Exhibit 10.63 


 


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: /s/
Arman Tabatabaei


 


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: ___________________