X-10.1 7 ammj10q081716ex10_1.htm
AMENDED AND RESTATED INVESTMENT AGREEMENT
This INVESTMENT AGREEMENT (the ?Agreement?), dated as of August 4, 2016 (the ?Execution Date?), is entered into by and between American Cannabis Company, Inc. (the ?Company?), a Delaware corporation, with its principal executive offices at 5690 Logan St. Unit A, Denver, CO 80216, and Tangiers Global, LLC (the ?Investor?), a Wyoming limited liability company, with its principal executive offices at Caribe Plaza Office Building 6th Floor, Palmeras St. # 53, San Juan, PR 00901.
RECITALS:
WHEREAS, the parties desire to amend that certain Investment Agreement previously executed on June 23, 2016 and agree that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to Five Million Dollars ($5,000,000) (the ?Commitment Amount?) to purchase the Company?s common stock, par value of $.00001 per share (the ?Common Stock?);
WHEREAS, such investments will be made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the ?1933 Act?), Rule 506 of Regulation D promulgated by the SEC under the 1933 Act, and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or all of the investments in Common Stock to be made hereunder; and
WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement substantially in the form attached hereto as Exhibit A (the ?Registration Rights Agreement?) pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act, and the rules and regulations promulgated thereunder, and applicable state securities laws.
NOW THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and agreements set forth hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Investor hereby agree as follows:
SECTION I.
DEFINITIONS
For all purposes of and under this Agreement, the following terms shall have the respective meanings below, and such meanings shall be equally applicable to the singular and plural forms of such defined terms.
?1933 Act? shall have the meaning set forth in the recitals.
?1934 Act? shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the SEC thereunder, all as the same will then be in effect.
?Affiliate? shall have the meaning set forth in Section 5.7.
?Agreement? shall have the meaning set forth in the preamble.
?Articles of Incorporation? shall have the meaning set forth in Section 4.3.
?By-laws? shall have the meaning set forth in Section 4.3.
?Certificate? shall have the meaning set forth in Section 2.5.
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