiration Date”), 22,000,000 shares (theWarrant Shares”) of Company’s common stock, par value per share (theCommon 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 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 toshares of Common Stock at an Exercise Price of ​ per share of Common Stock (theSAR”), with no obligation on the part of the Participant to pay cash or other property in connection with the exercise of the SAR.

Company Warrants” means all warrants to purchase shares of Company Common Stock.

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 , 2,300,000 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.

CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE. The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

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The obligation of each Buyer hereunder to purchase its Common Shares, the Series A Warrants and the Series B Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:

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