STOCK TRANSFER AGREEMENT
This STOCK TRANSFER AGREEMENT, (this “Agreement”) entered into 31 day of May, 2019
(the “Effective Date”), by and between Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx, on behalf of
Cannabis Suisse Corp. (hereinafter referred to as “Assignor”), and Xxxxxxxx Xxxxxx Xxxxxx,
(hereinafter referred to as “Assignee”). The Assignor and the Assignee may be referred to herein
singularly as a “Party” and collectively as the “Parties”.
W I T N E S S E T H:
WHEREAS, The Assignor is the sole owner of the restricted shares of common stock of
Cannabis Suisse Corp. (“CSUI” or the “Company”).
WHEREAS, The Assignor wishes to assign 10,000,000 restricted shares of the Company
common stock (the “Shares” or “Common Stock”), to the Assignee for a purpose of merger of
Cannabis Suisse LLC into CSUI with CSUI being the surviving entity upon the closure of the
transaction.
WHEREAS, The Assignee desires to convey its corporate rights of Cannabis Suisse LLC to
the Assignor.
NOW, THEREFORE, in consideration of the foregoing and the promises and covenants
contained herein, the sufficiency of which is hereby acknowledged, all parties hereto agree as
follows:
A. TRANSFER OF SECURITIES
1.1.Assignment.
Assignor does hereby assign, convey, transfer and set over unto Assignee and its successors all
right, title and interest of Assignor in and to the Shares, free and clear of all liens, claims, charges
and encumbrances. This is private transaction between the Assignor and Assignee. Assignor does
hereby represent and warrant to Assignee that:
• The Assignor is the sole beneficial owner of the Shares shall transfer to the Assignee the
Agreement shares,
• The Assignor owns the Shares free and clear of all liens, claims, charges and
encumbrances,
• The Assignor has the approval of the Board of Directors of CSUI and the authority to
assign, convey and transfer to Assignee all of Assignor’s right, title and interest in and to
the Shares, and no approval or consent of any person, court or other governmental authority
or agency is required in connection with this Agreement.
1.2. Transfer of Rights
Assignee does hereby assign, convey, transfer and set over unto CSUI and its successors all
100% of right, title and interest of Assignee in and to the assets of Grow Factory, free and clear
of all liens, claims, charges and encumbrances. Assignee does hereby represent and warrant to
Assignor that:
• The Assignee owns the 100% rights and assets of Cannabis Suisse LLC, and Cannabis Suisse
LLC owns 100% rights and assets of Grow Factory free and clear of all liens, claims, charges and
encumbrances, which is being transferred pursuant to this Agreement.
1.3.Consideration.
It is agreed that the Consideration for the Assignment Shares will be for the Assignor retaining
7,400,000 Restricted Common Shares of CSUI, post merger, for purposes of the merger of
Cannabis Suisse LLC, in long standing as such, which will be merged into CSUI immediately
upon this present transaction with the 100% owner of Cannabis Suisse LLC which shall be
acquired as a wholly owned subsidiary of CSUI. As consideration, the Assignor shall retain
7,400,000 common restricted shares of stock of the Company. The Closing on the sale of the
Assignment Shares shall take place and the stock certificate amount from the Assignor shall be
delivered as stated below.
1.4.Ownership Transfer of Current CSUI Operations.
The Assignor recognizes that there are existing operations and business in the current existing
business of Cannabis Suisse LLC. As such concurrently and immediately upon the closing of this
Agreement, all such business operations, assets, contracts, leases, property, accounts receivable,
shall all continue under the ownership of CSUI.
B. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
2.1. Representations and Warranties of Assignor.
The Assignor does hereby represent and warrant to the Assignee as of the Effective Date and as of
the Closing Date the following:
Assignor is a natural person being a resident of Democratic Socialist Republic of Sri Lanka and is
duly qualified to transact business under the laws of each state or other jurisdiction in which the
nature of the activities conducted by Assignor may require such qualification. This present
Agreement and all documents necessary to the complete the Contemplated Transactions executed
or to be executed by Assignor:
• will be duly authorized, executed and delivered by Assignor,
• will be legal, valid and binding obligations of Assignor enforceable against Assignor in
accordance with its terms, or
• will not contravene, conflict with or result in a violation of, or give any Governmental
Authority or other Person the right to challenge the Contemplated Transactions. Assignor
has the full right, power and authority, without the necessity of obtaining the consent or
approval of any other Person, to enter into this Agreement and to perform its obligations
under this Agreement.
2.2.Corporate Organization.
CSUI is a corporation being duly organized, validly existing, and in good standing under the laws
of the state of Nevada. CSUI has all corporate powers to own properties and conduct business and
is duly qualified to do business and in good standing in the State of Nevada and elsewhere (if
required). All actions taken by the incorporators, directors and/or shareholders of CSUI have been
valid and in accordance with the laws of the state of Nevada. CSUI is a fully reporting company
obligated to file reports with the Securities Exchange Commission (“SEC”).
CSUI’s common stock is currently included for quotation on the OTC Markets “Pink Sheets”.
2.3.Capitalization.
The entire authorized capital stock of CSUI consists of 250,000,000 shares of Common Stock,
$0.001 par value, of which 34,500,000 shares of Common Stock are issued and outstanding. CSUI
does not have any preferred shares authorized. All the outstanding shares are fully paid and non-
assessable, free of liens, encumbrances, options, restrictions and legal or equitable rights of others
not a party to this Agreement. Upon Closing, there will be no outstanding subscriptions, options,
rights, warrants, convertible securities, or other agreements or commitments obligating CSUI to
issue or to transfer from treasury any additional shares of its capital stock.
2.4.Execution and Delivery.
Execution and delivery by the Assignor of this Agreement and the consummation by the Assignor
of the Transactions have been duly authorized and approved by the Board of Directors of CSUI.
The Assignor has the approval of the Board of Directors of CSUI to authorize this Agreement and
the Transaction, and no other corporate proceeding or action on behalf of CSUI is necessary for
authorizing this Agreement and the Transactions contemplated herein. This Agreement fully
constitutes a legal, valid and binding obligation of the Assignor, enforceable against the Assignor
in accordance with the terms hereof.
0.0.Xx Conflicts or Consents.
Execution and delivery by the Assignor of this Agreement, does not, and the consummation of
Transactions and compliance with the terms hereof and thereof shall not, conflict with, or result in
any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a
right of termination, cancellation or acceleration of any obligation or to loss of a material benefit
under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person
under, or result in the creation of any Lien upon any of the properties or assets of CSUI under, any
provision of
• CSUI's Bylaws,
• any material Contract to which CSUI is a party or by which any of its properties or assets
is bound or
• subject to the filings and other matters referred to as to any material Judgment or material
Law applicable to CSUI or its properties or assets,
• other than, in the case of clauses mentioned above, any such items that, individually or in
the aggregate, have not had and would not reasonably be expected to have a Material
Adverse Effect.
No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity
is required to be obtained or made by or with respect to CSUI in connection with the execution,
delivery and performance of this Agreement or the consummation of the Transactions, other than
the (A) filing with the SEC of reports under Sections 13 and 16 of the Exchange Act, and (B) filings
under state "blue sky" laws, as each may be required in connection with this Agreement and the
Transactions.
2.6.Provided Information
None information provided or to be provided by CSUI to include or incorporate by reference in
any SEC filing or report contains any untrue or false statement of a material fact or omits to state
any material fact required to be stated therein or necessary in order to make the statements therein,
considering the circumstances they are made upon, not misleading. None of the following matters
exist to impede the transaction:
• any damage, destruction or loss, whether or not covered by insurance, that would have an
Assignee Material Adverse Effect;
• any waiver or compromise by CSUI of a valuable right or of a material debt owed to it;
• any satisfaction or discharge of any lien, claim, or encumbrance or payment of any
obligation by CSUI, except in the ordinary course of business and the satisfaction or
discharge of which would not have an Assignee Material Adverse Effect;
• any material changes to a material Contract by which CSUI or any of its assets is bound or
subject;
• any material changes in any compensation arrangement or agreement with any employee,
officer, director or stockholder;
• any resignation or termination of employment of any officer of CSUI;
• any mortgage, pledge, transfer of a security interest in, or lien, created by CSUI, with
respect to any of its material properties or assets, except liens for taxes not yet due or
payable and liens that arise in the ordinary course of business and do not materially impair
CSUI's ownership or use of such property or assets;
• any loans or guarantees made by CSUI to or for the benefit of its employees, officers or
directors, or any members of their immediate families, other than travel advances and other
advances made in the ordinary course of its business;
• any declaration, setting aside or payment or other distribution in respect of any of CSUI' s
capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of
such stock by CSUI;
• any alteration of CSUI's method of accounting or the identity of its auditors;
• any issuance of equity securities to any officer, director or affiliate, except pursuant to
existing Assignor stock option plans.
2.7. Litigation.
To the best of the knowledge of the Assignor, CSUI is not a party to any claim, suit, action,
arbitration, or legal, administrative or other proceeding, or pending governmental investigation.
To the best knowledge of the Assignor, there is no basis for any such action or proceeding and no
such action or proceeding can be threatened against CSUI. CSUI is not and has never been a party
to or in default with respect to any order, writ, injunction, or decree of any federal, state, local, or
foreign court, department, agency, or instrumentality.
2.8.Compliance with Applicable Laws.
Except as disclosed by CSUI, CSUI is in compliance with all applicable laws, including those
relating to occupational health and safety, the environment, export controls, trade sanctions and
embargoes, except for instances of noncompliance that, individually and in the aggregate, have not
had and would not reasonably be expected to have an Assignee Material Adverse Effect.
2.9.Title.
The Shares will be, at the Closing, free and clear of all liens, security interests, pledges, charges,
claims, encumbrances and restrictions of any kind, except for restrictions on transfer imposed by
federal and state securities laws. None of the Shares are or will be subject to any voting trust or
agreement. No person holds or has the right to receive any proxy or similar instrument with respect
to such Shares. Except as provided in this Agreement, the Assignor are not a party to any
agreement which offers or grants to any person the right to purchase or acquire any of the Shares.
There is no applicable local, state or federal law, rule, regulation, or decree which would, as a result
of the purchase of the Shares by Assignee (and/or assigns) impair, restrict or delay voting rights
with respect to the Shares.
2.10. Contracts.
There are no Contracts that are material to the business, properties, assets, condition (financial or
otherwise), results of operations or prospects of CSUI taken as a whole which is in violation of or
in default under (nor does there exist any condition which upon the passage of time or the giving
of notice would cause such a violation of or default under) any Agreement to which CSUI is a party
or by which it or any of its properties or assets is bound, except for violations or defaults that would
not, individually or in the aggregate, reasonably be expected to result in a Assignee Material
Adverse Effect, except as disclosed by CSUI and to the knowledge of Assignor.
C. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNEE
3.1 Assignee Representations and Warranties.
Assignee hereby represents and warrants to Assignor as of the Effective Date and as of the Closing
Date as follows:
Assignee is a natural person being resident of Republic of Estonia and is duly qualified to engage
in business transactions under the laws of each state or other jurisdiction in which the nature of the
activities conducted by Assignee requires such qualification. This Agreement and all documents
necessary to the complete the Contemplated Transactions executed or to be executed by Assignee
• will be duly authorized, executed and delivered by Assignee,
• will be legal, valid and binding obligations of Assignee enforceable against Assignee in
accordance with its terms, or
• will not contravene, conflict with or result in a violation of, or give any Governmental
Authority or other Person the right to challenge the Contemplated Transactions. Assignee
has the full right, power and authority, without the necessity of obtaining the consent or
approval of any other Person, to enter into this Agreement and to perform its obligations
under this Agreement.
D. CLOSING
4.1 Date of Closing.
Subject to the conditions precedent described herein, the closing of the transaction (“Closing”)
will occur no later than May 31, 2019 (“Closing Date”) or such other date as agreed to in writing
by the parties (in which event the “Closing Date” shall be such agreed date), each in their sole
discretion, at a location mutually agreed upon.
4.2 Closing of the Transaction.
The Closing (the “Closing”) of this transaction for the Shares of Common Stock being assigned to
the Assignee and the 100% rights and assets of Cannabis Suisse LLC, including rights and assets
of Grow Factory being transferred to the Assignor shall occur upon the completion of all the
following conditions:
• all the necessary corporate actions, transfer of documents and assets, debt relief or
repayment of both Cannabis Suisse LLC and Grow Factory, according to Schedule A, if
there are any, on behalf of Cannabis Suisse LLC being the owner of 100% of the assets
and corporate rights of Grow Factory; in case CSUI do not receive 100% of the assets and
corporate rights of Grow Factory, the merger will not be considered completed,
• all of the documents and consideration have been delivered or other arrangements have
been made and agreed to by the Parties.
Such other documentation shall be required but shall not effect the closing of this transaction.
4.3 Documents to be delivered at Closing.
Parties hereby agree that as part of the Closing the following documents, in form reasonably
acceptable to counsel to the parties, and shall be delivered to Assignee:
• stock certificate or certificates, along with stock powers with signature guarantee
acceptable to the Transfer Agent, representing the Shares, endorsed in favor of the name
or names as designated by Assignee or left blank, and such corporate authorizations as
may be required,
• such other documents of Assignor as may be reasonably required by Assignee, if
available.
Parties hereby agree that as part of the Closing the following documents, in form reasonably
acceptable to counsel to the parties, and shall be delivered to Assignor:
• true and correct copies of all of the business and corporate records of Cannabis Suisse
LLC, including but not limited to correspondence files, bank statements, checkbooks,
savings account books, board meetings and director meetings or consents, financial
statements, agreements and contracts;
• such other documents of Cannabis Suisse LLC as may be reasonably required by
Assignee, if available.
E. REMEDIES
5.1 Arbitration.
Any controversy of claim arising out of, or relating to, this Agreement, or the making, performance,
or interpretation thereof, shall be settled by arbitration in Nevada in accordance with the Rules of
the U.S. Arbitration Association then existing, and judgment on the arbitration award may be
entered in any court having jurisdiction over the subject matter of the controversy.
5.2 Termination.
The Assignee may terminate this Agreement, if at the Closing, the Assignor have failed to comply
with all material terms of this Agreement and have failed to supply any documents required by this
Agreement unless they do not exist or have failed to disclose any material facts which could have
a substantial effect on any part of this transaction.
The Assignor may terminate this Agreement, if at the Closing Assignee have failed to provide the
100% rights and assets of Cannabis Suisse LLC, including rights and assets of Grow Factory along
with all and any documents signed and delivered by the representatives.
5.3 Indemnification.
From and after the Closing, the parties, jointly and severally, agree to indemnify the other against
all actual losses, damages and expenses caused by
• any material breach of this Agreement by them or
• any material misrepresentation contained herein or
• any misstatement of a material fact or
• omission to state a material fact required to be stated herein or
• necessary to make the statements herein not misleading.
F. GENERAL PROVISIONS
6.1 Titles.
The article and paragraph headings throughout this Agreement are for convenience and reference
only, and shall in no way be deemed to define, limit, or add to the meaning of any provision of this
Agreement.
6.2 No Oral Change.
This Agreement and any provision hereof, may not be waived, changed, modified, or discharged,
orally, but only by an agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
6.3 Non-Waiver.
Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision
of this Agreement shall be deemed to have been made unless expressly in writing and signed by
the party against whom such waiver is charged;
• the failure of any party to insist in any one or more cases upon the performance of any of
the provisions, covenants, or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future of any such
provisions, covenants, or conditions,
• the acceptance of performance of anything required by this Agreement to be performed
with knowledge of the breach or failure of a covenant, condition, or provision hereof shall
not be deemed a waiver of such breach or failure, and
• no waiver by any party of one breach by another party shall be construed as a waiver with
respect to any other or subsequent breach.
6.4 Entire Agreement.
This Agreement does contain the entire understanding and agreement of the parties with respect
to the subject matters set forth herein or therein, superseding any and all prior agreements, written
or oral, between the parties regarding the same subject matter. Each party to this Agreement
acknowledges that no representations, warranties, covenants, inducements, promises or statements
(whether oral or written) have been made by any party hereto or anyone acting on behalf of any
party hereto which are not embodied herein. Each party hereto agrees that no other agreement,
covenant, representation, warranty, inducement, promise or statement with respect to the subject
matter hereof, if not set forth herein in writing, shall be valid or binding.
6.5 Other Remedies; Specific Performance.
Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party
will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law
or equity upon such party, and the exercise by a party of any one remedy will not preclude the
exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled
to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof in any court of the United States or any state having
jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.
In any action at law or suit in equity to enforce this Agreement or the rights of any of the parties
hereunder, the prevailing party in such action or suit shall be entitled to receive a reasonable sum
for its attorneys’ fees and all other reasonable costs and expenses incurred in such action or suit.
6.6 Binding Effect.
This Agreement shall be binding upon the parties hereto and inure to the benefit of the parties, their
respective heirs, administrators, executors, successors and permitted assigns.
6.7 Effect of Closing.
All agreements, representations, covenants and warranties on the part of the parties contained
herein shall survive the closing of this Agreement and any investigation made at the time with
respect thereto, shall not merge into any of the documents executed and delivered pursuant
hereto, and shall remain enforceable to the fullest extent permitted at law or in equity.
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be
duly executed as of the date first above written.
ASSIGNOR:
ASSIGNEE:
Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx
Xxxxxxxx Merige Xxxxxx
Date: May 31, 2019
Date: May 31, 2019
on behalf of Cannabis Suisse Corp.
______________________________
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