Exhibit 10.6


 


 


SECURITIES PURCHASE AGREEMENT


 


This SECUITIES PURCHASE AGREEMENT (the "Agreement"), dated
as of January 12, 2021, by and between Cannabis Global, Inc., a Nevada corporation, with headquarters located at 520 S. Grand Avenue,
Suite 320, Los Angeles, California 90071 (the "Company'), and GW Holdings Group, LLC, a New York limited liability company
with its executive offices located at 137 Montague Street, Suite 291, Brooklyn, NY 11201 (the "Buyer").


 


WHEREAS:


 


A. The Company and the Buyer are executing and delivering this Agreement
in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United
States Securities and Exchange Commission (the "SEC"') under the Securities Act of 1933, as amended (the "1933 Act');


 


B. Buyer desires to purchase and the Company desires to issue and
sell, upon the terms and conditions set forth in this Agreement, a ten percent (10%) convertible promissory note of the Company,
in the form attached hereto as Exhibit A, in the aggregate principal amount of $115,500.00 (the "Convertible Note"),
which shall contain a $10,500.00 OID such that the purchase price shall be $105,000.00 (as contained in the disbursement memo),
convertible into shares of common stock, $0.001 par value per share, of the Company (the "Common Stock"), upon the terms
and subject to the limitations and conditions set forth in such Note;


 


C. The Buyer wishes to purchase, upon the terms and conditions stated
in this Agreement, such principal amount of Note as is set forth immediately below its name on the signature pages hereto; and


 


NOW THEREFORE, the Company and the Buyer severally (and not jointly)
hereby agree as follows:


 


1. Purchase and Sale of Note.


 


a. Purchase of Note. On the Closing Date (as defined below), the
Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of the Note as
is set forth immediately below the Buyer's name on the signature pages hereto.


 


b. Form of Payment. On the Closing Date (as defined below), the
(A) Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the "Purchase
Price") by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions,
against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer's
name on the signature pages hereto and (B) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer,
against delivery of such Purchase Price and Buyer Note.


 


Company Initials c. Closing Date. The date and time of the first
issuance and sale of the Note pursuant to this Agreement (the "Closing Date'') shall be on or about January 12, 2021, or such
other mutually agreed upon time.


 


2. Buyer's Representations and Warranties. The Buyer represents
and warrants to the Company that:


 


a. Investment Purpose. As of the date hereof, the Buyer is purchasing
the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note, such shares of Common Stock
being collectively referred to herein as the "Conversion Shares" and, collectively with the Note, the "Securities")
for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered
or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does
not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities
at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.


 






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b. Accredited Investor Status. The Buyer is an "accredited
investor" as that term is defined in Rule 501(a) of Regulation D (an "Accredited Investor'').


 


c. Reliance on Exemptions. The Buyer understands that the Securities
are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal
and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer's compliance with, the
representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine
the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.


 


d. Information. The Buyer and its advisors, if any, have been, and
for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances
and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer
or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to
be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the
Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public
prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted
by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer's right to rely on the Company's representations
and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant
degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties
made herein.


 


e. Governmental Review. The Buyer understands that no United States
federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement
of the Securities.


 


f. Transfer or Re-sale. The Buyer understands that (i) the sale
or re- sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws,
and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under
the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be
in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to
be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted
by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under
the 1933 Act (or a successor rule) ("Rule 144')) of the Buyer who agrees to sell or otherwise transfer the Securities only
in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e)
the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) ("Regulation S"), and the Buyer
shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope
customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (11) any sale of such
Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is
not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is
made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption
under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under
any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions
of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the
Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.


 






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g. Legends. The Buyer understands that the Note and, until such
time as the Conversion Shares have been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S without
any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares
may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of
the certificates for such Securities):


 


"NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED
BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE 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
(1) 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 OR (ID UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A 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."


 


The legend set forth above shall be removed and the Company shall
issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by
applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under
the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities
as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel,
in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or
transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so
that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s)
from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that
the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to
an exemption from registration, such as Rule 144 or Regulation S, within 2 business days, it will be considered an Event of Default
under the Note.


 


h. Authorization; Enforcement. This Agreement has been duly and
validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes
a valid and binding agreement of the Buyer enforceable in accordance with its terms.


 


i. Residency. The Buyer is a resident of the jurisdiction set forth
immediately below the Buyer's name on the signature pages hereto.


 


3. Representations and Warranties of the Company. The Company represents
and warrants to the Buyer that:


 


a. Organization and Qualification. The Company and each of its subsidiaries,
if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is
incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on
its business as and where now owned, leased, used, operated and conducted.


 


 






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b. Authorization; Enforcement. (i) The Company has all requisite
corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated
hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof; (11) the execution and delivery
of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including
without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon
conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization
of the Company, its Board of Directors, or its shareholders is required; (iii) this Agreement has been duly executed and delivered
by the Company by its authorized representative, and such authorized representative is the true and official representative with
authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly; and
(iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute,
a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.


 


c. Issuance of Shares. The Conversion Shares are duly authorized
and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully
paid and non-assessable, and 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 Company and will not impose personal liability upon
the holder thereof.


 


d. Acknowledgment of Dilution. The Company understands and acknowledges
the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The
Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this
Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership
interests of other shareholders of the Company.


 


e. No Conflicts. The execution, delivery and performance of this
Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including,
without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in
a violation of any provision of the Certificate of Incorporation or By-laws; or (ii) violate or conflict with, or result in a breach
of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent
license or instrument to which the Company or any of its subsidiaries is a party; or (iii) result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory
organizations to which the Company or its securities are subject) applicable to the Company or any of its subsidiaries or by which
any property or asset of the Company or any of its subsidiaries is bound or affected (except for such conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse
effect). All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the
preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing
requirements of the Over-the-Counter Quotations Bureau (the "OTCQB"') and does not reasonably anticipate that the Common
Stock will be delisted by the OTCQB in the foreseeable future, nor are the Company's securities "chilled" by FINRA. The
Company and its subsidiaries are unaware of any facts or circumstances, which might give rise to any of the foregoing.


 


f. Absence of Litigation. Except as disclosed in the Company's public
filings, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiaries, threatened
against or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could
have a material adverse effect. Schedule 3(f) contains a complete list and summary description of any pending or, to the knowledge
of the Company, threatened proceeding against or affecting the Company or any of its subsidiaries, without regard to whether it
would have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances, which might give
rise to any of the foregoing.


 






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g. Acknowledgment Regarding Buyer' Purchase of Securities. The Company
acknowledges and agrees that the Buyer is acting solely in the capacity of arm's length purchasers with respect to this Agreement
and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor
or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby
and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the
transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer' purchase of the Securities.
The Company further represents to the Buyer that the Company's decision to enter into this Agreement has been based solely on the
independent evaluation of the Company and its representatives.


 


h. No Integrated Offering. Neither the Company, nor any of its affiliates,
nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited
any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities
to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company's securities
(past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.


 


i. Title to Property. The Company and its subsidiaries have good
and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which
is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects
except such as are described in Schedule 3(i) or such as would not have a material adverse effect. Any real property and facilities
held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such
exceptions as would not have a material adverse effect. j- Bad Actor. No officer or director of the Company would be disqualified
under Rule 506(d) of the Securities Act as amended on the basis of being a "bad actor" as that term is established in
the September 19, 2013 Small Entity Compliance Guide published by the Securities and Exchange Commission.


 


j. Shell Company. The Company has never been a "shell company"
as described in Rule 144(i)(1)(). The Company hereby agrees that it may never take the position that it is a "shell company"
in connection with its obligations under this Agreement or otherwise.


 


k. Breach of Representations and Warranties by the Company. If the
Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available
to the Buyer pursuant to this Agreement, it will be considered an Event of default under the Note.


 


4. COVENANTS.


 


a. Expenses. At the Closing, the Company shall reimburse Buyer for
expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement
and the other agreements to be executed in connection herewith ("Documents"), including, without limitation, reasonable
attorneys' and consultants' fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments
or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions
of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company
must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and
expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer. The Company's obligation with
respect to this transaction is to reimburse Buyer's expenses shall be $4,250.00 in legal fees, which shall be deducted from the
Note when funded.


 






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b. Listing. The Company will, so long as the Buyer owns any of the
Securities, maintain the listing and trading of its Common Stock on the OTCQX, OTCQB, OTC Pink, or any equivalent replacement exchange,
the Nasdaq National Market ("Nasdaq"), the Nasdaq SmallCap Market ("Nasdaq SmallCap"), the New York Stock Exchange
("NYSE"), or the American Stock Exchange ("AMEX") and will comply in all respects with the Company's reporting,
filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority ("FINRA") and such
exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the OTCQX, OTCQB,
OTC Pink, and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility
of the Common Stock for listing on such exchanges and quotation systems.


 


c. Corporate Existence. So long as the Buyer beneficially owns any
Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company's assets, except
in the event of a merger or consolidation or sale of all or substantially all of the Company's assets, where the surviving or successor
entity in such transaction (i) assumes the Company's obligations hereunder and under the agreements and instruments entered into
in connection herewith and (11) is a publicly traded corporation whose Common Stock is listed for trading on the OTC Pink, OTCQB,
OTCQX, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.


 


d. No Integration. The Company shall not make any offers or sales
of any security (other than the Securities) under circumstances that would require registration of the Securities being offered
or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities
by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.


 


e. No Broker-Dealer Acknowledgement. Absent a final adjudication
from a court of competent jurisdiction stating otherwise, so long as any amount on this Note remains outstanding, the Company shall
not to any person, institution, governmental or other entity, state, claim, allege, or in any way assert, that Holder is currently,
or ever has been a broker- dealer under the Securities Exchange Act of 1934.


 


f. Registration Rights. With respect to any Company issued note
owned by the Buyer, in the event the Company completes a registration statement for its securities prior to the date on which that
particular note is eligible for conversion into legend free shares under Rule 144, the shares issuable upon conversion of that
particular note shall be "piggybacked" onto the registration statement.


 


g. Breach of Covenants. If the Company breaches any of the covenants
set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be
considered an event of default under the Note.


 


5. Governing Law: Miscellaneous.


 


a. Governing Law. This Agreement 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 Agreement shall be brought only in the state courts of
New York or in the federal courts located in the state and county of 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 Company and Buyer 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 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. ach 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 Transaction
Document 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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b. Counterparts; Signatures by Facsimile. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement,
once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing
the signature of the party so delivering this Agreement.


 


c. Headings. The headings of this Agreement are for convenience
of reference only and shall not form part of, or affect the interpretation of, this Agreement.


 


d. Severability. In the event that any provision of this Agreement
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 provision hereof
which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.


 


e. Entire Agreement; Amendments. This Agreement and the instruments
referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except
as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or
undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in
writing signed by the majority in interest of the Buyer.


 


f. 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, or facsimile, addressed
as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other
communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile,
with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered
on a business day during normal business hours where such notice is to be received), or the first business day following such delivery
(if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:


 


If to the Company, to:


 


Cannabis Global, Inc.





520 South Grand Avenue, Suite 320


Los Angeles, California 90071


Attn: Arman Tabatabaei


 


If to the Buyer:


 


GW Holdings Group, LLC





137 Montague Street, Suite 291


Brooklyn, NY 11201





Attn: Manager


 


Each party shall provide notice to the other party of any change
in address.


 


 






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g. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement
or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyer
may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its
"affiliates," as that term is defined under the 1934 Act, without the consent of the Company.


 


h. Third Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other person.


 


i. Survival. The representations and warranties of the Company and
the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence
investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their
officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach
by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and
obligations under this Agreement, including advancement of expenses as they are incurred.


 


j. 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.


 


k. No Strict Construction. The language used in this Agreement will
be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be
applied against any party.


 


l. Remedies. The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated
hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will
be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that
the Buyer 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 Agreement and to enforce
specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security
being required


 


IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused
this Agreement to be duly executed as of the date first above written.


 


Cannabis Global, Inc.


 


By: /s/ Arman Tabatabaei





Name: Arman Tabatabaei


Title: CEO


 


 


GW Holdings Group, LLC.


 


By: /s/ Noah Weinstein


Name: Noah Weinstein


Title: Manager


11 Aggregate Principal


Amount of Note: $115,500.00


 






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EXHIBIT A


 


(Note)