Exhibit
10.3


 


SECURITIES PURCHASE
AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of April 28, 2022, is entered into by and between CannaPharmaRx,
Inc., a Delaware corporation, (the "Company"), and Tysadco Partners, LLC, a Delaware limited liability company (the "Buyer").


 


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


 


B.       Upon the terms and conditions stated in this Agreement, the Buyer desires to purchase and the Company desires to issue and sell,
upon the terms and conditions set forth in this Agreement (i) twenty-five million (25,000,000) restricted common shares in the Company
("Common Stock") to be delivered to Buyer, via book entry within 7 (seven) calendar days following the 15t Closing
Date and (ii) twenty-five million (25,000,000) restricted common shares in the Company ("Common Stock") to be delivered to Buyer,
via book entry within 7 (seven) calendar days following the 2nd Closing Date. The equivalent common shares will be issued as
Convertible Preferred Stock ("Preferred Stock") with a 4.99% blocker.


 


NOW THEREFORE, the Company and the
Buyer hereby agree as follows:


 


1.       Purchase and Sale. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees
to purchase from the Company one hundred million restricted common shares. (collectively the "Securities").


 


1.1      
Form of Payment. On the Closing Date, (i) the Buyer shall pay the purchase price of $250,000 (the "Purchase Price")
at the 1St Closing (as defined below) and $250,000 (the "Purchase Price") at the 2nd Closing
(as defined below) by wire transfer of immediately available funds to a Company account designated by the Company, in accordance with
the Company's written wiring instructions, against delivery of the Securities, and (ii) the Company shall deliver such duly executed
Securities on behalf of the Company, to the Buyer, against delivery of such Purchase Price.


 


1.2      
Closing Date(s). The date and time of the issuance and sale of the Securities pursuant to this Agreement (the "Closing
Date") for the 1' Closing shall be on or about May X, 2022, or such other mutually agreed upon time. The 2"" Closing
shall be within five days after the filing of the S-1 Registration Statement underlying the Equity Line of Credit. The closings of the
transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Dates at such location as may
be agreed to by the parties.


 


 2.        Buyer's Investment Representations; Governing Law; Miscellaneous. 


 


2.1        Buyer's Investment Representations.




 


(a)      
This Agreement is made in reliance upon the Buyer's representation to the Company, which by its acceptance hereof Buyer hereby
confirms, that the Securities to be received by it will be acquired for investment for its own account, not as a nominee or agent,
and not with a view to the sale or distribution of any part thereof, and that it has no present intention of selling, granting
participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of its
property shall at all times be within its control.


 


(b)       The
Buyer understands that the Securities are not registered under the 1933 Act, on the basis that the sale provided for in this
Agreement and the issuance of securities hereunder is exempt from registration under the 1933 Act pursuant to Section 4(a)(2)
thereof, and that the Company's reliance on such exemption is predicated on the Buyer's representations set forth herein. The Buyer
realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Buyer has in mind merely
acquiring shares of the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market
does not rise. The Buyer does not have any such intention.


 


 


 


 






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(c)       The
Buyer understands that the Securities may not be sold, transferred, or otherwise disposed of without registration under the 1933 Act
or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an available
exemption from registration under the 1933 Act, the Stock must be held indefinitely. In particular, the Buyer is aware that the
Securities may not be sold pursuant to Rule 144 or Rule 701 promulgated under the 1933 Act unless all of the conditions of the
applicable Rules are met. Among the conditions for use of Rule 144 is the availability of current information to the public about
the Company. Such information is not now available, and the Company has no present plans to make such information available. The
Buyer represents that, in the absence of an effective registration statement covering the Securities, it will sell, transfer, or
otherwise dispose of the Securities only in a manner consistent with its representations set forth herein and then only in
accordance with the provisions of Section 5(d) hereof.


 


(d)       The Buyer agrees that in no event will it make a transfer or disposition of any of the Securities (other than pursuant to an effective
registration statement under the 1933 Act), unless and until (i) the Buyer shall have notified the Company of the proposed disposition
and shall have furnished the Company with a statement of the circumstances surrounding the disposition, and (ii) if requested by the
Company, at the expense of the Buyer or transferee, the Buyer shall have furnished to the Company either (A) an opinion of counsel, reasonably
satisfactory to the Company, to the effect that such transfer may be made without registration under the 1933 Act or (B) a "no action"
letter from the Securities and Exchange Commission to the effect that the transfer of such securities without registration will not result
in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto. The Company will
not require such a legal opinion or "no action" letter in any transaction in compliance with Rule 144.


 


(e)       The Buyer represents and warrants to the Company that it is an "accredited investor" within the meaning of Securities
and Exchange Commission Rule 501 of Regulation D, as presently in effect and, for the purpose of Section 25102(f) of the California Corporations
Code, he or she is excluded from the count of "purchasers" pursuant to Rule 260.102.13 thereunder.


 


2.2       Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles
of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement
shall be brought only in the state courts of California or in the federal courts located in San Diego, California. The parties to this
Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any
defense based on lack of jurisdiction or venue or based upon forum non conveniens. In the event that any provision of this Agreement
or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with
such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision of any agreement. 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 Agreement or any other Transaction Document by mailing
a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


2.3       Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party.


 


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


 


2.5       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.


 


 


 


 






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


 


2.7       Notices. Any notice required
or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest
of:


 


2.7.1        the
date delivered, if delivered by personal delivery as against written receipt therefor or by e-mail to an executive officer, or by confirmed
facsimile,


 


2.7.2        the fifth
Trading Day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or


 


2.7.3      
the third Trading Day after mailing by domestic or international express courier, with delivery costs and fees prepaid, in each case,
addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate
by ten (10) calendar days' advance written notice similarly given to each of the other parties hereto):


 


If to the Company, to:


 


CannaPharmaRx, Inc.


ATT: Dominick Colvin, CEO


888 3rd Street SW


Calgary, Alberta T2P5C5


Canada


Email: ncolvin@cannapharmrx.com


 


With Copy to which shall not constitute
notice:


 


Brinen & Associates LLC

90 Broad Street, 2nd FL

New York, NY 10004

Phone: 212-330-8151


 


If to the Buyer:


 


Tysadco Partners, LLC


210 West 77th Street, #7W


New York, NY 10024


E-mail: tysadcopartnersgmail.com


 


2.8       Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Notwithstanding
anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law
or otherwise, in whole or in part, by the Company without the prior written consent of the Buyer, which consent may be withheld at the
sole discretion of the Buyer; provided, however, that in the case of a merger, sale of substantially all of the Company's assets
or other corporate reorganization, the Buyer shall not unreasonably withhold, condition or delay such consent. This Agreement or any
of the severable rights and obligations inuring to the benefit of or to be performed by Buyer hereunder may be assigned by Buyer to a
third party, including its financing sources, in whole or in part, without the need to obtain the Company's consent thereto.


 


 


 


 






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


 


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


 


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


 


2.12       Remedies.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the
intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach
of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of
the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity,
and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this
Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any
bond or other security being required.


 


2.13       Buyer's
Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents on the
Buyer are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy
that the Buyer may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity,
or by statute; and any and all such rights and remedies may be exercised from time to time and as often and in such order as the Buyer
may deem expedient.


 


2.14        Ownership
Limitation. If at any time after the Closing, the Buyer shall or would receive shares of Common Stock, so that the Buyer would, together
with other shares of Common Stock held by it or its Affiliates, own or beneficially own by virtue of such action or receipt of additional
shares of Common Stock a number of shares exceeding 9.99% of the number of shares of Common Stock outstanding on such date (the "Maximum
Percentage"), the Company shall not be obligated and shall not issue to the Buyer shares of Common Stock which would exceed the
Maximum Percentage, but only until such time as the Maximum Percentage would no longer be exceeded by any such receipt of shares of Common
Stock by the Buyer. The foregoing limitations are enforceable, unconditional and non-waivable and shall apply to all Affiliates and assigns
of the Buyer.


 


2.15        No Shorting.
For so long as Investor holds any securities of Company, neither Investor nor any of its Affiliates will engage in or effect, directly
or indirectly, any Short Sale of Common Stock.


 


2.16        Attorneys'
Fees and Cost of Collection. In the event of any action at law or in equity to enforce or interpret the terms of this Agreement or
any of the other Transaction Documents, the parties agree that the party who is awarded the most money shall be deemed the prevailing
party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys' fees and expenses paid
by such prevailing party in connection with the litigation and/or dispute without reduction or apportionment based upon the individual
claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair a court's power.


 


2.17        Execution
by Facsimile or PDF. This Agreement may be executed by facsimile or portable document format, which shall have the same effect and
force as an original signature.


 


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SUBSCRIPTION AMOUNT: FOLLOW-ON
FUNDING


 


	Purchase Price:	$250,000.00




 


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


 


 


 


 


THE COMPANY:



 


CannaPharmRx, Inc.


 


 


By: /s/ Dominick Colvin                                                        


Mr. Dominick Colvin


Chief Executive Officer


 


 


 


 


THE BUYER:


 


Tysadco Partners, LLC


 


By: /s/ Jeffrey Hart                                                              


Mr. Jeffrey Hart


Managing Member


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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