Exhibit 10.2


 


 


 





REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated
as of August 07, 2020 (the "Execution Date"), is entered into by and between Cannabis Global, Inc., a Nevada corporation
with its principal executive office at 520 S Grand Ave #320, Los Angeles Ca 90071 (the "Company"), and GHS Investments
LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102 Jericho, NY 11753 (the "Investor").


 


RECITALS:


 


WHEREAS, pursuant to the Equity Financing Agreement entered into
by and between the Company and the Investor of even date (the "Equity Financing Agreement'), the Company has agreed to issue
and sell to the Investor an indeterminate number of shares of the Company's common stock, par value $0.0001 per share (the "Common
Stock"), up to an aggregate purchase price of Five Million Dollars ($5,000,000);


 


WHEREAS, as an inducement to the Investor to execute and deliver
the Equity Financing Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933,
as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "1933 Act"),
and applicable state securities laws, with respect to the shares of Common Stock issuable pursuant to the Equity Financing Agreement.


 


NOW THEREFORE, in consideration of the foregoing promises and the
mutual covenants contained hereinafter and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Investor hereby agree as follows:


 


SECTION I DEFINITIONS


 


As used in this Agreement, the following terms shall have the following
meanings: "Execution Date" shall have the meaning set forth in the preambles. "Investor" shall have the meaning
set forth in the preambles.


 


"Person" means a corporation, a limited liability company,
an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a
governmental agency.


 


"Register," "Registered," and "Registration"
refer to the Registration effected by preparing and filing one (1) or more Registration Statements in compliance with the 1933
Act and pursuant to Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous basis ("Rule
415"), and the declaration or ordering of effectiveness of such Registration Statement(s) by the United States Securities
and Exchange Commission (the "SEC").


 






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"Registrable Securities" means (i) the shares of Common
Stock issued or issuable pursuant to the Equity Financing Agreement, and (ii) any shares of capital stock issued or issuable with
respect to such shares of Common Stock, if any, as a result of any stock split, stock dividend, recapitalization, exchange or similar
event or otherwise, which have not been (x) included in the Registration Statement that has been declared effective by the SEC,
or (y) sold under circumstances meeting all of the applicable conditions of Rule 144 (or any similar provision then in force) under
the 1933 Act. "Registration Statement" means the registration statement of the Company filed under the 1933 Act covering
the Registrable Securities.


 


"Registered Offering Transaction Documents" shall mean
this Agreement and the Equity Financing Agreement between the Company and the Investor as of the date hereof.


 


All capitalized terms used in this Agreement and not otherwise defined
herein shall have the same meaning ascribed to them as in the Equity Financing Agreement.


 


SECTION II REGISTRATION


 


1. The Company shall, within thirty (30) calendar days upon the date
of execution of this Agreement, use its best efforts to file with the SEC a Registration Statement or Registration Statements (as
is necessary) on Form S-1 (or, if such form is unavailable for such a registration, on such other form as is available for such
registration), covering the resale of all of the Registrable Securities, which Registration Statement(s) shall state that, in accordance
with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares
of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially
register for resale all of the Registrable Securities which would be issuable on the date preceding the filing of the Registration
Statement based on the closing bid price of the Company's Common Stock on such date and the amount reasonably calculated that represents
Common Stock issuable to other parties as set forth in the Equity Financing Agreement except to the extent that the SEC requires
the share amount to be reduced as a condition of effectiveness.


 






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2. The Company shall use all commercially reasonable efforts to have
the Registration Statement(s) declared effective by the SEC within thirty (30) calendar days, but no more than ninety (90) calendar
days after the Company has filed the Registration Statement.


 


3. The Company agrees not to include any other securities in the
Registration Statement covering the Registrable Securities without Investor's prior written consent which Investor may withhold
in its sole discretion. Furthermore, the Company agrees that it will not file any other Registration Statement for other securities,
until thirty calendar days after the Registration Statement for the Registrable Securities is declared effective by the SEC.


 


4. Notwithstanding the registration obligations set forth in Section
2.1, if the staff of the SEC (the "Staff'") or the SEC informs the Company that all of the unregistered Registrable Securities
cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single Registration Statement,
the Company agrees to promptly (i) inform the Investor and use its commercially reasonable efforts to file amendments to the Registration
Statement as required by the SEC and/or (ii) withdraw the Registration Statement and file a new registration statement (the "New
Registration Statement"), in cither case covering the maximum number of Registrable Securities permitted to be registered
by the SEC, on Form S-1 to register for resale the Registrable Securities as a secondary offering. If the Company amends the Registration
Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its
commercially reasonable efforts to file with the SEC, as promptly as allowed by the Staff or SEC, one or more registration statements
on Form S-1 to register for resale those Registrable Securities that were not registered for resale on the Registration Statement,
as amended, or the New Registration Statement (each, an "Additional Registration Statement').


 


SECTION III RELATED OBLIGATIONS At such time as the Company is obligated
to prepare and file the Registration Statement with the SEC pursuant to Section 2.1, the Company will affect the registration of
the Registrable Securities in accordance with the intended method of disposition thereof and, with respect thereto, the Company
shall have the following obligations:


 






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1. The Company shall use all commercially reasonable efforts to cause
such Registration Statement relating to the Registrable Securities to become effective and shall keep such Registration Statement
effective until the earlier to occur of the date on which (A) the Investor shall have sold all the Registrable Securities; or (B)
the Investor has no right to acquire any additional shares of Common Stock under the Equity Financing Agreement (the "Registration
Period"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein)
shall 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, in light of the circumstances in which they were made, not misleading. The Company shall use all
commercially reasonable efforts to respond to all SEC comments within ten (10) business days from receipt of such comments by the
Company. The Company shall use all commercially reasonable efforts to cause the Registration Statement relating to the Registrable
Securities to become effective no later than three (3) business days after notice from the SEC that the Registration Statement
may be declared effective. The Investor agrees to provide all information which is required by law to provide to the Company, including
the intended method of disposition of the Registrable Securities, and the Company's obligations set forth above shall be conditioned
on the receipt of such information.


 


2. The Company shall prepare and file with the SEC such amendments
(including post- effective amendments) and supplements to the Registration Statement and the prospectus used in connection with
such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary
to keep such Registration Statement effective during the Registration Period, and, during such period, comply with the provisions
of the 1933 Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement
until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition
by the Investor thereof as set forth in such Registration Statement. In the event the number of shares of Common Stock covered
by the Registration Statement filed pursuant to this Agreement is at any time insufficient to cover all of the Registrable Securities,
the Company shall amend such Registration Statement, or file a new Registration Statement (on the short form available therefor,
if applicable), or both, so as to cover all of the Registrable Securities, in each case, as soon as practicable, but in any event
within thirty (30) calendar days after the necessity therefor arises (based on the then Purchase Price of the Common Stock and
other relevant factors on which the Company reasonably elects to rely), assuming the Company has sufficient authorized shares at
that time, and if it does not, within thirty (30) calendar days after such shares are authorized. The Company shall use commercially
reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following
the filing thereof.


 






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3. The Company shall make available to the Investor and its legal
counsel without charge (1) promptly after the same is prepared and filed with the SEC at least one (1) copy of such Registration
Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference
and all exhibits, the prospectus included in such Registration Statement (including each preliminary prospectus) and, with regards
to such Registration Statement(s), any correspondence by or on behalf of the Company to the SEC or the staff of the SEC and any
correspondence from the SEC or the staff of the SEC to the Company or its representatives; (ii) upon the effectiveness of any Registration
Statement, the Company shall make available copies of the prospectus, via EDGAR, included in such Registration Statement and all
amendments and supplements thereto; and (iii) such other documents, including copies of any preliminary or final prospectus, as
the Investor may reasonably request from time to time to facilitate the disposition of the Registrable Securities.


 


4. The Company shall use commercially reasonable efforts to (i) register
and qualify the Registrable Securities covered by the Registration Statement under such other securities or "blue sky"
laws of such states in the United States as the Investor reasonably requests; (11) prepare and file in those jurisdictions, such
amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Registration Period; (iii) take such other actions as may be necessary to maintain
such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company
shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3.4, or (y) subject itself to general taxation in any such jurisdiction.
The Company shall promptly notify the Investor of the receipt by the Company of any notification with respect to the suspension
of the registration or qualification of any of the Registrable Securities for sale under the securities or "blue sky"
laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding
for such purpose.


 






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5. As promptly as practicable after becoming aware of such event,
the Company shall notify Investor in writing of the happening of any event as a result of which the prospectus included in the
Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading ("Registration Default") and use all diligent efforts to promptly prepare a supplement or amendment
to such Registration Statement and take any other necessary steps to cure the Registration Default (which, if such Registration
Statement is on Form S-3, may consist of a document to be filed by the Company with the SEC pursuant to Section 13(a), 13(c), 14
or 15(d) of the 1934 Act (as defined below) and to be incorporated by reference in the prospectus) to correct such untrue statement
or omission, and make available copies of such supplement or amendment to the Investor. The Company shall also promptly notify
the Investor (1) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when the Registration
Statement or any post-effective amendment has become effective (the Company will prepare notification of such effectiveness which
shall be delivered to the Investor on the same day of such effectiveness and by overnight mail), additionally, the Company will
promptly provide to the Investor, a copy of the effectiveness order prepared by the SEC once it is received by the Company; (ii)
of any request by the SEC for amendments or supplements to the Registration Statement or related prospectus or related information,
(iii) of the Company's reasonable determination that a post- effective amendment to the Registration Statement would be appropriate,
(iv) in the event the Registration Statement is no longer effective, or (v) if the Registration Statement is stale as a result
of the Company's failure to timely file its financials or otherwise


 


6. The Company shall use all commercially reasonable efforts to prevent
the issuance of any stop order or other suspension of effectiveness of the Registration Statement, or the suspension of the qualification
of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the
withdrawal of such order or suspension at the earliest possible moment and to notify the Investor holding Registrable Securities
being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat
of any proceeding concerning the effectiveness of the registration statement.


 






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7. The Company shall permit the Investor and one (1) legal counsel,
designated by the Investor, to review and comment upon the Registration Statement and all amendments and supplements thereto at
least one (1) calendar day prior to their filing with the SEC. However, any postponement of a filing of a Registration Statement
or any postponement of a request for acceleration or any postponement of the effective date or effectiveness of a Registration
Statement by written request of the Investor (collectively, the "Investor's Delay') shall not act to trigger any penalty of
any kind, or any cash amount due or any in-kind amount due the Investor from the Company under any and all agreements of any nature
or kind between the Company and the Investor. The event(s) of an Investor's Delay shall act to suspend all obligations of any kind
or nature of the Company under any and all agreements of any nature or kind between the Company and the Investor.


 


8. At the request of the Investor, the Company's counsel shall furnish
to the Investor, within two (2) business days, an opinion letter confirming the effectiveness of the registration statement. Such
opinion letter shall be issued as of the date of the effectiveness of the registration statement, in a form suitable to the Investor.


 


9. The Company shall hold in confidence and not make any disclosure
of information concerning the Investor unless (i) disclosure of such information is necessary to comply with federal or state securities
laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement,
or (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or
governmental body of competent jurisdiction. The Company agrees that it shall, upon learning that disclosure of such information
concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give
prompt written notice to the Investor and allow the Investor, at the Investor's expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order covering such information.


 


10. The Company shall use all commercially reasonable efforts to
maintain designation and quotation of all the Registrable Securities covered by any Registration Statement on the Principal Market.
If, despite the Company's commercially reasonable efforts, the Company is unsuccessful in satisfying the preceding sentence, it
shall use commercially reasonable efforts to cause all the Registrable Securities covered by any Registration Statement to be listed
on each other national securities exchange and automated quotation system, if any, on which securities of the same class or series
issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules
of such exchange or system. The Company shall pay all fees and expenses in connection with satisfying its obligation under this
Section 3.10.


 


11. The Company shall cooperate with the Investor to facilitate the
prompt preparation and delivery of the Registrable Securities to be offered pursuant to the Registration Statement and enable such
Registrable Securities to be in such denominations or amounts, as the case may be, as the Investor may reasonably request.


 


12. The Company shall provide a transfer agent for all the Registrable
Securities not later than the effective date of the first Registration Statement filed pursuant hereto.


 






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13. If requested by the Investor, the Company shall (i) as soon as
reasonably practical incorporate in a prospectus supplement or post-effective amendment such information as the Investor reasonably
determines should be included therein relating to the sale and distribution of Registrable Securities, including, without limitation,
information with respect to the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings
of such prospectus supplement or post-effective amendment as soon as reasonably possible after being notified of the matters to
be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration
Statement if reasonably requested by the Investor.


 


14. The Company shall use all commercially reasonable efforts to
cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to facilitate the disposition of such Registrable Securities.


 


15. The Company shall otherwise use all commercially reasonable efforts
to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.


 


16. Within three (3) business day after the Registration Statement
is declared effective by the SEC, the Company shall deliver to the transfer agent for such Registrable Securities, with copies
to the Investor, confirmation that such Registration Statement has been declared effective by the


 


SEC.


 


17. The Company shall take all other reasonable actions necessary
to expedite and facilitate disposition by the Investor of Registrable Securities pursuant to the Registration Statement.


 


SECTION IV OBLIGATIONS OF THE INVESTOR


 


1. At least five (5) calendar days prior to the first anticipated
filing date of the Registration Statement, the Company shall notify the Investor in writing of the information the Company requires
from the Investor for the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete
the registration pursuant to this Agreement with respect to the Registrable Securities and the Investor agrees to furnish to the
Company that information regarding itself, the Registrable Securities and the intended method of disposition of the Registrable
Securities as shall reasonably be required to effect the registration of such Registrable Securities and the Investor shall execute
such documents in connection with such registration as the Company may reasonably request. The Investor covenants and agrees that,
in connection with any sale of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the "Plan
of Distribution" section of the then current prospectus relating to such Registration Statement.


 






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2. The Investor, by its acceptance of the Registrable Securities,
agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any
Registration Statement hereunder, unless the Investor has notified the Company in writing of an election to exclude all of the
Investor's Registrable Securities from such Registration Statement.


 


3. The Investor agrees that, upon receipt of written notice from
the Company of the happening of any event of the kind described in Section 3.6 or the first sentence of 3.5, the Investor will
immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable
Securities until the Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6 or
the first sentence of 3.5.


 


SECTION V EXPENSES OF REGISTRATION


 


All legal expenses, other than underwriting discounts and commissions
and other than as set forth in the Equity Financing Agreement, incurred in connection with registrations including comments, filings
or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees,
and printing fees shall be paid by the Company.


 






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SECTION VI INDEMNIFICATION


 


In the event any Registrable Securities are included in the Registration
Statement under this Agreement:


 


1. To the fullest extent permitted by law, the Company, under this
Agreement, will, and hereby does, indemnify, hold harmless and defend the Investor who holds Registrable Securities, the directors,
officers, partners, employees, counsel, agents, representatives of, and each Person, if any, who controls, any Investor within
the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified
Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees,
amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing
or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court
or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto ("Indemnified Damages'), to which any of them may become subject insofar as such Claims
(or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto
or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws
of any jurisdiction in which the Investor has requested in writing that the Company register or qualify the Shares ("Blue
Sky Filing"), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were
made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of
the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being,
collectively, "Violations"). Subject to the restrictions set forth in Section 6.3 the Company shall reimburse the Investor
and each such controlling person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees
or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything
to the contrary contained herein, the indemnification agreement contained in this Section 6.1: (i) shall not apply to a Claim arising
out of or based upon a Violation which is due to the inclusion in the Registration Statement of the information furnished to the
Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto; (ii) shall not be available to the extent such Claim is based on (a) a failure of the
Investor to deliver or to cause to be delivered the prospectus made available by the Company or (b) the Indemnified Person's use
of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus;
(iii) any claims based on the manner of sale of the Registrable Securities by the Investor or of the Investor's failure to register
as a dealer under applicable securities laws; (iv) any omission of the Investor to notify the Company of any material fact that
should be stated in the Registration Statement or prospectus relating to the Investor or the manner of sale; and (v) any amounts
paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent
shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by
or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Investor pursuant to the
Registration Statement.


2. In connection with any Registration Statement in which Investor
is participating, the Investor agrees to severally and jointly indemnify, hold harmless and defend, to the same extent and in the
same manner as is set forth in Section 6.1, the Company, each of its directors, each of its officers who signs the Registration
Statement, each Person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act and the Company's agents
(collectively and together with an Indemnified Person, an "Indemnified Party'), against any Claim or Indemnified Damages to
which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages
arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation is due to
the inclusion in the Registration Statement of the written information furnished to the Company by the Investor expressly for use
in connection with such Registration Statement; and, subject to Section 6.3, the Investor will reimburse any legal or other expenses
reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 6.2 and the agreement with respect to contribution contained in Section 7 shall not apply to
amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which
consent shall not be unreasonably withheld; provided, further, however, that the Investor shall only be liable under this Section
6.2 for that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale
of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Indemnified Party and shall survive the resale of the Registrable Securities
by the Investor pursuant to the Registration Statement. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6.2 with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified
Party if the untrue statement or omission of material fact contained in the preliminary prospectus were corrected on a timely basis
in the prospectus, as then amended or supplemented. This indemnification provision shall apply separately to each Investor and
liability hereunder shall not be joint and several.


 






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3. Promptly after receipt by an Indemnified Person or Indemnified
Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding)
involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any
indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the
indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any
other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified
Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying
party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party, the representation by
counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such
proceeding. The indemnifying party shall pay for only one (1) separate legal counsel for the Indemnified Persons or the Indemnified
Parties, as applicable, and such counsel shall be selected by the Investor, if the Investor is entitled to indemnification hereunder,
or the Company, if the Company is entitled to indemnification hereunder, as applicable. The Indemnified Party or Indemnified Person
shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or Claim by
the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party
or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified
Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying
party shall be liable for any settlement of any action, claim or proceeding affected without its written consent, provided, however,
that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without
the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified
Party or Indemnified Person of a release from all liability in respect to such Claim. Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect
to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver
written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that
the indemnifying party is prejudiced in its ability to defend such action.


 


4. The indemnity agreements contained herein shall be in addition
to (I) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others,
and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.


 






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SECTION VII CONTRIBUTION


 


1. To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which
it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no contribution
shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set
forth in Section 6; (ii) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount
of proceeds received by such seller from the sale of such Registrable Securities.


 


SECTION VII REPORTS UNDER THE 1934 ACT


 


1. With a view to making available to the Investor the benefits of
Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor
to sell securities of the Company to the public without registration ("Rule 144"), provided that the Investor holds any
Registrable Securities are eligible for resale under Rule 144, the Company agrees to:


 


a. make and keep adequate current public information available, as
those terms are understood and defined in Rule 144;


 


b. file with the SEC in a timely manner all reports and other documents
required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being
understood that nothing herein shall limit the Company's obligations under Section 5(c) of the Equity Financing Agreement) and
the filing of such reports and other documents is required for the applicable provisions of Rule 144; and


 


c. furnish to the Investor, promptly upon request, (I) a written
statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii)
a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company,
and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule
144 without registration.


 


SECTION X MISCELLANEOUS


 


1. NOTICES. Any notices or other communications required or permitted
to be given under the terms of this Agreement that must be in writing will be deemed to have been delivered (i) upon receipt, when
delivered personally; (11) upon receipt, when sent by email; or (iii) one (1) day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall
be:


 


 






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If to the Company: Attn: Cannabis Global Inc 520 S Grand Ave #320
Los Angeles Ca 90071


 


With Copy to:


 


(which copy shall not


 


constitute notice


 


If to the Investor: GHS Investments, LLC


 


420 Jericho Turnpike, Suite 102 Jericho, NY 11753


 


Each party shall provide five (5) business days prior notice to the
other party of any change in address, phone number or facsimile number.


 


2. NO WAIVERS. Failure of any party to exercise any right or remedy
under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


3. NO ASSIGNMENTS. The rights and obligations under this Agreement
shall not be assignable.


 


4. ENTIRE AGREEMENT/AMENDMENT. This Agreement and the Registered
Offering


 


Transaction Documents constitute the entire agreement among the parties
hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein and therein. This Agreement and the Registered Offering Transaction Documents
supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.
The provisions of this Agreement may be amended only with the written consent of the Company and Investor.


 






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5. HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. Whenever required by the context of this Agreement,
the singular shall include the plural and masculine shall include the feminine. This Agreement shall not be construed as if it
had been prepared by one of the parties, but rather as if all the parties had prepared the same.


 


6. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed
an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile
transmission, PDF, electronic signature or other similar electronic means with the same force and effect as if such signature page
were an original thereof.


 


7. FURTHER ASSURANCES. Each party shall do and perform, or cause
to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.


 


8. SEVERABILITY. In case any provision of this Agreement is held
by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted
rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability
of the remaining provisions of this Agreement will not in any way be affected or impaired thereby.


 


9. LAW GOVERNING THIS AGREEMENT. This Agreement shall be governed
by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action
brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the
state or federal courts located in New York City, New York. The parties to this Agreement hereby irrevocably waive any objection
to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or
venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered
in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably
waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and
costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or
unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it
may conflict therewith and shall be deemed modified to conform with such statute or tule of law. Any such provision which may prove
invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement or any other Registered Offering Transaction Documents by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 






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10. NO THIRD PARTY BENEFICIARIES. This Agreement is intended for
the benefit of the parties hereto and is not for the benefit of, nor may any provision hereof be enforced by, any other person,
except that the Company acknowledges that the rights of the Investor may be enforced by its general partner. [Signature page follows]
Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Registration Rights
Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Registration
Rights Agreement, and the representations made by the undersigned in this Registration Rights Agreement are true and accurate,
and agrees to be bound by its terms.


 


GHS INVESTMENTS, LLC.


 


By: L6G, Yen Name: Mark Grober Title: Member


 


CANNABIS GLOBAL, INC.


 


By: Name: Arman Tabatabaei Title: CEO


 


 


[SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT]