Exhibit 10.1


 


 


 


 


 


 


First Amendment to Registration
Rights Agreement


 


by and between


 


CANNABIS GLOBAL, INC.


A NEVADA CORPORATION


 


and,


 


DUTCHESS CAPITAL GROWTH FUND,
LP


A DELAWARE LIMITED PARTNERSHIP


 


October 26, 2021


 


 


 


 



 


 


 


 


 






    

    

    

 


 


This First Amendment to Registration
Rights Agreement (Amendment) is entered into by and between CANNABIS GLOBAL, INC., a Nevada corporation (the “Company”),
and DUTCHESS CAPITAL GROWTH FUND LP, a Delaware limited partnership (the “Investor”). The Company and Investor may be referred
to herein as each a “Party” and collectively, the “Parties”.


 


RECITALS


 


WHEREAS,
on August 23, 2021, the Parties entered into that certain Registration Rights Agreement whereby in consideration of Investor’s
agreement to purchase an aggregate of Five Million Dollars ($5,000,000) of Drawdown Notice Shares, and to induce the Investor to enter
into the Purchase 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 “Securities Act”), and applicable
state securities laws. A copy of the Registration Rights Agreement is attached hereto as Exhibit A and incorporated herein by reference.


 


WHEREAS,
pursuant to the Registration Rights Agreement, the Company agreed to register an aggregate of up to 15,000,000 Drawdown Notice Shares,
and (b) any shares of common stock issued to the Investor as a result of any stock split, stock dividend, recapitalization, exchange,
or similar event or otherwise with respect thereto.


 


WHEREAS,
pursuant to Section 2(a) of the Registration Rights Agreement, the Company filed Form S-1 with the Securities and Exchange Commission
on August 27, 2021 and is currently responding to comments from the Commission with the expectation that it will file an amendment to
Form S-1.


 


WHEREAS,
since the date the Parties entered into the Registration Rights Agreement, the Company’s price for its common stock as reported
on the OTC Markets has decreased from $0.041 per share to $0.011 per share on October 25, 2021.


 


WHEREAS,
in order to have a number of registerable shares sufficient to maximize the Investor’s agreement to purchase an aggregate of Five
Million Dollars ($5,000,000) of Drawdown Notice Shares, it is necessary to amend the Registration Rights Agreement to increase the total
number of registerable shares from fifteen million to thirty million shares.


 


WHEREAS,
pursuant to Section 10 of the Registration Rights Agreement, no provision may be (i) amended other than by a written instrument signed
by both parties hereto or (ii) waived other than in a written instrument signed by the party against whom enforcement of such waiver
is sought. 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.


 


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


 


 






    	  





    	 



    

 


1. Incorporation
of Recitals. The Company and Investor incorporate the Recitals clauses into this Amendment as though fully set out. The Parties
waive any rule of contract interpretation or construction that would disallow a court from interpreting or enforcing this Amendment by
resort to the Recitals clauses.


 


2. Amendment
to Section 1(d); Definitions. Section 1(d) of the Registration Rights Agreement shall be amended to read:


 


“d. Registerable
Securities” means (a) an aggregate of up to thirty-five million (35,000,000) Drawdown Notice Shares, and (b) any shares of
common stock issued to the Investor as the result of any stock split, stock dividend, recapitalization, exchange for similar event or
otherwise with respect thereto.”


 


3. Remainder
in Full Force and Effect. With the exception of the Amendment, the remainder of the Registration Rights Agreement is in full
force and effect.


 


4. Filing
of Form 8-K. The Company covenants to file Form 8-K with the Commission within four days after the execution of this Amendment.


 


IN WITNESS WHEREOF, the parties
have caused this Agreement to be duly executed as of day and year first above written.


 


CANNABIS GLOBAL, INC. 


 


By:


 


/s/ Arman Tabatabaei    


Name: Arman Tabatabaei


Title: Chief Executive Officer


 


DUTCHESS CAPITAL GROWTH FUND
LP 


 


By:


 


/s/ Michael Novielli    


Name: Michael Novielli


Title: Managing Member, Dutchess
Capital Advisors LLC,


General Partner to: Dutchess Capital
Growth Fund, LP