EXHIBIT 10.6


 


CANCELLATION AND TRANSFER AGREEMENT


 


This CANCELLATION
AND TRANSFER AGREEMENT (this “Agreement”), dated August 13, 2015 (the “Effective Date”),
is entered into by and among (the “Company”), TABACALERAYSIDRON, INC., a Nevada corporation, (the
“Company”), and RAMON TEJEDA, individually (the “Canceling Party”). The Company
and Canceling Party are also hereinafter individually and jointly referred to as “P(p)arty” and/or “P(p)arties”.


 


RECITALS


 


WHEREAS, as
of the date hereof, the Canceling Party is the owner of 28,175,000 shares of the Company’s commons stock, par value $0.0001
per share (the “Cancelled Shares”), and the Company is the owner of all of the issued and outstanding shares
of Epicurean Cigars, Inc., a Nevada corporation and wholly owned subsidiary of the Company (“Epicurean Shares”);
and


 


WHEREAS, concurrently
herewith, the Parties and Mount Tam Biotechnologies, Inc., a Delaware corporation (“Mount Tam”), are entering
into a Share Exchange and Conversion Agreement (the “Exchange Agreement”), pursuant to which Mount Tam will
become a wholly owned subsidiary of the Company; and


 


WHEREAS, it
is a condition precedent to the consummation of the Exchange Agreement that the Canceling Party will enter into this Agreement,
which will effectuate the cancellation of the Cancelled Shares and the transfer of the Epicurean Shares as well as a payment of
$30,000 to the Canceling Party; and


 


WHEREAS, the
Canceling Party is entering into this Agreement to, amongst other things, induce Mount Tam to enter into the Exchange Agreement
and the Canceling Party acknowledges that Mount Tam would not consummate the transactions contemplated by the Exchange Agreement
unless the transactions contemplated hereby are effectuated in accordance herewith.


 


AGREEMENT


 


In consideration of
the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereto agree as follows:


 


1.              Cancellation
of Cancelled Shares. On the Effective Date, the Canceling Party will deliver to the Company the necessary documentation for
the cancellation of the stock certificates representing the Cancelled Shares, along with duly executed medallion guaranteed stock
powers covering the Cancelled Shares (or such other documents acceptable to the Company’s transfer agent) and hereby
irrevocably instructs the Company and the Company’s transfer agent to cancel the Cancelled Shares such that the Cancelled
Shares will no longer be outstanding on the stock ledger of the Company and such that the Canceling Party shall no longer have
any interest in the Cancelled Shares whatsoever. The Company shall immediately deliver to the Company’s transfer agent irrevocable
instructions providing for the cancellation of the Cancelled Shares.


 




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2.             Consideration
for Share Cancellation.  At the Closing, as consideration for the cancellation of the Cancelled Shares by the Canceling Party,
the Company shall deliver to the Canceling Party (a) the certificate or certificates representing the Epicurean Shares, duly endorsed
to Canceling Party or as directed by Canceling Party, which delivery shall vest Canceling Party with good and marketable title
to all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens and encumbrances, and
(b) $30,000 in readily available funds to an account designated by Canceling Party.


 


3.             Effective
Date. This Agreement shall become effective upon the execution of this Agreement. The transactions to occur at such place and
time with respect to this Agreement are referred to herein as the “Closing”.


 


4.             Waiver.
At and subsequent to the Closing, the Canceling Party hereby waives any and all rights and interests she has, had or may have with
respect to the Cancelled Shares.


 


5.             Representations
by the Canceling Party. (a) The Canceling Party owns the Cancelled Shares of record and beneficially free and clear of all
liens, claims, charges, security interests, and/or encumbrances of any kind whatsoever. The Canceling Party has sole control over
the Cancelled Shares and/or sole discretionary authority over any account in which they are held. Except for this Agreement, no
person/entity has any option or right to purchase or otherwise acquire the Cancelled Shares, whether by contract of sale or otherwise,
nor is there a “short position” as to the Cancelled Shares.


 


(b)
          The Canceling
Party has full right, power and authority to execute, deliver and perform this Agreement and to carry out the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by the Canceling Party and constitutes a valid, binding
obligation of the Canceling Party, enforceable against it in accordance with its terms (except as such enforceability may be
limited by laws affecting creditor's rights generally). 


 


(c)
          Canceling
Party represents and warrants that it has the requisite authority and capacity to enter into this Agreement, as well as carry out
the terms/conditions referenced herein. Additionally, Canceling Party represents and warrants that its compliance with the terms
and conditions of this Agreement and will not violate any instrument relating to the conduct of its business, or any other agreement
which it may be a party, or any Federal and State rules or regulations applicable to either Party.


 


6.            Representations
and Warranties of the Company. The Company represents and warrants to Canceling Party as of the date hereof as follows:


 


(a)          Corporate
Authorization; Enforceability. The execution, delivery and performance by the Company of this Agreement are within the corporate
powers and have been, duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly
executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company
in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable
principles.


 




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(b)          Governmental
Authorization. The execution, delivery and performance by the Company of this Agreement requires no consent, approval, order,
authorization or action by or in respect of, or filing with, any governmental authority.


 


(c)          Non-Contravention;
Consents. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions
contemplated hereby do not (i) violate the articles of incorporation or bylaws of the Company, or (ii) violate any applicable law
or order.


 


7.             Further
Assurances. Each Party to this Agreement will use its best efforts to take all action and to do all things necessary, proper,
or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including the execution
and delivery of such other documents and agreements as may be necessary to effectuate the cancellation of the Cancelled Shares
and the transfer of the Epicurean Shares).


 


8.              Entire
Agreement; Amendments. This Agreement contains the entire understanding of the Parties with respect to the matters covered
herein and therein and, except as specifically set forth herein, neither the Company nor the Canceling Party makes any representation,
warranty, covenant or undertaking with respect to such matters. No amendment, modification, termination or waiver of any provision
of this Agreement, and no consent to any departure therefrom, shall in any event be effective unless the same shall be in writing
and signed by both Parties. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose
for which it was given.


 


9.             Survival
of Agreements, Representations and Warranties, etc. All representations and warranties contained herein shall survive the execution
and delivery of this Agreement. 


 


10.           Successors
and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Parties and their respective successors
and assigns. 


 


11.           Governing
Law. This Agreement and the obligations, rights and remedies of the Parties hereto are to be construed in accordance with and
governed by the laws of the State of Delaware, with any action/dispute concerning this Agreement to be venued in the City of Los
Angeles, County of Los Angeles.


 


12.           Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 


13.            Miscellaneous.
This Agreement embodies the entire agreement and understanding between the Parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof. If any provision of this Agreement shall be held invalid or unenforceable
for whatever reason, the remainder of this Agreement shall not be affected thereby and every remaining provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law. This Agreement may be executed in any number of counterparts
and by the Parties hereto on separate counterparts but all such counterparts shall together constitute but one and the same instrument.



 




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[Signature page follows]


 


IN WITNESS WHEREOF,
the Parties hereto have executed this Agreement as of the date first above written.


 








	 	TABACALERAYSIDRON, INC.,	 
	 	a Nevada corporation	 
	 	 	 
	 	By:	              	 
	 	Name: Ramon Tejeda	 
	 	Title: President	 
	 	 	 	 
	 	By:	 	 
	 	RAMON TEJEDA, Individually	 
	 	 	 	 




 



















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