Exhibit 10.4


 


 


 


 


NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 





	Principal Amount: $55,000.00	Issue Date: October 30, 2020	Purchase
Price: $55,000.00



 


 





CONVERTIBLE PROMISSORY NOTE


 


FOR VALUE RECEIVED, CANNABIS GLOBAL, INC. f/k/a MCTC HOLDINGS, INC.,
a Nevada corporation (hereinafter called the "Borrower"), hereby promises to pay to the order of REDSTART HOLDINGS CORP.,
a New York corporation, or registered assigns (the "Holder") the sum of $55,000.00 together with any interest as set
forth herein, on October 30, 2021 (the "Maturity Date"), and to pay interest on the unpaid principal balance hereof at
the rate of eight percent (8%)(the "Interest Rate") per annum from the date hereof (the "Issue Date") until
the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be
prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which
is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the
same is paid ("Default Interest"). Interest shall be computed on the basis of a 365 day year and the actual number of
days elapsed. Interest shall commence accruing on the Issue Date. All payments due hereunder (to the extent not converted into
common stock, $0.001 par value per share (the "Common Stock") in accordance with the terms hereof) shall be made in lawful
money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower
by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined,
shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which
this Note was originally issued (the "Purchase Agreement").


 


This Note is free from all taxes, liens, claims and encumbrances
with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the
Borrower and will not impose personal liability upon the holder thereof.


 


The following terms shall apply to this Note:


 


 






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ARTICLE I. CONVERSION RIGHTS


 


1.1 Conversion Right. The Holder shall have the right from time
to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this
Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article
Ill), each in respect of the remaining outstanding amount of this Note to convert all or any part of the outstanding and unpaid
amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date,
or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified
at the conversion price (the "Conversion Price") determined as provided herein (a "Conversion"); provided,
however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note
upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates
(other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the
Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or
exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion
of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership
by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and Regulations 13D-G thereunder, except as otherwise provided in clause
(1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder.
The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion
Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion,
in the form attached hereto as Exhibit A (the "Notice of Conversion"), delivered to the Borrower by the Holder in accordance
with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting
in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date
(the "Conversion Date"); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion
Date shall be the next business day. The term "Conversion Amount" means, with respect to any conversion of this Note,
the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder's option, accrued and
unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3)
at the Holder's option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2)
plus (4) at the Holder's option, any amounts owed to the Holder pursuant to Sections 1.4 hereof.


 


1.2 Conversion Price. The Conversion Price shall equal the Variable
Conversion Price (as defined herein)(subject to equitable adjustments for stock splits, stock dividends or rights offerings by
the Borrower relating to the Borrower's securities or the securities of any subsidiary of the Borrower, combinations, recapitalization,
reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 63% multiplied
by the Market Price (as defined herein) (representing a discount rate of 37%). "Market Price" means the average of the
two (2) lowest Trading Price (as defined below) for the Common Stock during the fifteen (15) Trading Day period ending on the latest
complete Trading Day prior to the Conversion Date. "Trading Price" means, for any security as of any date, the closing
bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the "OTC") as reported
by a reliable reporting service ("Reporting Service") designated by the Holder (i.e. Bloomberg) or, if the OTC is not
the principal trading market for such security, the closing bid price of such security on the principal securities exchange or
trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the
foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the "pink
sheets". If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading
Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes
being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes.
"Trading Day" shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal
securities exchange or other securities market on which the Common Stock is then being traded.


 






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1.3 Authorized Shares. The Borrower covenants that during the period
the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares,
free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant
to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved six times the number of shares
that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation set forth in Section 1.1 is not in
effect)(based on the respective Conversion Price of the Note (as defined in Section 1.2) in effect from time to time, initially
9,515,159 shares)(the "Reserved Amount"). The Reserved Amount shall be increased (or decreased with the written consent
of the Holder) from time to time in accordance with the Borrower's obligations hereunder. The Borrower represents that upon issuance,
such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities
or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall
be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter
there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion
of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates
for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full
authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary
certificates for shares of Common Stock in accordance with the terms and conditions of this Note.


 


If, at any time the Borrower does not maintain the Reserved Amount
it will be considered an Event of Default under Section 3.2 of the Note.


 


1.4 Method of Conversion.


 


(a) Mechanics of Conversion. As set forth in Section 1.1 hereof,
from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the
date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount, this Note
may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the
Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date
prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office
of the Borrower (upon payment in full of any amounts owed hereunder).


 


(b) Surrender of Note Upon Conversion. Notwithstanding anything
to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required
to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder
and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use
such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note
upon each such conversion.


 






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(c) Delivery of Common Stock Upon Conversion. Upon receipt by the
Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion
meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued
and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3)
business days after such receipt (the "Deadline") (and, solely in the case of conversion of the entire unpaid principal
amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower
of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion,
the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion,
and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted
shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided,
on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower's obligation to issue
and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by
the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against
any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to
the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the
Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation
of the Borrower to the Holder in connection with such conversion.


 


(d) Delivery of Common Stock by Electronic Transfer. In lieu of
delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating
in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of
the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer
agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime
Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system.


 


(e) Failure to Deliver Common Stock Prior to Deadline. Without in
any way limiting the Holder's right to pursue other remedies, including actual damages and/or equitable relief, the parties agree
that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or
inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the
Borrower fails to deliver such Common Stock (the "Fail to Deliver Fee"); provided; however that the Fail to Deliver Fee
shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such
transfer agent) despite the commercially reasonable efforts of the Borrower to effect delivery of such Common Stock. Such cash
amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the
Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be
added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note
and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower
agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate,
interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the
liquidated damages provision contained in this Section 1.4(e) are justified.


 


1.5 Concerning the Shares. The shares of Common Stock issuable upon
conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement
under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall
be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to
be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor
rule) ("Rule 144"); or (iii) such shares are transferred to an "affiliate" (as defined in Rule 144) of the
Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited
Investor (as defined in the Purchase Agreement).


 






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Any restrictive legend on certificates representing shares of Common
Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore
free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder's counsel,
in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale
or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company
so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security
is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant
to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel provided by
the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), at the Deadline,
it will be considered an Event of Default pursuant to Section 3.2 of the Note.


 


1.6 Effect of Certain Events.


 


(a) Effect of Merger, Consolidation, Etc. Except with respect to
the merger or other combination of the Borrower, at the option of the Holder, the sale, conveyance or disposition of all or substantially
all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which
more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of
the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed
to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon
the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). "Person"
shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.


 


(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time
when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation,
exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the
Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the
Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other
than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the
right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of
the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder
would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction
(without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with
respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation,
provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter
be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion
hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent
practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice) of the record date
of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation,
exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall
be entitled to convert this Note) and


 


(b) the resulting successor or acquiring entity (if not the Borrower)
assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations,
mergers, sales, transfers or share exchanges.


 


 






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(c) Adjustment Due to Distribution. If the Borrower shall declare
or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase,
by way of return of capital or otherwise (including any dividend or distribution to the Borrower's shareholders in cash or shares
(or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a "Distribution"), then the Holder
of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled
to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares
of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date
for the determination of shareholders entitled to such Distribution.


 


1.7 Prepayment. Notwithstanding anything to the contrary contained
in this Note, at any time during the periods set forth on the table immediately following this paragraph (the "Prepayment
Periods") or as otherwise agreed to between the Borrower and the Holder, the Borrower shall have the right, exercisable on
not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and
accrued interest), in full, in accordance with this Section 1.7. Any notice of prepayment hereunder (an "Optional Prepayment
Notice") shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is
exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from
the date of the Optional Prepayment Notice. On the date fixed for prepayment (the "Optional Prepayment Date"), the Borrower
shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified
by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business
day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment
to the Holder of an amount in cash equal to the percentage ("Prepayment Percentage") as set forth in the table immediately
following this paragraph opposite the applicable Prepayment Period, multiplied by the sum of: (w) the then outstanding principal
amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment
Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder
pursuant to Section 1.4 hereof (the "Optional Prepayment Amount").


 


Prepayment Period Prepayment Percentage


 


1. The period beginning on the Issue Date and ending on 115% the
date which is thirty (30) days following the Issue Date.


 


2. The period beginning on the date which is thirty-one 120% (31)
days following the Issue Date and ending on the date which is sixty (60) days following the Issue Date.


 


3. The period beginning on the date that is sixty-one (61) 125%
day from the Issue Date and ending ninety (90) days following the Issue Date.


 


4. The period beginning on the date that is ninety-one 135% (91)
day from the Issue Date and ending one hundred eighty (180) days following the Issue Date.


 


After the expiration of the Prepayment Periods set forth above,
the Holder may submit an Optional Prepayment Notice to the Holder. Upon receipt by the Holder of the Optional Prepayment Notice
post Prepayment Periods, the prepayment shall be subject to the Holder's and the Borrower's agreement with respect to the applicable
Prepayment Percentage.


 


Notwithstanding anything contained herein to the contrary, the Holder's
conversion rights herein shall not be affected in any way until the Note is fully paid (funds received by the Holder) pursuant
to an Optional Prepayment Notice.


 






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ARTICLE Il. CERTAIN COVENANTS


 


2.1 Sale of Assets. So long as the Borrower shall have any obligation
under this Note, the Borrower shall not, without the Holder's written consent, sell, lease or otherwise dispose of any significant
portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned
on a specified use of the proceeds of disposition.


 


ARTICLE III. EVENTS OF DEFAULT If any of the following events of
default (each, an "Event of Default") shall occur:


 


3.1 Failure to Pay Principal and Interest. The Borrower fails to
pay the principal hereof or interest thereon when due on this Note, whether at maturity or upon acceleration and such breach continues
for a period of five (5) days after written notice from the Holder.


 


3.2 Conversion and the Shares. The Borrower fails to issue shares
of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise
by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its
transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to
the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer
agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in
certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant
to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays,
and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect
thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this
Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor
the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement
or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have
delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent.
It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance
owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower's transfer
agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48)
hours of a demand from the Holder.


 


3.3 Breach of Covenants. The Borrower breaches any material covenant
or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase
Agreement and such breach continues for a period of twenty (20) days after written notice thereof to the Borrower from the Holder.


 


3.4 Breach of Representations and Warranties. Any representation
or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection
herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made
and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with
respect to this Note or the Purchase Agreement.


 


3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower
shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for
it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.


 






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3.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors
shall be instituted by or against the Borrower or any subsidiary of the Borrower.


 


3.7 Delisting of Common Stock. The Borrower shall fail to maintain
the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the
OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York
Stock Exchange, or the American Stock Exchange.


 


3.8 Failure to Comply with the Exchange Act. The Borrower shall
fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting
requirements of the Exchange Act (the filing of a Form 15 with the SEC is an immediate Event of Default).


 


3.9 Liquidation. Any dissolution, liquidation, or winding up of
Borrower or any substantial portion of its business.


 


3.10 Cessation of Operations. Any cessation of operations by Borrower
or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure
of the Borrower's ability to continue as a "going concern" shall not be an admission that the Borrower cannot pay its
debts as they become due.


 


3.11 Financial Statement Restatement. The restatement of any _ financial
statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this
Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have
constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.


 


3.12 Replacement of Transfer Agent. In the event that the Borrower
proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully
executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including
but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor
transfer agent to Borrower and the Borrower.


 


3.13 Cross-Default. Notwithstanding anything to the contrary contained
in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or
condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall,
at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall
be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other
Agreements by reason of a default under said Other Agreement or hereunder. "Other Agreements" means, collectively, all
agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate
of the Holder, including, without limitation, promissory notes; provided, however, the term "Other Agreements" shall
not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other
loan transaction and with all other existing and future debt of Borrower to the Holder.


 






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Upon the occurrence and during the continuation of any Event of
Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the
Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction
of its obligations hereunder, an amount equal to the Default Amount (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION
OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY
TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT AMOUNT (AS DEFINED HEREIN);
MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely
with respect to failure to pay the principal hereof or interest thereon when due on this Note upon a Trading Market Prepayment
Event pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.7, 3.8, 3.10, 3.11, 3.12, 3.13, and/or 3.14 exercisable through
the delivery of written notice to the Borrower by such Holders (the "Default Notice"), and upon the occurrence of an
Event of Default specified the remaining sections of Articles III (other than failure to pay the principal hereof or interest
thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Borrower
shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to 150% times the sum of (w) the then
outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to
the date of payment (the "Mandatory Prepayment Date") plus (y) Default Interest, if any, on the amounts referred to
in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding
principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively
be known as the "Default Amount") and all other amounts payable hereunder shall immediately become due and payable,
all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without
limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies
available at law or in equity.


 


If the Borrower fails to pay the Default Amount within five (5)
business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long
as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the
Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the
Borrower equal to the Default Amount divided by the Conversion Price then in effect.


 


ARTICLE IV. MISCELLANEOUS


 


4.1 Failure or Indulgence Not Waiver. No failure or delay on the
part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right,
power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available.


 


4.2 Notices. All notices, demands, requests, consents, approvals,
and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i)
personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered
by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, facsimile or email, addressed
as set forth below or to such other address as such party shall have specified most recently by written notice. The addresses for
such communications shall be:


 


 






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If to the Borrower, to:


 


CANNABIS GLOBAL, INC. f/k/a MCTC HOLDINGS, INC. 520 S. Grand Avenue,
Suite 320


 


Los Angeles, California 90071


 


Attn: Arman Tabatabaei, Chief Executive Officer


 


Fax:


 


Email: arman@cannabisglobalinc.com


 


If to the Holder:


 


REDSTART HOLDINGS CORP.


 


1188 Willis Avenue


 


Albertson, New York 11507


 


Attention: Gregg B. Solomon, President e-mail: redstartholdingscorp@gmail.com


 


With a copy by fax only to (which copy shall not constitute notice):


 


Naidich Wurman LLP


 


111 Great Neck Road, Suite 216 Great Neck, NY 11021


 


Attn: Allison Naidich


 


facsimile: 516-466-3555


 


e-mail: allison@nwlaw.com


 


4.3 Amendments. This Note and any provision hereof may only be amended
by an instrument in writing signed by the Borrower and the Holder. The term "Note" and all reference thereto, as used
throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally
executed, or if later amended or supplemented, then as so amended or supplemented.


 


4.4 Most Favored Nation. During the period where any monies are
owed to the Holder pursuant to this Note, if the Borrower engages in any future financing transactions with a third party investor,
the Borrower will provide the Holder with written notice (the "MFN Notice") thereof promptly but in no event less than
10 days prior to closing any financing transactions. Included with the MEN Notice shall be a copy of all documentation relating
to such financing transaction and shall include, upon written request of the Holder, any additional information related to such
subsequent investment as may be reasonably requested by the Holder. In the event the Holder determines that the terms of the subsequent
investment are preferable to the terms of the securities of the Borrower issued to the Holder pursuant to the terms of the Purchase
Agreement, the Holder will notify the Borrower in writing. Promptly after receipt of such written notice from the Holder, the Borrower
agrees to amend and restate the Securities (which may include the conversion terms of this Note), to be identical to the instruments
evidencing the subsequent investment. Notwithstanding the foregoing, this Section 4.4 shall not apply in respect of (i) an Exempt
Issuance, or (ii) an underwritten public offering of Common Stock. "Exempt Issuance" means the issuance of: (a) shares
of Common Stock or options to employees, officers, consultants, advisors or directors of the Borrower pursuant to any stock or
option plan duly adopted for such purpose by a majority of the members of the Board of Directors or a majority of the members of
a committee of directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of this Note
and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the
date hereof, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested
directors of the Borrower, provided that any such issuance shall only be to a Person which is, itself or through its subsidiaries,
an operating company in a business synergistic with the business of the Borrower and in which the Borrower receives benefits in
addition to the investment of funds, but shall not include a transaction in which the Borrower is issuing securities primarily
for the purpose of raising capital or to an entity whose primary business is investing in securities.


 






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4.5 Assignability. This Note shall be binding upon the Borrower
and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee
of this Note must be an "accredited investor" (as defined in Rule 501(a) of the Securities and Exchange Commission).
Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin
account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.


 


4.6 Cost of Collection. If default is made in the payment of this
Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys' fees.


 


4.7 Governing Law. This Note shall be governed by and construed
in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either
party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New
York or in the federal courts located in the Eastern District of New York. The parties to this Note 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 Borrower and Holder 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 Note 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 rule 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 Note, any agreement or any other document delivered in connection
with this Note 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 Note 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.


 


4.8 Purchase Agreement. By its acceptance of this Note, each party
agrees to be bound by the applicable terms of the Purchase Agreement.


 


49 Remedies. The Borrower acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated
hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate
and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall
be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein,
to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms
and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.


 






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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in
its name by its duly authorized officer this on October 30, 2020


 


CANNABIS GLOBAL, INC. f/k/a MCTC HOLDINGS, INC.


 


 


/s/ Arman Tabatabaei


Arman Tabatabaei Chief Executive Officer


 


 


 


 


 


 


 






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EXHIBIT A -- NOTICE OF CONVERSION


 


The undersigned hereby elects to convert $


 


to the Holder for any conversion, except for transfer taxes, if
any.


 


Box Checked as to applicable instructions:


 


[_]


 


[_]


 


The Borrower shall electronically transmit the Common Stock issuable
pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal
Agent At Custodian ("DWAC Transfer").


 


Name of DTC Prime Broker: Account Number:


 


The undersigned hereby requests that the Borrower issue a certificate
or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder's calculation attached
hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:


 


REDSTART HOLDINGS CORP.


 


1188 Willis Avenue


 


Albertson, New York 11507


 


Attention: Certificate Delivery


 


e-mail: redstartholdingscorp@gmail.com


 


Date of conversion:


 


Applicable Conversion Price:


 


Number of shares of common stock to be issued pursuant to conversion
of the Notes:


 


Amount of Principal Balance due remaining under the Note after this
conversion:


 


REDSTART HOLDINGS CORP.


 


By: Name: Gregg B. Solomon Title: President


 


Date:


 


principal amount of the Note (defined below) into that number of
shares of Common Stock to be issued pursuant to the conversion of the Note ("Common Stock") as set forth below, of CANNABIS
GLOBAL, INC. f/k/a MCTC HOLDINGS, INC., a Nevada corporation (the "Borrower") according to the conditions of the convertible
note of the Borrower dated as of October 30, 2020 (the "Note"), as of the date written below. No fee will be charged