Exhibit 10.1


 


 


 


EXCHANGE
AGREEMENT


THIS EXCHANGE
AGREEMENT (the “Agreement”), dated as of June 11, 2021 is entered into by and between Cannabis Global, Inc, a Nevada corporation
(the “Company”) and Robert L. Hymers III (the “Holder”). As used herein, the term “Parties”
shall be used to refer to the Company and Holder jointly.


		WHEREAS:	



A.                
That pursuant to the terms of that certain Stock Purchase Agreement dated August
31, 2020, the Holder has the right to receive, from the Company, a series of payments totaling $440,000; and.


The payments
listed above are referred to as the “Annuity”.


B.                
The parties desire to exchange of the Annuity for a new note (a “Note”),
in the amount of $440,000.00.


C.                
The Holder warrants and represents that it is sophisticated and experienced in
acquiring the securities of small public companies that has allowed it to evaluate the risks and uncertainties involved in acquiring said
securities and thereby make an informed investment decision.


NOW THEREFORE
THE PARTIES AGREE AS FOLLOWS:


1.00                     
Exchange of Annuity.
The Parties agree that solely in consideration of the surrender of the Annuity, that:


1.01                     
Issuance of Note. Upon
the following terms and conditions:


		(A)	Note. The Company shall issue to the Holder, and
the Holder shall acquire from the Company, that certain Note dated and issued as June 9, 2021. The Parties further agree that the “Closing”
and the “Closing Date” shall be deemed to occur upon the issuance of the Note as provided by this Section 1.01 (A) of this
Agreement.



		(B)	Delivery of Documents. The Company shall, at the
Closing Date, deliver to the Holder duly executed copies of the Note.



2.00          
Representations of the Company. The
Company hereby makes to the Holder the following representations and warranties as of the date of this Agreement and on each and every
closing date hereafter:


2.01          
Authorization; Enforcement.
The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Note by the
Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part
of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith. This
Agreement and the Note have been duly executed by the Company and, when delivered in accordance with the terms hereof will constitute
the valid and binding obligation of the Company enforceable against the Company in accordance with its terms.






    	  





    	 



    

 


2.02          
No Conflicts. The
execution, delivery and performance of this Agreement and the Note by the Company and the consummation by the Company of the transactions
contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s or any of its subsidiary’s
certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a
default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien or encumbrance
upon any of the properties or assets of the Company or any subsidiary, or give to others any rights of termination, amendment, acceleration
or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument
(evidencing a Company or subsidiary debt or otherwise) or other material understanding to which the Company or any subsidiary is a party
or by which any property or asset of the Company or any subsidiary thereof is bound or affected, or (iii) conflict with or result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority
to which the Company or a subsidiary is subject (including federal and state securities laws and regulations), or by which any property
or asset of the Company or a subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not
have or reasonably be expected to result in a material adverse effect on the Company or its business of financial condition.


2.03          
Filings, Consents and Approvals.
The Company is not required to obtain any approval, consent, waiver, authorization or order of, give any notice to, or make any filing,
qualification or registration with, any court or other federal, state, local, foreign or other governmental authority or other person
or entity in connection with the execution, delivery and performance by the Company of this Agreement, the Note and both of them. No further
approval is required for the issuance or sale of the Note or any shares of Common Stock issuable upon the conversion or exchange of, in
payment of interest on, or otherwise pursuant to the Note (“Underlying Shares”).


2.04          
Issuance and Reservation of Securities.
The Note and the Underlying Shares are duly authorized. Any Underlying Shares, when issued in accordance with the terms of Note, will
be duly and validly issued, fully paid and non-assessable, free and clear of all liens, freely tradable and without any legends thereon.
The Company will, and at all times, reserve from its duly authorized capital stock for issuance upon conversion pursuant to the Note at
least such amount of shares of Common Stock as is equal to no less than three times the amount of Underlying Shares into which
the Note is convertible (without regard to any limitations on ownership or conversion set forth therein).


2.05          
Private Placement.
No registration under the Securities Act of 1933, as amended (the “1933 Act”), is required for the issuance of the Note or
any Underlying Shares in accordance with the terms hereof and thereof.


2.06          
No Inside Information.
Neither the Company nor any Person acting on its behalf has provided the Holder or its counsel with any information that constitutes or
might constitute material, non-public information concerning the Company.


2.07          
Equal Consideration. Except
as otherwise set forth herein, no consideration has been offered or paid to any person to amend or consent to a waiver, modification,
forbearance, exchange or any other action with respect to any provision of the Note Portion.






    	  





    	 



    

 


2.08          
Survival & Delivery of Documents to the Holder.
All of the Company’s warranties and representations contained in this Agreement shall survive the execution, delivery and acceptance
of this Agreement by the Parties hereto and continue for a period of 5 year after the date of this Agreement.


2.09          
Reserved.


2.10          
Reserved.


2.11          
Legal Opinion. The
Company hereby agrees to allow the Holder’s legal counsel to issue a legal opinion to the Holder and the Company’s Transfer
Agent regarding this Agreement and the transactions contemplated hereby, in form and substance reasonably acceptable to said agent and
counsel to the Company, including an opinion that all shares issuable upon conversion of the Note or in payment of interest thereunder)
may be sold pursuant to Rule 144. The Company acknowledges that certificates representing any such shares may be issued without a restrictive
legend as required pursuant to Section 2.04.


2.12          
Public Information. So
long as the Holder owns the Note and/or Underlying Shares, the Company shall timely file (or timely obtain extensions in respect thereof
and file within the applicable grace period) all reports and definitive proxy or information statements required to be filed by the Company
under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and shall not terminate its status as an issuer required
to file reports under the Exchange Act (even if the Exchange Act or the rules and regulations promulgated thereunder would otherwise permit
such termination).


2.13          
Conversion Procedures. The
form of Conversion Notice included in the Note sets forth the totality of the procedures required of a Holder in order to convert Note.
No additional legal opinion or other information or instructions shall be required of the Holder to convert the Note, except as required
under the Securities Act of 1933, as amended. The Company shall honor all conversions of the Note and shall deliver Underlying Shares
in accordance with the terms, conditions and time periods set forth therein to the extent permitted by law.


3.00          
Miscellaneous.


3.01          
Counterparts. This
Agreement may be executed in two or more counterparts and by facsimile signature, delivery of PDF images of executed signature pages by
email or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one
and the same agreement.


3.02          
Effect of Invalidity. If
any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that
it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions
of the Parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the Parties or the practical realization of the
benefits that would otherwise be conferred upon the Parties. The Parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s).






    	  





    	 



    

 


3.03          
Matter of Further Assurances & Cooperation. The
Holder and the Company hereby agree and the Company further agrees that it shall provide further assurances that it will, in the future,
execute and deliver any and all further agreements, certificates, instruments and documents and do and perform or cause to be done and
performed, all acts and things as may be necessary or appropriate to carry out the intent and accomplish the purposes of this Agreement
without unreasonable delay and in no event later than one (1) business after it receives any reasonable written request from the Holder.


3.04          
Successors. The provisions
of this Agreement shall be deemed to obligate, extend to and inure to the benefit of the successors, assigns, transferees, grantees, and
indemnitees of each of the Parties to this Agreement.


3.05          
Integration. This
Agreement, after full execution, acknowledgment and delivery, memorializes and constitutes the entire agreement and understanding between
the parties and supersedes and replaces all prior negotiations and agreements of the Parties, whether written or unwritten with the exception
of the Company's profit sharing plan and any agreements related thereto.


3.06          
Severance.If any
provision of this Agreement is held to be illegal or invalid by a court of competent jurisdiction, such provision shall be deemed to be
severed and deleted; and neither such provision, nor its severance and deletion, shall affect the validity of the remaining provisions.


3.07          
Governing Law. This
Note shall be governed by and construed in accordance


with the internal laws
of the State of California, without giving effect to any of the conflicts of law principles which would result in the application of the
substantive law of another jurisdiction. This Note shall not be interpreted or construed with any presumption against the party causing
this Note to be drafted


3.08          
Consent to Jurisdiction.
Each of the Company and the Holder (i) hereby irrevocably submits to the exclusive jurisdiction of the State of California for the purposes
of any suit, action or proceeding arising out of or relating to this Note and (ii) hereby waives, and agrees not to assert in any such
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding
is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Holder
consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect
for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing in this Section 4.9 shall affect or limit any right to serve process in any other manner permitted by law. Each
of the Company and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this
Note shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.


 






    	  





    	 



    

 




IN WITNESS WHEREOF,
this Agreement is executed as of the date first set forth above.


FOR THE COMPANY:


 


	

CANNABIS
GLOBAL, INC


	 
	 By:     	/s/ Arman Tabatabaei
	 	Arman Tabatabaei
CEO




 


 


	

FOR
THE HOLDER:

ROBERT L. HYMERS III


	 
	 By:     	/s/ Robert L. Hymers III
	 	








 


 





 [SIGNATURE
PAGE TO EXCHANGE AGREEMENT]