SUBSCRIPTION AGREEMENT This subscription agreement (this "Subscription Agreement") is dated August 6, 2020, by and between the investor identified on the signature page hereto ("Investor") and Cannabis Global, Inc., a Nevada corporation (the...
Exhibit 10.3
This subscription agreement (this "Subscription Agreement") is dated
August 6, 2020, by and between the investor identified on the signature
page hereto ("Investor") and Cannabis Global, Inc., a Nevada
corporation (the "Company"), whereby the parties agree as follows:
1. Subscription.
(a) Investor agrees to buy, and the Company agrees to sell and issue to
Investor, the number of shares of the Company's common stock, par value
$0.0001 per share (the "Common Stock"), set forth on the signature page
hereto (such shares of Common Stock, the "Shares''), at a price of
$0.10125 per Share, for an aggregate purchase price as set forth on the
signature page hereto (the "Purchase Price").
(b) At Closing (defined below), the Company shall deliver 150,000
registered shares of its Common Stock as an inducement to the Investor
("Inducement Shares'').
(c) The Shares have been registered on the Company's registration
statement on Form S-1 (File No. 333-238974) (the "Registration
Statement'), which has been declared effective by the Securities and
Exchange Commission (the "Commission"), has remained effective since
such date and is effective on the date hereof. The Shares are being
issued in connection with an offering (the "Offering") to be described
in a prospectus supplement, dated (the "Prospectus Supplement'), to the
base prospectus included in the Registration Statement, dated June 5,
2020 (the "Base Prospectus," and together with the Prospectus
Supplement, the "Prospectus"'), which will be delivered to the Investor
in accordance with Rule 172 under the Securities Act of 1933, as
amended (the "Securities Act'). (d) On or before the first business day
after the execution hereof (the "Closing Date"), in accordance with
Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), Investor will provide the Purchase Price
by delivery of immediately available funds to the account designated in
writing by the Company and the Company shall cause the Shares to be
delivered to Investor (the "Closing"). The transfer of the Shares to
the Investor shall be made through the facilities of The Depository
Trust Company's DWAC system in accordance with the instructions set
forth on the signature page attached hereto under the heading "DWAC
Instructions."
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2. Company Representations and Warranties. The Company confirms that
neither it nor any other person acting on its behalf has provided
Investor or their agents or counsel with any information that
constitutes or could reasonably be expected to constitute material,
nonpublic information, except as will be disclosed in the Prospectus
and the Company's press release and Form 8-K filed with the Commission
in connection with the Offering. The Company understands and confirms
that Investor will rely on the foregoing in effecting transactions in
securities of the Company. In addition to and without limiting the
foregoing, the Company represents and warrants that: (a) it has full
right, power and authority to enter into this Subscription Agreement
and to perform all of its obligations hereunder; (b) this Subscription
Agreement has been duly authorized and executed by the Company and
constitutes a valid and binding agreement of the Company enforceable in
accordance with its terms, except as such enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights and remedies of creditors generally; (c) the
execution and delivery of this Subscription Agreement and the
consummation of the transactions contemplated hereby do not conflict
with or result ina breach of (i) the Company's articles of
incorporation or by-laws, or (ii) any agreement or any law or
regulation to which the Company is a party or by which any of its
property or assets is bound; (d) the Shares have been duly authorized
for sale and issuance, and when issued and delivered, will be validly
issued, fully paid and nonassessable; (e) the Registration Statement
and any post- effective amendment thereto filed prior to the date
hereof pursuant to the Securities Act, at the time it became effective,
did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading; (f) the Base Prospectus,
including information incorporated by reference therein (except to the
extent modified or superseded by a later filed document), as of their
respective dates and as of the date hereof, did not contain, and the
Prospectus, including information incorporated by reference therein
(except to the extent modified or superseded by a later filed
document),as of their respective dates and as of the Closing Date, will
not contain, any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading;
and (g) all preemptive rights or rights of first refusal held by
stockholders of the Company and applicable to the transactions
contemplated hereby, if any, have been duly satisfied or waived in
accordance with the terms of the agreements between the Company and
such stockholders conferring such rights.
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Investor Representations, Warranties and Acknowledgments. Investor
represents and warrants that: (a) it has full right, power and
authority to enter into this Subscription Agreement and to perform all
of its obligations hereunder; (b) this Subscription Agreement has been
duly authorized and executed by and constitutes a valid and binding
agreement of Investor enforceable in accordance with its terms, except
as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights and
remedies of creditors generally; (c) the execution and delivery of this
Subscription Agreement and the consummation of the transactions
contemplated hereby do not conflict with or result in a breach of (i)
Investor's certificate of incorporation or by-laws (or other similar
governing documents), or (ii) any material agreement or any law or
regulation to which Investor is a party or by which any of its property
or assets is bound; and (d) prior to the execution hereof, Investor has
had full access to and relied only upon (i) the Base Prospectus,
including information incorporated by reference therein (except to the
extent modified or superseded by a later filed document), and (iii) the
pricing information communicated orally by the Company. Investor has
not relied on any other information from the Company's officers,
directors or agents, and confirms that none of such persons has made
any representations or warranties to Investor or its agents in
connection with the Offering or the Company.
Company Covenants. If this Subscription Agreement is executed by the
parties hereto outside the regular trading hours of the financial
markets in New York City, the Company and Investor agree that the
Company shall, prior to the next opening of the financial markets in
New York City, issue a press release announcing the Offering and
disclosing all material information regarding the Offering, if
reasonably feasible. If this Subscription Agreement is executed by the
parties hereto during the regular trading hours of the financial
markets in New York City, such press release shall be issued prior to
the close of the financial markets on the date hereof, if reasonably
feasible.
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Conditions to the Company's Obligations. The Company's obligation to
issue and sell the Shares to Investor shall be subject to: (a) the
receipt by the Company of the Purchase Price for the Shares being
purchased hereunder as set forth on the signature page hereto and (b)
the accuracy in all material respects of the representations and
warranties made by Investor and the fulfillment of those undertakings
of Investor to be fulfilled prior to the Closing Date.
Conditions to Investor's Obligations. Investor's obligation to purchase
the Shares will be subject to the accuracy in all material respects of
the representations and warranties made by the Company and the
fulfillment of those undertakings of the Company to be fulfilled prior
to the Closing Date. Miscellaneous.
(a) The Company has the right to reject this subscription, in whole or
in part, for any reason and at any time prior to the Closing. In the
event of the rejection of this subscription, the Purchase Price will be
returned to Investor within 24 business hours without interest or
deduction and this Subscription Agreement shall have no force or
effect. The Shares subscribed for herein will not be deemed issued to
or owned by Investor until one copy of this Subscription Agreement has
been executed by the Investor and countersigned by the Company and the
Closing with respect to the Investor's subscription has occurred.
(b) Except as otherwise provided herein, this Subscription Agreement
constitutes the entire understanding and agreement between the parties
with respect to its subject matter and there are no agreements or
understandings with respect to the subject matter hereof which are not
contained in this Subscription Agreement. This Subscription Agreement
may be modified only in writing signed by the parties hereto.
(c) This Subscription Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the
same instrument and shall become effective when counterparts have been
signed by each party and delivered to the other parties hereto, it
being understood that all parties need not sign the same counterpart.
Execution may be made by delivery by facsimile or PDF.
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(d) The provisions of this Subscription Agreement are severable and, in
the event that any court or officials of any regulatory agency of
competent jurisdiction shall determine that any one or more of the
provisions or part of the provisions contained in this Subscription
Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision or part of a
provision of this Subscription Agreement and this Subscription
Agreement shall be reformed and construed as if such invalid or illegal
or unenforceable provision, or part of such provision, had never been
contained herein, so that such provisions would be valid, legal and
enforceable to the maximum extent possible, so long as such
construction does not materially adversely effect the economic rights
of either party hereto.
(e) All communications hereunder shall be in writing and shall be
mailed, hand delivered, sent by a recognized overnight courier service
such as Federal Express, or sent via facsimile or electronic mail, to
the party to whom it is addressed at the following addresses or such
other address as such party may advise the other in writing:
To the Company: as set forth on the signature page hereto. To Investor:
as set forth on the signature page hereto.
All notices hereunder shall be effective upon receipt by the party to
which it is addressed. (f) This Agreement shall be governed by and
interpreted in accordance with the laws of the State of New York for
contracts to be wholly performed in such state and without giving
effect to the principles thereof regarding the conflict of laws. To the
extent determined by such court, the prevailing party shall reimburse
the other party for any reasonable legal fees and disbursements
incurred in enforcement of, or protection of, any of its rights under
this Agreement.
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If the foregoing correctly sets forth our agreement, please confirm
this by signing and returning to us the duplicate copy of this letter.
COMPANY:
By:
Name: Xxxxx Xxxxxxxxxx Title: CEO
Address for Notice:
000 X Xxxxx Xxx #000, xxx Xxxxxxx xx 00000
Fax:
E-mail: xxxxx@xxxxxxxxxxxxxxxxx.xxx Attn: Xxxxx Xxxxxxxxxx
With a copy to:
Facsimile: E. mail: Attn:
The sale of the Shares is being made pursuant to a registration
statement under the Securities Act.
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INVESTOR:
GHS Investments, LLC (name)
—Xxxx Xxxxxx Xxxx Xxxxxx
(name of signatory, if Investor is an entity) Member (title of
signatory, if Investor is an entity)
Address for Notice: 000 Xxxxxxx Xxxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000
Fax: (000) 000-0000 E-mail: Xxxx@XXXXxx.xxx
Attn: Xxxx Xxxxxx Number of Shares: 2,749,017 + 150,000 Inducement
Shares; Total of 2,899,017
Total Purchase Price: $278,337.89
Check one of the following:
as Deliver by DWAC: Vision Financial (Name of DTC Participant) (DTC
Participant Number)
(Account Number) a Deliver by physical certificate.
[Signature Page to Subscription Agreement
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