Exhibit 10.3


 


 





SUBSCRIPTION AGREEMENT


 


This subscription agreement (this "Subscription Agreement")
is dated


August 6, 2020, by and between the investor identified on the signature


page hereto ("Investor") and Cannabis Global, Inc., a
Nevada


corporation (the "Company"), whereby the parties agree
as follows:


 


1. Subscription.


 


(a) Investor agrees to buy, and the Company agrees to sell and
issue to


Investor, the number of shares of the Company's common stock, par
value


$0.0001 per share (the "Common Stock"), set forth on
the signature page


hereto (such shares of Common Stock, the "Shares''), at a
price of


$0.10125 per Share, for an aggregate purchase price as set forth
on the


signature page hereto (the "Purchase Price").


 


(b) At Closing (defined below), the Company shall deliver 150,000


registered shares of its Common Stock as an inducement to the Investor


("Inducement Shares'').


 


(c) The Shares have been registered on the Company's registration


statement on Form S-1 (File No. 333-238974) (the "Registration


Statement'), which has been declared effective by the Securities
and


Exchange Commission (the "Commission"), has remained
effective since


such date and is effective on the date hereof. The Shares are being


issued in connection with an offering (the "Offering")
to be described


in a prospectus supplement, dated (the "Prospectus Supplement'),
to the


base prospectus included in the Registration Statement, dated June
5,


2020 (the "Base Prospectus," and together with the Prospectus


Supplement, the "Prospectus"'), which will be delivered
to the Investor


in accordance with Rule 172 under the Securities Act of 1933, as


amended (the "Securities Act'). (d) On or before the first
business day


after the execution hereof (the "Closing Date"), in accordance
with


Rule 15c6-1 promulgated under the Securities Exchange Act of 1934,
as


amended (the "Exchange Act"), Investor will provide the
Purchase Price


by delivery of immediately available funds to the account designated
in


writing by the Company and the Company shall cause the Shares to
be


delivered to Investor (the "Closing"). The transfer of
the Shares to


the Investor shall be made through the facilities of The Depository


Trust Company's DWAC system in accordance with the instructions
set


forth on the signature page attached hereto under the heading "DWAC


Instructions."


 






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2. Company Representations and Warranties. The Company confirms
that


neither it nor any other person acting on its behalf has provided


Investor or their agents or counsel with any information that


constitutes or could reasonably be expected to constitute material,


nonpublic information, except as will be disclosed in the Prospectus


and the Company's press release and Form 8-K filed with the Commission


in connection with the Offering. The Company understands and confirms


that Investor will rely on the foregoing in effecting transactions
in


securities of the Company. In addition to and without limiting
the


foregoing, the Company represents and warrants that: (a) it has
full


right, power and authority to enter into this Subscription Agreement


and to perform all of its obligations hereunder; (b) this Subscription


Agreement has been duly authorized and executed by the Company
and


constitutes a valid and binding agreement of the Company enforceable
in


accordance with its terms, except as such enforceability may be
limited


by bankruptcy, insolvency, reorganization, moratorium or similar
laws


affecting the rights and remedies of creditors generally; (c) the


execution and delivery of this Subscription Agreement and the


consummation of the transactions contemplated hereby do not conflict


with or result ina breach of (i) the Company's articles of


incorporation or by-laws, or (ii) any agreement or any law or


regulation to which the Company is a party or by which any of its


property or assets is bound; (d) the Shares have been duly authorized


for sale and issuance, and when issued and delivered, will be validly


issued, fully paid and nonassessable; (e) the Registration Statement


and any post- effective amendment thereto filed prior to the date


hereof pursuant to the Securities Act, at the time it became effective,


did not contain any untrue statement of a material fact or omit
to


state a material fact required to be stated therein or necessary
to


make the statements therein not misleading; (f) the Base Prospectus,


including information incorporated by reference therein (except
to the


extent modified or superseded by a later filed document), as of
their


respective dates and as of the date hereof, did not contain, and
the


Prospectus, including information incorporated by reference therein


(except to the extent modified or superseded by a later filed


document),as of their respective dates and as of the Closing Date,
will


not contain, any untrue statement of a material fact or omit to
state a


material fact necessary in order to make the statements therein,
in


light of the circumstances under which they were made, not misleading;


and (g) all preemptive rights or rights of first refusal held by


stockholders of the Company and applicable to the transactions


contemplated hereby, if any, have been duly satisfied or waived
in


accordance with the terms of the agreements between the Company
and


such stockholders conferring such rights.


 






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Investor Representations, Warranties and Acknowledgments. Investor


represents and warrants that: (a) it has full right, power and


authority to enter into this Subscription Agreement and to perform
all


of its obligations hereunder; (b) this Subscription Agreement has
been


duly authorized and executed by and constitutes a valid and binding


agreement of Investor enforceable in accordance with its terms,
except


as such enforceability may be limited by bankruptcy, insolvency,


reorganization, moratorium or similar laws affecting the rights
and


remedies of creditors generally; (c) the execution and delivery
of this


Subscription Agreement and the consummation of the transactions


contemplated hereby do not conflict with or result in a breach
of (i)


Investor's certificate of incorporation or by-laws (or other similar


governing documents), or (ii) any material agreement or any law
or


regulation to which Investor is a party or by which any of its
property


or assets is bound; and (d) prior to the execution hereof, Investor
has


had full access to and relied only upon (i) the Base Prospectus,


including information incorporated by reference therein (except
to the


extent modified or superseded by a later filed document), and (iii)
the


pricing information communicated orally by the Company. Investor
has


not relied on any other information from the Company's officers,


directors or agents, and confirms that none of such persons has
made


any representations or warranties to Investor or its agents in


connection with the Offering or the Company.


 


Company Covenants. If this Subscription Agreement is executed by
the


parties hereto outside the regular trading hours of the financial


markets in New York City, the Company and Investor agree that the


Company shall, prior to the next opening of the financial markets
in


New York City, issue a press release announcing the Offering and


disclosing all material information regarding the Offering, if


reasonably feasible. If this Subscription Agreement is executed
by the


parties hereto during the regular trading hours of the financial


markets in New York City, such press release shall be issued prior
to


the close of the financial markets on the date hereof, if reasonably


feasible.


 






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Conditions to the Company's Obligations. The Company's obligation
to


issue and sell the Shares to Investor shall be subject to: (a)
the


receipt by the Company of the Purchase Price for the Shares being


purchased hereunder as set forth on the signature page hereto and
(b)


the accuracy in all material respects of the representations and


warranties made by Investor and the fulfillment of those undertakings


of Investor to be fulfilled prior to the Closing Date.


 


Conditions to Investor's Obligations. Investor's obligation to
purchase


the Shares will be subject to the accuracy in all material respects
of


the representations and warranties made by the Company and the


fulfillment of those undertakings of the Company to be fulfilled
prior


to the Closing Date. Miscellaneous.


 


(a) The Company has the right to reject this subscription, in whole
or


in part, for any reason and at any time prior to the Closing. In
the


event of the rejection of this subscription, the Purchase Price
will be


returned to Investor within 24 business hours without interest
or


deduction and this Subscription Agreement shall have no force or


effect. The Shares subscribed for herein will not be deemed issued
to


or owned by Investor until one copy of this Subscription Agreement
has


been executed by the Investor and countersigned by the Company
and the


Closing with respect to the Investor's subscription has occurred.


 


(b) Except as otherwise provided herein, this Subscription Agreement


constitutes the entire understanding and agreement between the
parties


with respect to its subject matter and there are no agreements
or


understandings with respect to the subject matter hereof which
are not


contained in this Subscription Agreement. This Subscription Agreement


may be modified only in writing signed by the parties hereto.


 


(c) This Subscription Agreement may be executed in any number of


counterparts, all of which taken together shall constitute one
and the


same instrument and shall become effective when counterparts have
been


signed by each party and delivered to the other parties hereto,
it


being understood that all parties need not sign the same counterpart.


Execution may be made by delivery by facsimile or PDF.


 






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(d) The provisions of this Subscription Agreement are severable
and, in


the event that any court or officials of any regulatory agency
of


competent jurisdiction shall determine that any one or more of
the


provisions or part of the provisions contained in this Subscription


Agreement shall, for any reason, be held to be invalid, illegal
or


unenforceable in any respect, such invalidity, illegality or


unenforceability shall not affect any other provision or part of
a


provision of this Subscription Agreement and this Subscription


Agreement shall be reformed and construed as if such invalid or
illegal


or unenforceable provision, or part of such provision, had never
been


contained herein, so that such provisions would be valid, legal
and


enforceable to the maximum extent possible, so long as such


construction does not materially adversely effect the economic
rights


of either party hereto.


 


(e) All communications hereunder shall be in writing and shall
be


mailed, hand delivered, sent by a recognized overnight courier
service


such as Federal Express, or sent via facsimile or electronic mail,
to


the party to whom it is addressed at the following addresses or
such


other address as such party may advise the other in writing:


 


To the Company: as set forth on the signature page hereto. To Investor:


as set forth on the signature page hereto.


 


All notices hereunder shall be effective upon receipt by the party
to


which it is addressed. (f) This Agreement shall be governed by
and


interpreted in accordance with the laws of the State of New York
for


contracts to be wholly performed in such state and without giving


effect to the principles thereof regarding the conflict of laws.
To the


extent determined by such court, the prevailing party shall reimburse


the other party for any reasonable legal fees and disbursements


incurred in enforcement of, or protection of, any of its rights
under


this Agreement.


 


 






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If the foregoing correctly sets forth our agreement, please confirm


this by signing and returning to us the duplicate copy of this
letter.


 


COMPANY:


 


Cannabis Global, Inc.


 


By:


 


Name: Arman Tabatabaei Title: CEO


 


Address for Notice:


 


520 S Grand Ave #320, los Angeles ca 90071


 


Fax:


 


E-mail: arman@cannabisglobalinc.com Attn: Arman Tabatabaei


 


With a copy to:


 


Facsimile: E. mail: Attn:


 


The sale of the Shares is being made pursuant to a registration


statement under the Securities Act.


 



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INVESTOR:


 


GHS Investments, LLC (name)


 


—Mark Graber Mark Grober


 


(name of signatory, if Investor is an entity) Member (title of


signatory, if Investor is an entity)


 


Address for Notice: 420 Jericho Turnpike, Suite 102 Jericho, NY
11753


 


Fax: (212) 574-3326 E-mail: Mark@GHSCap.com


 


Attn: Mark Grober Number of Shares: 2,749,017 + 150,000 Inducement


Shares; Total of 2,899,017


 


Total Purchase Price: $278,337.89


 


Check one of the following:


 


as Deliver by DWAC: Vision Financial (Name of DTC Participant)
(DTC


Participant Number)


 


 


(Account Number) a Deliver by physical certificate.


 


[Signature Page to Subscription Agreement


 


 






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