Exhibit 10.1


 


 


 


CULTIVATION
AND SUPPLY AGREEMENT


This CULTIVATION
AND SUPPLY AGREEMENT (this “Agreement”) is made and effective as April


28, 2022, by and between
Cannabis Global, Inc. a Nevada corporation (“Cannabis Global”) and Lemon


Glow Company, Inc.,
a California corporation (“Lemon Glow”), a wholly-owned subsidiary of Sugarmade, Inc., a Delaware Company (“Sugarmade”).


RECITALS


		1.	Cannabis Global owns a majority stake in Natural Plant Extract of California, Inc. (“Natural Plant”)
which operates a licensed cannabis manufacturing operation in Lynwood, California.



		2.	Natural Plant is the parent company of Northern Lights Distribution, a California Corporation that operates
as a licensed cannabis distributor in the State of California. Natural Plant is also located in Lynwood, California.



		3.	Lemon Glow employs a team of experienced staff of cannabis cultivators and alliance resources in Lake
County, California.



		4.	The Parties desire to enter into this Agreement for the purpose of contracting for the cultivation of
licensed cannabis for the 2022 Spring outdoor season whereby Lemon Glow will cultivate cannabis for Cannabis Global, in order for it to
produce and manufacture cannabis products to be distributed by Northern Lights Distribution.



		5.	Additionally, the Parties, as part of this Agreement, outline herein their non-binding projected levels
of cannabis cultivation collaboration for the 2023 and 2024 Spring cannabis cultivation seasons should the Parties seek to plan to enter
into the future cultivation(s) arrangements.



NOW, THEREFORE,
the Parties agree as follows:


1. Cannabis
Cultivation.


		a)	Lemon Glow shall cultivate cannabis for the Spring 2022 cannabis cultivation season, based on specifications
outlined by the Cannabis Global Inc (the “Cultivation”).



		b)	The Cultivation shall be conducted in strict accordance with all regulations put forth by California’s
Department of Cannabis Control, Lake Country, California local regulations and laws, and rules, regulations, and laws of other governmental
entities that may have legal jurisdiction over the Cultivation.



		c)	Lemon Glow shall cultivate only the cannabis strains approved by the Cannabis Global Inc. The initial
two (2) strains are outlined in Appendix A with the Parties expecting to cultivate as many strains as reasonably possible and agreed on.
From time to time, the Parties may add to, delete from, or otherwise modify the list of cannabis strains under mutual agreement.



 






    	1 



    	 



    

 


		d)	Lemon Glow shall present a cultivation, harvest, and processing plan and deliver such a plan to the Cannabis
Global Inc by May 15, 2022 (the “Cultivation Plan”).



		e)	Cultivation shall commence as soon as practical during the Spring of 2022, with the harvest expected to
be scheduled for Mid-October of 2022.



		f)	Cannabis Global Inc intends to purchase twenty-five thousand (25,000) pounds of cannabis cultivated and
harvested under the specifications outlined in the Cultivation Plan (the “Contract Target Amount”).



		g)	Lemon Glow shall execute the Cultivation Plan in order to deliver the Contract Target Amount as outlined
herein.



2. Specific
Details of the Cultivation and Purchase Arrangement.


		a)	The cultivated cannabis shall be grown, harvested, and stored as “Fresh Frozen” cannabis.



		b)	Lemon Glow shall bear the costs to: 1) obtain permits for cultivation, 2) purchase cannabis clones or
seeds, cultivate the cannabis, 3) harvest the cannabis, 4) process the harvested cannabis in a typical industry manner pertaining to Fresh
Frozen cannabis, 5) package the cannabis for frozen storage upon harvest in vacuum sealed bags at the weight of 5 pounds of bucked fresh
frozen flower, and 6) store the Fresh Frozen cannabis for a period of time up to thirty (30) days pending pick up from the cultivation
site by representatives of the Cannabis Global Inc.



		c)	Cannabis Global shall pay Lemon Glow twenty-eight dollars ($28.00) for each pound of Fresh Frozen cultivated
and harvested as outlined in the Cultivation Plan, up to twenty-five thousand (25,000) pounds. Thus, the contract price shall be seven
hundred thousand dollars ($700,000). Title of product shall transfer upon pick up or in the event Lemon Glow provides notice of completion
of 25,000 pounds packaged, whereas Cannabis Global shall have 30 days to arrange for pick up. Upon the 31st day of storage, Cannabis Global
shall then bear the cost of utilities and labor relating to the storage starting from this 31st day. Cannabis Global shall make best effort
to pick up all of 25,000 pounds within 180 days of harvest, all remaining products not picked up by 181 days shall be considered forfeiture
and written off by Cannabis Global. Lemon Glow will take full ownership of the remaining products and have the full right to sell or dispose
of the product at will.



		d)	Cannabis Global Inc shall hold an option to increase the Contract Target Amount by up to an additional
twenty-five percent (25%) anytime within forty-five (45) days after the first harvest of the Cultivated Cannabis.



3. Payment.


Cannabis Global shall
pay Lemon Glow twenty-eight dollars ($28.00) for each pound of Fresh Frozen cultivated, harvested, and delivered, as outlined in the Cultivation
Plan, as follows:






    	2 



    	 



    

 


		a)	Due at Signing, a payment of four hundred thousand dollars ($400,000) - Cannabis Global, Inc. shall issue
Lemon Glow a promissory note in the amount of four hundred thousand dollars ($400,000) (the “Note”). This payment is considered
earned by Lemon Glow as of the Effective Date and is non-refundable. The Note shall bear annual interest at 8% and shall be convertible
to common shares of Cannabis Global anytime ninety days after issuance. The rate at which conversion to common shares will occur is 75%
of the average closing price of Cannabis Global common shares during the ten (10) trading days prior to conversion. Full terms of the
Note and conversion shall be outlined in the Note document, which shall be issued to Lemon Glow within five (5) business days of the Effective
Date. This Due at Signing payment is fully vested, paid for and non-refundable as of the Effective Date. This Due at Signing Payment is
not a downpayment for future delivery, but a non-refundable contract initiation fee.



		b)	In cash, by bank wire, or by check, Cannabis Global Inc shall pay to Lemon Glow the amounts outlined in
Appendix B – Payment Schedule. The final payment scheduled for October 30, 2022 shall be adjusted based on the projected or actual
pounds of Cultivated Cannabis yielded with the price per cultivated and harvest pounds preset at twenty eight dollars ($28.00).



		4.	Non Binding Forecast for Future Spring Cultivation Seasons



The Parties outline
in Appendix C – Non-Binding Forecasts for Future Spring Cannabis Cultivation their non-binding forecasts for cannabis cultivation
under a similar arrangement should the Parties seek to renew or extend this Agreement, or enter into a new or similar agreement.


These forecasts are
non-binding and provided here for planning purposes of the Parties.


		5.	Miscellaneous Provisions



		a)	Lemon Glow warrants it shall have good title, right and authority to sell all of the cannabis, free and
clear of all liens, encumbrances, and restrictions of any kind. The individual signing this



Contract on behalf
of Seller represents that he/she has the authority to do so.


		b)	Lemon Glow agrees to indemnify and save Cannabis Global Inc harmless from any and all liabilities, loss,
cost, fines, penalties, damage, or expense, including without limitation, attorney’s fees, arising out of the performance, nonperformance,
or any breach by Lemon Glow, its employees, crew leaders or subcontractors, of any provision of this Contract.



		c)	Cannabis Global Inc agrees to indemnify and save Lemon Glow Group harmless from any and all liabilities,
loss, cost, fines, penalties, damage, or expense, including without limitation, attorney’s fees, arising out of the performance,
nonperformance, or any breach by Cannabis Global Inc, its employees, crew leaders or subcontractors, of any provision of this Contract.



		d)	This Agreement may not be assigned or transferred without the written consent of both Parties.



 


 






    	3 



    	 



    

 


		e)	This Contract constitutes the entire agreement of the parties hereto and supersedes all prior and contemporaneous
agreements, representations, and understandings of the parties. No waiver of the provisions of this Contract shall be deemed or shall
constitute a waiver of any other provisions, nor shall any waiver constitute a continuing waiver. This Contract may not be supplemented,
altered, modified or amended or otherwise changed except by an instrument in writing signed by the parties hereto. The course of dealing
or course of performance between the parties hereto shall not commit either party to duties or obligations, which are not expressly stated
by this Contract.



		f)	The laws of the State of California will govern this Contract. If any part of this Contract is found to
be void or unenforceable, the provisions herein shall be severable, and those provisions, which are lawful, shall remain in full force
and effect.



		g)	Neither Party hereunder shall be required to perform or be liable for loss or damage suffered by the other
Party if caused by adverse weather conditions; unavoidable casualties; war; hostilities; governmental action or order; delays caused by
governmental authorities or the inability to obtain required governmental approvals; mechanical breakdown, the effect of pandemics, power
failures; civil disorder; acts of God; or other events beyond the Party’s reasonable control, and the date of completion for such
obligation shall be extended (but not excused) by the period of time taken by any such delay. However, in the event that either Party
shall be unable to perform any part of its obligations and duties hereunder, it shall promptly advise the other party of the extent of
its inability to perform. Both Parties agree that the course of action will be mutually agreed upon and will further determine if the
aforementioned event is temporary or permanent. Notwithstanding the foregoing, the Parties shall remain obligated to pay any sums of money
owed by either of them to the other pursuant to this Agreement.



		h)	The Parties and their representatives shall regularly meet and/or discuss all operations under this Agreement.
Such meeting or discussion topics shall include, but not be limited to, cultivation activities, market and quality conditions, shipping
schedules, distribution, adjustments and any circumstances affecting operations hereunder. Any agreements made on required courses of
action shall be documented in writing.



		i)	A Party shall be in default of this Agreement if it shall fail to observe or perform any of the material
covenants, conditions, or provisions of this Agreement to be observed or performed by such Party, and such failure shall continue for
a period of fifteen (15) days after written notice thereof from the other Party; provided, however, that if the nature of the Party’s
default is such that more than fifteen (15) days are reasonably required for its cure, then such Party shall not be deemed to be in default
if it commenced such cure within said fifteen (15) day period and thereafter diligently prosecutes such cure to completion. Upon a default,
the non-defaulting Party shall be entitled to: (a) terminate this Agreement upon written notice to the defaulting Party, (b) obtain equitable
remedies that include, but are not limited to, specific performance, (c) obtain damages, excluding consequential, extraordinary or punitive
damages, all of which are hereby waived, and (d) cure such breach and charge defaulting party for the costs of such cure.



 






    	4 



    	 



    

 


		j)	The Parties agree, unless approved by the other Party, to maintain in confidence all information with
regard to all matters, and/or activities, covered by, relating or undertaken pursuant to this Agreement. This provision shall survive
and shall remain in full force and effect and be binding upon the Parties for three (3) years after the termination of this Agreement.



		k)	There are no oral agreements or representations between the Parties not contained herein. This Agreement
may only be altered or changed by agreement in writing signed by the Parties.



		l)	Any notices required by this Agreement shall be deemed given forty-eight (48) hours after the posting
thereof in the United States mail, first class, certified, postage prepaid, return receipt requested, properly addressed to the party
to be served at the address of such party as follows or at the time of the personal service of such notice. Either party may change its
address for notices by notice to the other party to the addresses well known to the Parties.



		m)	The Parties, except as outlined herein, operate as independent businesses, each acting for its own individual
account and profit and not for any joint business of the Parties. The Parties do not intend to create and are not creating a partnership,
joint venture, syndicate, group, pool, or other unincorporated organization for the purpose of carrying on any joint business or financial
operation. Neither Party shall by this Agreement obtain any rights to the operational control or other proprietary interests of the other
Party’s business, and each Party intends to enter and is entering into this Agreement as a separate business and as an independent
contractor. Neither Party shall be responsible for the actions or agreements of the other Party, nor shall either Party have any authority
to create any obligation of the other. Neither Party shall be responsible for any expenses or losses had by the other Party except as
may be specifically set forth herein.



		n)	This Agreement may be executed in two or more counterparts, each of which shall be deemed original, but
all of which taken together shall constitute one and the same instrument.



		o)	In the event of any claim, dispute or controversy arising out of or relating to this Agreement, including
arbitration or an action for declaratory relief, the prevailing party, after all appeal rights have been exhausted, shall be entitled
to recover its court costs and reasonable out-of-pocket expenses, including, but not limited to, phone calls, photocopies, expert witnesses,
travel, etc., and reasonable attorneys’ fees to be fixed by the arbitrator or court. Such recovery shall include court costs, out-of-pocket
expenses and attorneys’ fees on appeal, if any. The arbitrator or court shall determine who is the “prevailing party,”
but only if the dispute or controversy represents a final judgment.



		p)	If any provision of this Agreement, or its application to any circumstance, is held by a court of competent
jurisdiction to be invalid or unenforceable, then all other provisions of this Agreement will continue in full force and effect and a
suitable and equitable provision will be substituted for the invalid or unenforceable provision in order to carry out, so far as may be
practical and permitted under applicable law, the purpose of this Agreement.



		q)	Headings in this Agreement are for the convenience of the Parties and do not affect the meaning of this
Agreement. Exhibits referred to in this Agreement are incorporated herein, whether or not attached. This Agreement has been negotiated
by the Parties and shall be interpreted in a fair and



 






    	5 



    	 



    

reasonable manner,
and not for or against either Party based on which drafted this Agreement or any provision hereof. The word “including” means
“including without limitation”.


In
Agreement:


For
the Lemon Glow Company, Inc.:


 


/s/
Jimmy Chan  


Name:
Jimmy Chan


Date:
4-28-2022


 


For
Cannabis Global, Inc.


 


/s/
Arman Tabnatabaei    


 


Name:
Arman Tabatabaei, CEO


 


Date:
4-28-2022


(end)


 






    	 



    	 



    

 


APPENDIX A – SELECTED CANNABIS
STRAINS FOR CULTIVATION


		1)	GMO - GMO - An indica-dominant hybrid
strain.



		2)	THC-V CHEMOVAR – A THC-V chemovar
to be determined and to be selected andapproved by the Parties prior to cultivation.



		3)	To be determined by mutual agreement.



		4)	To be determined by mutual agreement.



		5)	To be determined by mutual agreement.



		6)	To be determined by mutual agreement.



		7)	To be determined by mutual agreement.



		8)	To be determined by mutual agreement.



		9)	To be determined by mutual agreement.



		10)	To be determined by mutual agreement.



 






    	 



    	 



    

APPENDIX B – PAYMENT SCHEDULE


	May 30, 2022	$40,000
	June 30, 2022	$40,000
	July 30, 2022	$40,000
	August 30, 2022	$40,000
	September 30, 2022	$40,000
	October 30, 2022 (1)	$100,000


(1) The October
payment listed above is the targeted amount.


The final October
payment will be determined by the actual


Cultivated Cannabis
delivered as outlined in Section 3, paragraph b.


 






    	 



    	 



    






APPENDIX C – NON-BINDING CANNABIS
CULTIVATION FORECAST


	STRAIN	 	 	
    SPRING PLANTING

    2023
	SPRING PLANTING 2024
	 	 	 	PROJECTED POUNDS	PROJECTED POUNDS
	
     

    GMO
	 	 	10,000	
     

    18,000

	THC-V CHEMOVAR	 	 	15,000	20,000
	STRAIN THREE	 	 	10,000	13,500
	STRAIN FOUR	 	 	10,000	13,500
	STRAIN FIVE	 	 	10,000	13,500
	STRAIN SIX	 	 	10,000	13,500
	STRAIN SEVEN	 	 	6,000	10,000
	STRAIN EIGHT	 	 	6,000	10,000
	STRAIN NINE	 	 	TBD	TBD
	
    STRAIN TEN

     
	 	 	TBD	
    TBD

     

	TOTAL ESTIMATED	 	 	77,000	112,000