Exhibit
10.62


 


STOCK PURCHASE AGREEMENT


by and among


Cannabis Global, Inc., a Nevada
Corporation


and


Dutchess Capital Growth Fund
L.P., a Delaware Limited Partnership


dated as of


March 25, 2021


 




    	  





    	 



    


This Stock Purchase Agreement
(this “Agreement”), dated as of March 25, 2021, is entered into by and among Cannabis Global, Inc., a Nevada
corporation (“Seller” or the “Company”) and Dutchess Capital Growth Fund LP, a Delaware L.P.
(“Buyer”).


RECITALS


WHEREAS, Seller filed a registration
statement on Form S-1 with the United States Securities and Exchange Commission on November 12, 2020 which was declared effective on November
19, 2020 (file No. 333-250038) (the “Registration Statement”).


WHEREAS,
the Registration Statement included a direct public offering of eleven million (11,000,000) shares of Seller’s common stock. Seller
will conduct its direct public offering through its officer and director, Mr. Arman Tabatabaei, who may be considered an underwriter as
that term is defined in Section 2(a) (11). Seller and Mr. Tabatabaei will rely on, and comply with, Rule 3a4-1(a)(4)(ii) of the Exchange
Act as a “safe harbor” from registration as a broker-dealer in connection with the offer and sale of the shares. The direct
public offering is for a fixed price of $0.06 per share. The Registration Statement and the accompanying prospectus as filed therein and
made effective was complete in all respects and, as of the date hereof, no material changes to the prospectus are required to be updated.


WHEREAS,
the Company is authorized to issue a total of two hundred ninety million (290,000,000) shares of common stock, par value $0.001 per share;


WHEREAS,
as of the date of this Agreement, there were 69,705,688 shares of the registrant’s common stock outstanding;


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to the Registration Statement and prospectus contained therein,
Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, a total of one million three hundred fourteen thousand and one
hundred eighty eight shares (1,314,188) registered Shares of Seller common stock (the “Shares”), in exchange for seventy
eight thousand and eight hundred fifty one dollars and twenty eight cents ($78,851.28) (a price of six cents ($0.06) per share); and


NOW, THEREFORE,
in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


ARTICLE I


DEFINITIONS


The following terms have
the meanings specified or referred to in this Article I:


“Act” means
the 1934 Securities and Exchange Act, as amended from time to time.




    	  





    	 



    


“Action”
means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation,
summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.


“Affiliate”
of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is
under common control with, such Person. The term “control” (including the terms “controlled by” and “under
common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.


“Agreement”
means this Stock Purchase Agreement, including the Recitals, which are a material part hereof, and which may be used to interpret and
enforce this Agreement.


“Ancillary Documents”
means (i) Seller’s Form S-1 registration statement, as amended; (ii) Seller’s reports filed with the SEC; and, (iii) any other
transaction documents necessary to consummate the sale of the Shares to Buyer.


“Audited Financial
Statements” has the meaning set forth in Section 3.06.


“Business Day”
means any day except Saturday, Sunday or any other day on which commercial banks located in Los Angeles, California, are authorized or
required to be closed for business.


“Buyer”
means Dutchess Capital Growth Fund L.P.


“Buyer Indemnitees”
has the meaning set forth in Section 7.02.


“Closing” means
after this Agreement is signed by the Buyer and Sellers; Buyer’s concurrent payment of the Purchase Price to Seller; and Seller’s
issuance of one million three hundred fourteen thousand and one hundred eighty eight shares (1,314,188) registered Shares of Seller common
stock (the “Shares”), in exchange for seventy eight thousand and eight hundred fifty one dollars and twenty eight
cents ($78,851.28) (a price of Six Cents ($0.06) per Share), for delivery to Buyer upon directions supplied by Buyer herein. “Code”
means the Internal Revenue Code of 1986, as amended.


“Commission”
means the United States Securities and Exchange Commission.


“Common
Stock” has the meaning set forth in Section 3.03(a).


“Company”
has the meaning set forth in the Recitals.


“Direct Claim”
has the meaning set forth in Section 7.05(c).


“Disclosure Schedules”
means the Disclosure Schedules delivered by Sellers and Buyer concurrently with the execution and delivery of this Agreement.




    	  





    	 



    


“Dollars or $”
means the lawful currency of the United States.


“Encumbrance(s)”
means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security
interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction
on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


“Financial Statements”
has the meaning set forth in Section 3.06.


“GAAP”
means United States generally accepted accounting principles in effect from time to time.


“Governmental Authority”
means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government
or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority
(to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court
or tribunal of competent jurisdiction.


“Governmental Order”
means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.


“Indemnified Party”
has the meaning set forth in Section 7.04.


“Indemnifying Party”
has the meaning set forth in Section 7.04.


“Interim Financial
Statements” has the meaning set forth in Section 3.06.


“Knowledge of Sellers
or Sellers’s Knowledge” or any other similar knowledge qualification, means the actual or constructive knowledge of Sellers,
after due inquiry.


“Law” means
any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule
of law of any Governmental Authority.


“Liabilities”
has the meaning set forth in Section 3.07.


“Losses”
means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever
kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing
any insurance




    	  





    	 



    


providers; provided,
however, that
“Losses” shall not include punitive damages, except to the extent actually awarded to a Governmental Authority or other
third party. 


“Person”
means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization,
trust, association or other entity.


“Prospectus”
means the prospectus dated November 12, 2020, filed with the Commission.


“Purchase Price”
has the meaning set forth in Section 2.02.


“Registration Statement”
means the effective registration statement with Commission file No. 333-250038 which registers the Shares to the Buyer.


“Representative”
means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and
other agents of such Person.


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 


“Seller”
means Cannabis Global, Inc.


“Sellers Indemnitees”
has the meaning set forth in Section 7.02.


“Shares”
has the meaning set forth in the recitals.


“Taxes”
means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration,
profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental,
stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees,
assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest
in respect of such additions or penalties.


“Third Party Claim”
has the meaning set forth in Section 7.04(a).


“Trading Market”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the
NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the
OTCQB or OTCQX (or any successors to any of the foregoing).







    	  





    	 



    


ARTICLE
II 


PURCHASE
AND SALE 



Section 2.01 Purchase and Sale.
Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Sellers,
one million three hundred fourteen thousand and one hundred eighty eight shares (1,314,188) registered under Seller’s Form S-1 registration
statement, free and clear of all Encumbrances, for the consideration specified in Section 2.02.


Section 2.02 Purchase Price. The
aggregate purchase price for the Shares shall be seventy eight thousand and eight hundred fifty one dollars and twenty eight cents
($78,851.28) (or Six Cents ($0.06) per share) (the “Purchase Price”). Buyer shall pay the Purchase Price at the
Closing.


Section 2.03 Transactions to be
Effected at the Closing. At the Closing, Buyer shall:


(i) Tender the
Purchase Price less Buyer’s Legal Cost, by wire transfer of immediately available funds in the amount: seventy eight thousand
and eight hundred fifty one dollars and twenty eight cents ($78,851.28) concurrent with execution of this Agreement.


At the Closing, Seller shall concurrently
deliver to Buyer:


(i) A copy of
a resolution of the board of director of Seller authorizing the issuance and delivery of the Shares to Buyer, along with any other ancillary
documents required to effect the issuance and delivery; and


(ii) this Agreement
duly executed by the Company;


(iii) a legal
opinion of Company counsel;


(iv) Confirmation
of delivery of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via
The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares, registered in the name of Buyer:
Dutchess Capital Growth Fund L.P; EIN 85-3966020.


(v) the Preliminary
Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).


Section 2.04 Closing. Subject
to the terms and conditions of this Agreement, the purchase and sale of the Shares contemplated hereby shall take place at a closing (the
“Closing”) to be held at 12:00 pm at the office of Seller, or at such other time or on such other date or at such other
place as mutually agreed by Seller and Buyer.


ARTICLE
III 


REPRESENTATIONS
AND WARRANTIES OF SELLER 


Seller represents and warrants to Buyer
that the statements contained in this Article III are true and correct as of the date hereof.




    	  





    	 



    


Section 3.01 Authority of Seller.
Seller has full power and authority to enter into this Agreement and any Ancillary Documents to which Seller is a party, to carry
out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery
by Seller of this Agreement, and any Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder
and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by all requisite
action on the part of Seller, in conjunction with its financial and legal advisors. This Agreement has been duly executed and delivered
by Seller, and, assuming due authorization, execution and delivery by Buyer, this Agreement constitutes a legal, valid and binding obligation
of Seller enforceable against Seller in accordance with its terms. When each other Ancillary Document to which Seller is or will be a
party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto),
such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.


Section 3.02 Organization, Authority
and Qualification of the Company – Ancillary Representations. The Company is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation
nor default of any of the provisions of its certificate or articles of incorporation, bylaws or other organizational or charter documents.
The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction
in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to
be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse
effect on the legality, validity or enforceability of this Agreement, (ii) a material adverse effect on the results of operations, assets,
business, prospects or condition (financial or otherwise) of the Company, taken as a whole, or (iii) a material adverse effect on the
Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement (any of (i), (ii) or
(iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting
or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


Section 3.03 Capitalization. 


(a) The authorized
capital stock of the Company consists of a total of two hundred ninety million (290,000,000) authorized shares, par value $0.001 per share,
of which 69,705,688 shares are issued and outstanding common shares. All of the Shares have been registered under Seller’s effective
Form S-1 registration statement and are duly authorized, validly issued, fully paid and non-assessable, and are free and clear of all
Encumbrances. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the Shares, free and clear
of all restrictions and Encumbrances.




    	  





    	 



    


(b) All of the
Shares were issued in compliance with applicable Laws. None of the Shares were issued in violation of any agreement, arrangement or commitment
to which Seller is a party, or is subject to or in violation of any preemptive or similar rights of any Person.


Section 3.04 No Subsidiaries.
Seller does not own or have any interest in any shares or have an ownership interest in any other Person or entity.


Section 3.05 No Conflicts; Consents.
The execution, delivery and performance by Seller of this Agreement, and the Ancillary Documents to which it is a party, and the consummation
of the transactions contemplated hereby and thereby, do not and will not: (a) require the consent, notice or other action by any Person
under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time
or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify
or cancel any Contract to which Seller is a party or by which Seller is bound; or (b) result in the creation or imposition of any Encumbrance
on the Shares. No consent, approval, Permit, or Governmental Order is required by or with respect to Seller in connection with the execution
and delivery of this Agreement and Ancillary Documents, and the consummation of the transactions contemplated hereby and thereby.


Section 3.06 Financial Statements.
Buyer has had access to complete copies of Seller’s audited financial statements as of August 31, 2020 in Seller’s Form
10-K annual report filed with the SEC on October 27, 2020, and all of the representations, risk factors, financial information and related
disclosures in Seller’s Registration Statement; the foregoing including, but not limited to Seller’s the balance sheet and
the related statements of income and retained earnings, and cash flow for the years ended August 31, 2019 and 2020 (the “Audited
Financial Statements”), and the related statements of income and retained earnings, stockholders’ equity and cash flow
for the periods then ended. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout
the periods involved, subject to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the
absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial
Statements are based on the books and records of Seller, and fairly present in all material respects the financial condition of Seller
as of the respective dates they were prepared and the results of the operations of seller for the periods indicated. Seller maintains
a standard system of accounting established and administered in accordance with GAAP.


Section 3.07 Filings, Consents
and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make
any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection
with the execution, delivery and performance by the Company of this Agreement, other than: (i) the filings required pursuant to rules
and regulations of the federal securities laws, (ii) the filing with the Commission of the Prospectus, and (iii) such filings as are required
to be made under applicable state securities laws (collectively, the “Required Approvals”).




    	  





    	 



    


Section 3.08 Issuance of the
Shares; Registration. The Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be
duly and validly issued, fully paid and nonassessable, free and clear of all Encumbrances imposed by the Company. The Company has reserved
from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The Company has
prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on November
12, 2020 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have
been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing
or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Preliminary Prospectus or the
Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company,
are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with
the SEC pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this
Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects
to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not misleading; and the Preliminary Prospectus
and the Prospectus and any amendments or supplements thereto, at the time the Preliminary Prospectus and the Prospectus or any amendment
or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the
Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading.


Section 3.09 SEC Reports; Financial
Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company
under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date
hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including
the exhibits thereto and documents incorporated by reference therein, together with the Preliminary Prospectus and the Prospectus, being
collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time
of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports
complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC
Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The
Company was previously a shell company as defined by Rule 144(i), but has since cured its previous shell status by compliance with Rule
144(i)(2). The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect thereto as in effect at




    	  





    	 



    


the time of filing. Such financial
statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis
during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes
thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material
respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations
and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


Section 3.10 Title to Assets.
The Company has good and marketable title in fee simple to all real property owned by it and good and marketable title in all personal
property owned by it that is material to the business of the Company, in each case free and clear of all Encumbrances, except for (i)
Encumbrances as do not materially affect the value of such property and do not materially interfere with the use made and proposed to
be made of such property by the Company and (ii) Encumbrances for the payment of federal, state or other taxes, for which appropriate
reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any
real property and facilities held under lease by the Company are held by it under valid, subsisting and enforceable leases with which
the Company is in compliance. 


Section 3.11 Intellectual Property.
The Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names,
trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use
in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material
Adverse Effect (collectively, the “Intellectual Property Rights”). The Company has not received a notice (written or
otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate
or be abandoned, within two (2) years from the date of this Agreement, except as could not have or reasonably be expected to result in
a Material Adverse Effect. The Company has not received, since the date of the Audited Financial Statements included within the SEC Reports,
a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of
any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. All such Intellectual Property Rights
are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights, except as could not
have or reasonably be expected to result in a Material Adverse Effect. The Company has taken reasonable security measures to protect the
secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.


Section 3.12 Undisclosed Liabilities.
Seller has no material liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown,
absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (”Liabilities”), that would have a
Material Adverse Effect on it, except (a) those which are adequately reflected or reserved




    	  





    	 



    


against in the balance sheet included
in the Audited Financial Statements as of the date of the Audited Financial Statements, and (b) those which have been incurred in the
ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate,
material in amount.


Section 3.13 Sarbanes-Oxley;
Internal Accounting Controls. Except as set forth in the SEC Reports, the Company is in compliance with any and all applicable
requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations
promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. Except as set forth in the
SEC Reports, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions
are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as set forth
in the SEC Reports, the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company
in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified
in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure
controls and procedures of the Company as of the end of the period covered by the most recently filed periodic report under the Exchange
Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the
Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their
evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting
(as such term is defined in the Exchange Act) of the Company that have materially affected, or is reasonably likely to materially affect,
the internal control over financial reporting of the Company.


Section 3.14 Absence of Certain
Changes, Events and Conditions. Since the date of the Audited Financial Statements, and other than in the ordinary course of business
consistent with past practice, there has not been, with respect to the Company, any:


(a) event, occurrence
or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;


(b) amendment
of the charter, by-laws or other organizational documents of the Company;


(c) split, combination
or reclassification of any shares of its capital stock;




    	  





    	 



    


(d) issuance, sale
or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon
conversion, exchange or exercise) any of its capital stock;


(e) declaration
or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition of its
capital stock;


(f) material
change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the
Audited Financial Statements;


(g) material
change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts
receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses,
payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;


(h) entry into
any Contract that would constitute a Material Contract;


(i) incurrence,
assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary
course of business consistent with past practice;


(j) transfer,
assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements;


(k) transfer
or assignment of or grant of any license or sublicense under or with respect to any material Company Intellectual Property or Company
IP Agreements except non-exclusive licenses or sub-licenses granted in the ordinary course of business consistent with past practice;


(l) abandonment
or lapse of or failure to maintain in full force and effect any material Company IP Registration, or failure to take or maintain reasonable
measures to protect the confidentiality or value of any material Trade Secrets included in the Company Intellectual Property;


(m) material damage, destruction
or loss whether or not covered by insurance to its property;


(n) any capital
investment in, or any loan to, any other Person;


(o)  
acceleration, termination, material modification to or cancellation of any material Contract (including,
but not limited to, any Material Contract) to which the Company is a party or by which it is bound;


(p) any material
capital expenditures;


(q) imposition
of any Encumbrance upon any of the Company properties, capital stock or




    	  





    	 



    


assets, tangible or intangible:


(r) (i) grant
of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits
in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for
in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of
any employees for which the aggregate costs and expenses exceed ten thousand dollars ($10,000), or (iii) action to accelerate the vesting
or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant;


(s) hiring or
promoting any person as an officer or director, hiring or promoting any employee except to fill a vacancy in the ordinary course of business;


(t) adoption, modification
or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director,
independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether
written or oral;


(u) any loan
to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors,
officers and employees;


(v) entry into
a new line of business or abandonment or discontinuance of existing lines of business;


(w) adoption
of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions
of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;


(x) purchase,
lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of ten thousand dollars ($10,000);


(y) acquisition
by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business
or any Person or any division thereof;


(z) action by
the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action,
omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any
Tax asset of Buyer in respect of any Post-Closing Tax Period; or


(aa) any Contract
to do any of the foregoing, or any action or omission that would result in any of the foregoing.







    	  





    	 



    


Section 3.15 Material Contracts.



(a) Seller’s Registration Statement
lists all Material Contracts and other material documents currently in force concerning the Company.


(b) Each Material Contract is valid
and binding on the Company in accordance with its terms and is in full force and effect. To Seller’s knowledge, no other party thereto
is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received
any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time
or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit
the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each
Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to
Buyer.


Section 3.16 Litigation. There
is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened
against or affecting the Company, or any of its properties before or by any court, arbitrator, governmental or administrative agency or
regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects
or challenges the legality, validity or enforceability of any of the Agreement or the Shares or (ii) could, if there were an unfavorable
decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any director or officer thereof,
is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim
of breach of fiduciary duty. There has not been and there is not pending or contemplated, any investigation by the Commission involving
the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act.


Section 3.17 Listing and Maintenance
Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no
action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under
the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Except
as set forth in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market
on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance
requirements of such Trading Market. Except as set forth in the SEC Reports, the Company is, and has no reason to believe that it will
not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently
eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current
in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic
transfer.


 




    	  





    	 



    


Section 3.18 No Integrated Offering.
Assuming the accuracy of the Buyer’s representations and warranties set forth in Article IV, 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 of any security or solicited
any offers to buy any security, under circumstances that would cause this offering of the Shares to be integrated with prior offerings
by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of
the Company are listed or designated.


Section 3.19 Compliance With Laws; Permits.
Except as set forth in the SEC Reports, the Company is not : (i) in default under or in violation of (and no event has occurred that
has not been waived that, with notice or lapse of time or both, would result in a default by the Company under), nor has the Company received
notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement
or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been
waived), (ii) in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) or has not
been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign,
federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety
and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.


Section 3.20 Miscellaneous.


(a)  
Seller shall not sell or issue Shares or any other freely tradeable shares of its common stock, at
any price to any party, other than Buyer, including Sellers principals, employees and or vendors, for a period of twenty-one (21) calendar
days, beginning on the date of this agreement hereof.


 


(b)  
Seller has no obligation to convert or exchange any of its outstanding securities into freely tradeable
shares of its common stock, at any price to any party, for a period of twenty-one (21) calendar days beginning on the date of this Agreement
hereof. 


 


ARTICLE IV


REPRESENTATIONS
AND WARRANTIES OF BUYER


Buyer represents and warrants to
Sellers that the statements contained in this Article IV are true and correct as of the date hereof.




    	  





    	 



    


Section 4.01 Organization and Authority
of Buyer. Buyer is a limited partnership duly organized, validly existing and in good standing under the Laws of the state of Delaware.
Buyer has full corporate power and authority to enter into this Agreement and Ancillary Documents to which Buyer is a party, to carry
out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery
by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder
and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly authorized by all requisite
corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and this Agreement constitutes a
legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.


Section 4.02 No Conflicts; Consents.
The execution, delivery and performance by Buyer of this Agreement, the Escrow Agreement and Ancillary Documents to which it is a
party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a
violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents
of Buyer; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer;
or (c) require the consent, notice or other action by any Person under any Contract to which Buyer is a party. No consent, approval, Permit,
Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection
with the execution and delivery of this Agreement, the Escrow Agreement and Ancillary Documents and the consummation of the transactions
contemplated hereby and thereby.


Section 4.03 Investment Purpose.
Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection
with, any distribution thereof (this representation and warranty not limiting such Buyer’s right to sell the Shares pursuant to
the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Buyer acknowledges that the
Shares are registered under the Securities Act by virtue of the effectiveness of the Seller’s Registration Statement by the Commission.
Buyer understands: (i) the risks involved in this investment, including the speculative nature of the investment; (ii) the financial hazards
involved in this investment, including the risk of losing Buyer’s entire investment; and, (iii) the tax consequences of this investment.
Buyer has consulted with Buyer’s own legal, accounting, tax, investment and other advisers with respect to the tax treatment of
an investment by Buyer in the Shares and the merits and risks of an investment in the Shares.


(a)
Buyer Not Affiliated with Company. Buyer, either alone or with
Buyer’s professional advisers (i) are unaffiliated with, have no equity interest in, and are not compensated by, the Seller or any
affiliate or selling agent of the Company, directly or indirectly; (ii) has such knowledge and experience in financial and business matters
that Buyer is capable of evaluating the merits and risks of an investment in the Securities; and (iii) has the capacity to protect Buyer’s
own interests in connection with the Purchaser’s proposed investment in the Securities. 




    	  





    	 



    


(b) Buyer is
an “accredited investor” and “sophisticated investor” within the meaning of Rules 501 and 506(b) of Regulation
D promulgated under the Securities Act.


(c) Without
in any way limiting the representations set forth above, Buyer further agrees not to make any disposition of all or any portion of the
shares of the Shares, except in compliance with applicable securities laws.


Section 4.04 Brokers. No broker,
finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions
contemplated by this Agreement or any Ancillary Document based upon arrangements made by or on behalf of Buyer.


Section 4.05 Sufficiency of Funds.
Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Purchase Price
and consummate the transactions contemplated by this Agreement.


Section 4.06 Legal Proceedings.
There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge
or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances
exist that may give rise or serve as a basis for any such Action.


ARTICLE V


COVENANTS


Section 5.01 Compliance with Securities
Laws. From the date hereof until the termination of the direct offering under Seller’s Registration Statement, Seller shall
take all action including filing Prospectus updates and related SEC filings to comply with Securities Laws governing its Registration
Statement to maintain its effectiveness. Additionally, Seller shall file all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof.


Section 5.02 Further Assurances.
Following the Closing, each of the parties hereto shall, as a material condition of this Agreement, execute and deliver such additional
documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions
hereof and give effect to the transactions contemplated by this Agreement.


Section 5.06 Governmental Approvals
and Consents. Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required
under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained,
all consents, authorizations, orders and approvals from all Governmental


 




    	  





    	 



    



Authorities that may be or become
necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement. Each party
shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders
and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the
receipt of any required consents, authorizations, orders and approvals.


Section 5.07 Furnishing of Information.
Until such time that the Buyer no longer owns Shares, the Company covenants to timely file (or obtain extensions in respect thereof and
file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange
Act even if the Company is not then subject to the reporting requirements of the Exchange Act.


 


Section 5.08 Integration. The Company
shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of
the Securities Act) that would be integrated with the offer or sale of the Shares for purposes of the rules and regulations of any Trading
Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained
before the closing of such subsequent transaction.


 


Section 5.09 Non-Public Information.
Except with respect to the material terms and conditions of the transactions contemplated by the Agreement, which shall be disclosed pursuant
to the federal securities laws, or in connection with providing access to information requested by Buyer, the Company covenants and agrees
that neither it, nor any other Person acting on its behalf will provide Buyer or its agents or counsel with any information that constitutes,
or the Company reasonably believes constitutes, material non-public information, unless prior thereto Buyer shall have consented to the
receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that
Buyer shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company
delivers any material, non-public information to Buyer without Buyer’s consent, the Company hereby covenants and agrees that Buyer
shall not have any duty of confidentiality to the Company or any of its respective officers, directors, agents, employees or Affiliates,
or a duty to the Company or any of its officers, directors, agents, employees or Affiliates not to trade on the basis of, such material,
non-public information, provided that the Buyer shall remain subject to applicable law. To the extent that any notice provided pursuant
to Agreement constitutes, or contains, material, non-public information regarding the Company, the Company shall contemporaneously file
such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that Buyer shall be relying
on the foregoing covenant in effecting transactions in securities of the Company.


 


ARTICLE VI


CONDITIONS TO CLOSING


Section 6.01 Conditions to Obligations
of All Parties. The obligations of each party to




    	  





    	 



    


consummate the transactions contemplated
by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:


(a) The parties shall
have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and
the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date.


(b) No Governmental
Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of
making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions
or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.


(c) No injunction
or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material
transaction contemplated hereby.


Section 6.02 Conditions to Obligations
of Seller. 


(a) The representations
and warranties of Buyer contained in this Agreement, and the Ancillary Documents and any certificate or other writing delivered pursuant
hereto shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as
though made at and as of such date.


(b) Buyer shall have
duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the
Ancillary Documents to be performed or complied with by it prior to or on the Closing Date.


(c) No Action shall
have been commenced against Buyer, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental
Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby.


Section 6.03 Conditions to Obligations
of Buyer. 


(a) The representations
and warranties of Seller contained in this Agreement, and the Ancillary Documents and any certificate or other writing delivered pursuant
hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse
Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect)
on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those
representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that
specified date in all respects).


(b) Seller shall have
duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and the
Ancillary Documents to be performed or complied with by it prior to or on the Closing Date.


(c) To the best of
Seller’s knowledge and belief the offer and sale of the Shares to Buyer pursuant to this Agreement shall be fully registered under
the Securities Act and the qualification


 




    	  





    	 



    


requirements of all other applicable state
securities laws. (d) No Action shall have been commenced against Buyer or Seller which would prevent the Closing. No injunction or restraining
order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated
hereby.


(e) All approvals,
consents and waivers that are contained in the Ancillary documents have been received and executed counterparts thereof shall have been
delivered to Seller and Buyer at or prior to the Closing.


(f) From the date
of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually
or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect to the Company.


ARTICLE VII


INDEMNIFICATION


Section 7.01 Survival. Subject
to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing
and shall remain in full force and effect until the date that is one year from the Closing Date.


Section 7.02 Indemnification. Each
party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other party along with its officers, directors,
employees, and authorized agents, and each Person or entity, if any, who controls such party within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act (an “Indemnified Party”) from and against any Damages, joint or several, and any action
in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation,
breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained
in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or
any post-effective amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement
of a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the Company
files any amendment thereof or supplement thereto with the Commission) or the omission or alleged omission to state therein any material
fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not
misleading, or (iv) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law
or any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as such Damages are incurred, except
to the extent such Damages result primarily from the Indemnified Party’s failure to perform any covenant or




    	  





    	 



    


agreement contained in this Agreement
or the Indemnified Party’s negligence, recklessness or bad faith in performing its obligations under this Agreement; provided, however,
that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising
out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in
reliance upon and in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use
in the Registration Statement, any post-effective amendment thereof or supplement thereto, or any preliminary prospectus or final prospectus
(as amended or supplemented).


Section 7.04 Indemnification Procedures.
The party making a claim under this Article VII is referred to as the “Indemnified Party”, and the party against
whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party”.


(a)
Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person
who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third
Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification
under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event
not later than thirty (30) calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt written
notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying
Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim
in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably
practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate
in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s
expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided,
that if the Indemnifying Party is Seller, such Indemnifying Party shall not
have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person
that is a supplier or customer of the Company, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In
the event that the Indemnifying Party assumes the defense of any Third Party Claim, it shall have the right to take such action as it
deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf
of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel
selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel
shall be at the expense of the Indemnified Party, provided, that if
in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are
different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying
Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of
counsel to the


 




    	  





    	 



    


Indemnified Party in each jurisdiction
for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third
Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails
to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise,
defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party
Claim. Sellers and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party
Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement
of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary
for the preparation of the defense of such Third Party Claim.


(b) Settlement
of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of
any Third Party Claim without the prior written consent of the Indemnified Party. If a firm offer is made to settle a Third Party Claim
without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in
customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third
Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to
that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt
of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability
of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party
fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the
Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the
defense, it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably
withheld or delayed).


(c) Direct Claims.
Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”)
shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not
later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice
shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying
Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable
detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable,
of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt
of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional
advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount
is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying




    	  





    	 



    


Party’s investigation by giving
such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any
accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying
Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which
case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject
to the provisions of this Agreement.


(d) Tax Claims.
Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of
the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.14
hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article III shall
be governed exclusively by Section 3.14(c) of Article III hereof.


ARTICLE VIII


TERMINATION


Section 8.01 Termination. This
Agreement may be terminated at any time prior to the Closing:


(a) by the mutual
written consent of Seller and Buyer;


(b) without further
obligations of any party, if this Agreement is not closed by January 31, 2021;


(b) by Buyer
by written notice to Seller if:


(i) there has
been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Seller pursuant to this
Agreement that would give rise to the failure of any of the conditions specified in this Agreement and such breach, inaccuracy or failure
has not been cured by Seller within ten (10) days of Seller’s receipt of written notice of such breach from Buyer.


(c) by Sellers
by written notice to Buyer if:


(i) there has
been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this
Agreement that would give rise to the failure of any of the conditions specified in Article VI and such breach, inaccuracy or failure
has not been cured by Buyer within [ten] days of Buyer’s receipt of written notice of such breach from Seller; or


 




    	  





    	 



    


(ii) any of the
conditions set forth in Article VI shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by
January 31, 2021, unless such failure shall be due to the failure of Sellers to perform or comply with any of the covenants, agreements
or conditions hereof to be performed or complied with by it prior to the Closing; or


(d) by Buyer
or Seller in the event that (i) there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal
or otherwise prohibited or (ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions
contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable.


Section 8.02 Effect of Termination.
In the event of the termination of this Agreement in accordance with this


Article, this Agreement shall forthwith
become void and there shall be no liability on the part of any party.


ARTICLE IX


MISCELLANEOUS



Section 9.01 Expenses.
Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel,
financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid
by the party incurring such costs and expenses, whether or not the Closing shall have occurred.


Section 9.02 Notices. All
notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have
been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally
recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of
transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours
of the recipient or (d) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested,
postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a
party as shall be specified in a notice given in accordance with this Section 9.02):





 




    	 



    	 



    

If to Seller: Cannabis Global,
Inc.


Attention: Mr. Arman Tabatabaei



520 S. Grand Avenue, Ste. 320


Los Angeles, CA 90071


E-mail:
arman@cannabisglobalinc.com


If to Buyer: Dutchess Capital
Growth Fund L.P.


Attention: Mr. Michael
Novielli


75 Port City Landing, Suite 200


Mount Pleasant, SC 29464


E-mail: mnovielli@dutchesscapital.com


 


Section 9.03 Interpretation. For
purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to
be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,”
“hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. This
Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting
an instrument or causing any instrument to be drafted.


Section 9.04 Headings. The
headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.


Section 9.05 Severability.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision
in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible
in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest
extent possible.


Section 9.06 Entire Agreement.
This Agreement and the Ancillary Documents constitute the sole and entire agreement of the parties to this Agreement with respect
to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written
and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement
and those in the Ancillary Documents, the Exhibits and Disclosure Schedules, the statements in the body of this Agreement will control.


Section 9.07 Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party,
which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations
hereunder.




    	  





    	 



    


Section 9.08 No Third-party
Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns
and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit
or remedy of any nature whatsoever under or by reason of this Agreement.


Section 9.09 Amendment and
Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party
hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by
the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not
expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver.
No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be
construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


Section
9.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. 


(a) This Agreement
shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or
conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction).


(b) ANY LEGAL
SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF CALIFORNIA IN EACH CASE
LOCATED IN THE CITY OF LOS ANGELES AND COUNTY OF LOS ANGELES, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH
COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS
SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY
WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.


(c) EACH PARTY
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT




    	  





    	 



    


IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ANCILLARY DOCUMENTS] OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10(c). IN THE EVENT OF ANY SUCH SUIT,
LEGAL ACTION OR ARBITRATION, THE PARTY OR PARTIES IN FAVOR OF WHOM THE JUDGE OR ARBITRATOR RULES SHALL BE IMMEDIATELY REIMBURSED FOR ALL
OF ITS COSTS AND REASONABLE LEGAL FEES BY THE OTHER PARTY.


Section 9.11 Specific Performance.
The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the
terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which
they are entitled at law or in equity.


Section 9.12 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed
to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


 


[Signature Page Follow]


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: $135,000.00 Issue Date: June 16, 2021


Purchase Price: $135,000.00


 


CONVERTIBLE PROMISSORY NOTE


 


FOR VALUE RECEIVED,
CANNABIS GLOBAL, INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order
of DUTCHESS CAPITAL GROWTH FUND LP, a Delaware limited partnership, or registered assigns (the “Holder”) the sum of
$135,000.00 together with any interest as set forth herein, on June 16, 2022 (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 but shall not
be payable until the Note becomes payable (whether at Maturity Date or upon acceleration or by prepayment). 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:


 


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 III), 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 (as defined in Section 1.2 herein)
(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. For the period beginning on the issue date of the Note and ending one hundred eighty (180) days thereafter (the “Initial
Conversion Period”), the conversion price shall equal the Fixed Conversion Price; and, at any time following the Initial Conversion
Period, the conversion price shall equal the Variable Conversion Price (as defined herein) (subject in each case to equitable adjustments
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 65% multiplied
by the Market Price (as defined herein) (representing a discount rate of 35%). “Market Price” means the average of the two
(2) lowest Trading Prices (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 Variable 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. The “Fixed Conversion Price” shall be Nine Cents ($0.09) per share.


 




    	 



    	 



    

1.3 INTENTIONALLY OMITTED.


 


1.4              
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 eight 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 12,000,000 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.


 


		1.5	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 1.5(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.


 


(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 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 best 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.


 


1.6              
 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).


 


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.


 


 


		1.7	Effect of Certain Events.



 


(a)               
Effect of Merger, Consolidation, Etc. 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.


 


(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.


 


1.8 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 1.8. 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 the date which is ninety (90) days following the Issue Date.

     
	117%
	
    2. The period beginning
    on the date which is ninety- one (91) days following the Issue Date and ending on the date which is one hundred twenty (120) days following
    the Issue Date.

     
	121%
	3. The period beginning on the date which is one hundred twenty-one (121) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date.	128%


 


After the expiration of the
Prepayment Periods set forth above, the Borrower 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.


 


ARTICLE II. 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.


 


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.


 


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 1.8 or upon acceleration), 3.3, 3.4, 3.7, 3.8, 3.10, 3.11, 3.12, and/or 3.13 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. 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 Borrower, to:


 


CANNABIS GLOBAL, INC.


520 S. Grand Avenue, Suite 320


Los Angeles, CA


Attn: Arman Tabatabaei. Chief Executive Officer


Email:
arman@cannabisglobalinc.com




    	 



    	 



    

If to the Holder:


DUTCHESS CAPITAL GROWTH FUND LP


C/O DUTCHESS CAPITAL ADVISORS LLC


75 Port City Landing, Suite 200


Mount Pleasant, SC 29464


Attn: Michael Novielli


Email: mnovielli@dutncesscapital.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 MFN 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.


 


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.


 


4.9              
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.


 


 


[Signature
Page Follow]


 


IN WITNESS WHEREOF, Borrower has
caused this Note to be signed in its name by its duly authorized officer this on June 16, 2021.


 


CANNABIS GLOBAL, INC.


 


By: _____________________


 


Arman Tabatabaei


Chief Executive Officer


 


 




    	 



    	 



    

 


Exhibit A


NOTICE OF CONVERSION


 


The undersigned hereby
elects to convert $ 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., a Nevada corporation (the “Borrower”)
according to the conditions of the convertible note of the Borrower dated as of June 16, 2021 (the “Note”), as of the date
written below. No fee will be charged 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:


 


DUTCHESS CAPITAL GROWTH FUND LP


C/O DUTCHESS CAPITAL ADVISORS LLC


75 Port City Landing, Suite 200


Mount Pleasant, SC 29464


Attn: Michael Novielli


Email: mnovielli@dutncesscapital.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: $____________


 


 


DUTCHESS CAPITAL GROWTH FUND
LP


 


By: ________________________________


Name: Michael Novielli


Title: Managing Partner, Duchess
Capital Advisors LLC


General Partner to: Dutchess
Capital Growth Fund LP


 


Date: ___________________







 


 




    	  





    	 



    


 


 





 


 


 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


 


 


CANNABIS GLOBAL, INC.


By /s/ Arman Tabatabaei     


Name: Arman Tabatabaei


Principal 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