Request for Issuance. The Borrowers shall give the Agent two (2) Business Days’ prior written notice of the Borrowers’ request for the issuance of a Letter of Credit. Such notice shall be irrevocable and shall specify the original face amount of the Letter of Credit requested, the effective date (which date shall be a Business Day) of issuance of such requested Letter of Credit, whether such Letter of Credit may be drawn in a single or in partial draws, the date on which such requested Letter of Credit is to expire (which date shall be a Business Day), the purpose for which such Letter of Credit is to be issued, and the beneficiary of the requested Letter of Credit. The Borrower shall attach to such notice the proposed form of the Letter of Credit that the Agent is requested to cause to be issued.

Each Letter of Credit issued after the date hereof shall be issued upon notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the proposed issuance of such Letter of Credit (or such shorter period of time as may be acceptable to the applicable Issuing Bank), by the Company to an Issuing Bank and to the [[Person A:Person]]ch shall give to each Lender prompt notice thereof by telex, telecopier/fax, cable or electronic mail. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telex, telecopier/fax, cable or electronic mail, confirmed immediately in writing, specifying therein the requested # date of such issuance (which shall be a Business Day), # Available Amount of such Letter of Credit, including Currency thereof, # expiration date of such Letter of Credit, # name and address of the beneficiary of such Letter of Credit and # form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit (each such application and agreement, and each application and agreement executed and delivered in respect of a Starwood Letter of Credit, being herein called a “Letter of Credit Agreement”) as the relevant Issuing Bank may specify to the Company for use in connection with such requested Letter of Credit.

Conflict with Letter of Credit Issuance Request. Notwithstanding anything else to the contrary in this Agreement or any Letter of Credit Issuance Request, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Issuance Request, the terms hereof shall control.

Extension Request. The ​ shall provide the applicable Extension Request at least ten (10) Business Days (or such shorter period as may be agreed by the [[Administrative Agent:Organization]]) prior to the date on which Lenders under the Existing Revolver Tranche are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the [[Administrative Agent:Organization]], in each case acting reasonably, to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree to provide any Extended Revolving Credit Commitment pursuant to any Extension Request. Any Revolving Credit Lender (each, an “Extending Revolving Credit Lender”) wishing to have all or a portion of its Revolving Credit Commitments under the Existing Revolver Tranche subject to such Extension Request amended into Extended Revolving Credit Commitments shall notify the [[Administrative Agent:Organization]] (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Revolving Credit Commitments under the Existing Revolver Tranche which it has elected to request be amended into Extended Revolving Credit Commitments (subject to any minimum denomination requirements imposed by the [[Administrative Agent:Organization]]). In the event that the aggregate principal amount of Revolving Credit Commitments under the Existing Revolver Tranche in respect of which applicable Revolving Credit Lenders shall have accepted the relevant Extension Request exceeds the amount of Extended Revolving Credit Commitments requested to be extended pursuant to the Extension Request, Revolving Credit Commitments subject to Extension Elections shall be amended to reflect allocations of the Extended Revolving Credit Commitments, which Extended Revolving Credit Commitments shall be allocated as agreed by [[Administrative Agent:Organization]] and the ​.

Transaction Request. [[Organization C:Organization]] shall have delivered to [[Organization B:Organization]] a Mortgage Loan Schedule with respect to all Mortgage Loans subject to the requested Transaction pursuant to the timeframes set forth in [Section 3(c)] of this Agreement.

Advance Request. ​ shall submit an Advance Request in accordance with [Section 2.17(d)], provided that in no event shall ​ submit an Advance Request more than once in any thirty (30) day period (and, for the avoidance of doubt, each Advance Request shall contain a request for all items requested by ​ for such thirty (30) day period).

Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing [[Organization A:Organization]] may reasonably require (so long as such terms and conditions do not impose any financial obligation on or require any Lien (not otherwise contemplated by this Credit Agreement) to be given by any Credit Party or conflict with any obligation of, or detract from any action which may be taken by, any Borrower or its Subsidiaries under this Credit Agreement), each Issuing [[Organization A:Organization]] severally agrees, in reliance upon the agreements of the other Revolving Loan Lenders set forth in this Section 2.3, from time to time upon request to issue (from the Effective Date to the Revolving Loan Maturity Date and in a form reasonably acceptable to the Issuing [[Organization A:Organization]]), in Dollars, and the LOC Participants shall participate in, Letters of Credit for the account of the Borrowers or any of their Subsidiaries; provided, however, that # the aggregate amount of all outstanding Letters of Credit issued by an Issuing [[Organization A:Organization]] plus the aggregate amount of all unreimbursed drawings owing to an Issuing [[Organization A:Organization]] shall not exceed its LOC Commitment at such time, # the aggregate amount of LOC Obligations shall not at any time exceed the Total LOC Committed Amount, # the sum of the aggregate amount of LOC Obligations outstanding plus Revolving Loans outstanding shall not exceed the Revolving Committed Amount and # with respect to each individual LOC Participant, such LOC Participant’s pro rata share of Revolving Credit Obligations shall not exceed such LOC Participant’s Revolving Credit Commitment. The Issuing [[Organization A:Organization]] may require the issuance and expiry date of each Letter of Credit to be a Business Day. Each Letter of Credit shall be a standby letter of credit issued to support the obligations (including pension or insurance obligations), contingent or otherwise, of a Borrower or any of its Subsidiaries. Except as otherwise expressly agreed upon by all the LOC Participants, no Letter of Credit shall have an original expiry date more than one year from the date of issuance or shall have an expiry date that is less than 30 days prior to the Revolving Loan Maturity Date. Each Letter of Credit shall comply with the related LOC Documents. Each Letter of Credit shall be deemed to remain outstanding until it has expired or the original documents evidencing such Letter of Credit have been returned to the Issuing [[Organization A:Organization]]. Notwithstanding the foregoing or any other provision of this Section 2.3(a), if requested by the Borrowers, the Issuing [[Organization A:Organization]] shall issue a Letter of Credit with an expiration date that is up to one (1) year after the Revolving Loan Maturity Date, provided that no later than thirty (30) days prior to the Revolving Loan Maturity Date, the Borrowers provide a cash deposit in the full amount available to be drawn under all Letters of Credit with expiration dates after the Revolving Loan

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”).

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 $50,000,000,50,000,000 and # the aggregate Multicurrency Revolving Loans, Swingline Exposure not denominated in Dollars and LC Exposure not denominated in Dollars shall not exceed $100,000,000. 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 $25,000,000 (or if the maximum amount of LC Exposure permitted hereby shall be reduced to an amount less than $50,000,000, 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.