STOCK TRANSFER AGREEMENT

This STOCK TRANSFER AGREEMENT, (this “ Agreement ” ) entered into 31 day of May, 2019

(the   “ Effective  Date ” ),  by  and  between  Suneetha  Nandana  Silva  Sudusinghe,  on  behalf  of

Cannabis  Suisse  Corp.  (hereinafter  referred  to  as   “ Assignor ” ),  and  Cecillia  Merige  Jensen,

(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. R epresentations 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.

2.5.No 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:

 

 

Suneetha Nandana Silva Sudusinghe

Cecillia Merige Jensen

Date: May 31, 2019

Date: May 31, 2019

on behalf of Cannabis Suisse Corp.

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