REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2016 • CLS Holdings USA, Inc. • Retail-miscellaneous retail
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2017 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 15, 2017, by and between CLS HOLDINGS USA, INC., a Nevada corporation, with headquarters located at 11767 South Dixie Highway, Suite 115, Miami, FL 33156 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).
8% CONVERTIBLE PROMISSORY NOTE DUE MARCH 18, 2017CLS Holdings USA, Inc. • March 24th, 2016 • Retail-miscellaneous retail • New York
THIS 8% CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued 8% Convertible Promissory Note of CLS Holdings USA Inc., a Nevada corporation (the “Company”), having its principal place of business at 1435 Yarmouth Street, Boulder, Colorado 80304, designated as its 8% Convertible Promissory Note due March 18, 2017 (the “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 24th, 2016 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March [ ], 2016, between CLS Holdings USA Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • April 20th, 2016 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • New York
This Equity Purchase Agreement is entered into as of the 18th day of April, 2016 (this “Agreement”), by and between CLS Holdings USA, Inc., a Nevada corporation (the “Company”), and Old Main Capital, LLC, a Florida limited liability company (the “Investor”).
CLS HOLDINGS USA, INC. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of December 12, 2018Warrant Indenture • December 18th, 2018 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Ontario
WHEREAS in connection with a private placement of Convertible Debentures (as defined herein) by the Corporation, the Corporation is proposing to issue up to 25,559,750 Warrants (as defined herein), pursuant to this Indenture on the Issue Date (as defined herein);
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2016 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 18, 2016, between CLS Holdings USA Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AGENCY AGREEMENTAgency Agreement • June 26th, 2018 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Ontario
The undersigned, Canaccord Genuity Corp., as sole bookrunner (the “Agent”), understands that CLS Holdings USA, Inc. (the “Corporation”) proposes to issue and sell up to 33,333,333 special warrants of the Corporation (the “Special Warrants”) at a price of $0.45 per Special Warrant (the “Issue Price”) on a private placement basis for aggregate gross proceeds of up to $15,000,000.00 (the “Offering”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2018 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 12, 2018, by and between CLS HOLDINGS USA, INC., a Nevada corporation, with headquarters located at 11767 South Dixie Highway, Suite 115, Miami, FL 33156 (the “Company”), and THE PURCHASER OR PURCHASERS IDENTIFIED IN ANNEX A HERETO WITH THE RESPECTIVE ADDRESSES SET FORTH THEREIN (each a “Buyer”, and, collectively, the “Buyers”).
CLS HOLDINGS USA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 29th, 2018 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Nevada
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is dated as of June 28, 2018 by and between CLS Holdings USA, Inc., a Nevada corporation, (the “Corporation”), and David Lamadrid (the “Indemnitee”).
AMENDED AND RESTATED UNSECURED DEBENTURECLS Holdings USA, Inc. • June 5th, 2023 • Retail-miscellaneous retail • Nevada
THIS DEBENTURE IS SUBJECT TO A DEBENTURE SUBSCRIPTION AGREEMENT OF EVEN DATE HEREWITH (THE "SUBSCRIPTION AGREEMENT") AND FORMS A PART OF AN OFFERING BY MAKER OF UP TO $5,500,000 USD IN AGGREGATE DEBENTURES.
AMENDED AND RESTATED CONVERTIBLE DEBENTURECLS Holdings USA, Inc. • April 21st, 2021 • Retail-miscellaneous retail • Nevada
WHEREAS, on October 25, 2018, CLS Holdings USA, Inc, a Nevada corporation (the “Maker”) and Darling Capital, LLC (the “Purchaser”) executed a Subscription Agreement (the “Subscription Agreement”) whereby Purchaser agreed to purchase a Convertible Debenture in the principal amount of $532,000 from Maker (the “Original Debenture”);
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2018 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 11, 2018, by and among CLS HOLDINGS USA, INC., a Nevada corporation (the “Company”), and among YA II PN, LTD., a Cayman Islands exempt company (the “Investor”).
WARRANTWarrant • July 24th, 2018 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • New Jersey
NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE INTO HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS CONFIRMED BY AN OPINION OF COUNSEL IN GENERALLY ACCEPTABLE FORM AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS..
EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2024 • CLS Holdings USA, Inc. • Retail-miscellaneous retail
This Employment Agreement (hereinafter referred to as “Agreement”) is entered into by and between CLS Holdings USA, Inc., a Nevada limited liability company (hereinafter referred to as the “Company”), and Charlene Magee (hereinafter referred to as “Executive”).
LEASE AGREEMENT By and between (LANDLORD) AND CLS Nevada Inc. (TENANT)Lease Agreement • August 31st, 2020 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Nevada
CAM Rate: $0.23 per square foot (total of 2,504 sq. ft) in addition to the monthly base rent. Tenant is also responsible for making sewer payments; which must be paid quarterly.
CLS HOLDINGS USA, INC. and ODYSSEY TRUST COMPANY as TrusteeOdyssey Trust Company • December 18th, 2018 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Ontario
AND: ODYSSEY TRUST COMPANY, a trust company existing under the laws of the Province of Alberta, in its capacity as trustee; (the “Trustee”)
SECURITY AGREEMENTSecurity Agreement • February 4th, 2019 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Massachusetts
THIS SECURITY AGREEMENT (this “Agreement”), dated as of January 29, 2019, is made by CANNASSIST, LLC, a Massachusetts limited liability company (the “Borrower”), with an address at 2131 Washington Street, Boston, MA 02119, in favor of CLS HOLDINGS USA, INC., a Nevada corporation (the “Lender”), with an address at 11767 S. Dixie Highway, Suite 115, Miami, FL 33156.
EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2015 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Florida
This Employment Agreement (hereinafter referred to as “Agreement”) is entered into by and between CLS Holdings USA, INC., a Nevada corporation (hereinafter referred to as the “Company”), and ALAN BONSETT (hereinafter referred to as “Executive”).
SECOND AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • September 21st, 2022 • CLS Holdings USA, Inc. • Retail-miscellaneous retail
THIS SECOND AMENDMENT TO SUBSCRIPTION AGREEMENT (the “Amendment”) is made effective this 15th day of September, 2022 by CLS HOLDINGS USA, INC., a Nevada corporation (“Maker”) in favor of NAVY CAPITAL GREEN FUND, LP (“Purchaser”).
THIRD AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • January 4th, 2024 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Nevada
THIS THIRD AMENDMENT TO SUBSCRIPTION AGREEMENT (the “Amendment”) is made effective this 29th day of December, 2023 by CLS HOLDINGS USA, INC., a Nevada corporation (“Maker”) in favor of NAVY CAPITAL GREEN CO-INVEST FUND, LLC (“Purchaser”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and amongMembership Interest Purchase Agreement • March 15th, 2019 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Massachusetts
This Membership Interest Purchase Agreement (this “Agreement”), dated as of March 11, 2018, is entered into among CannAssist, LLC, a Massachusetts limited liability company (“Seller” or the “Company”), each of the members of the Company set forth on Annex A attached hereto (the “Members”) and David Noble, an individual resident of the Commonwealth of Massachusetts, as the Member Representative (“Member Representative”), and CLS Massachusetts, Inc., a Massachusetts corporation (“Buyer”). The Buyer, the Company, the Members, and the Member Representative are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
AGENCY AGREEMENTAgency Agreement • December 18th, 2018 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Ontario
Canaccord Genuity Corp., as sole bookrunner and lead agent (the "Lead Agent"), and Gravitas Securities Inc. (collectively, with the Lead Agent, the "Agents" and each individually, an "Agent") understands that CLS Holdings USA, Inc. (the "Corporation") proposes to issue and sell up to $40,000,000 aggregate principal amount of 8.0% unsecured convertible debentures of the Corporation (the "Convertible Debentures") at a price of $1,000 per Convertible Debenture (the "Issue Price") on a private placement basis for aggregate gross proceeds of up to $40,000,000.00, subject to the terms and conditions set out below (the "Offering").
LOAN AGREEMENTLoan Agreement • February 4th, 2019 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Massachusetts
THIS LOAN AGREEMENT (the “Agreement”), is entered into as of January 29, 2019, between CANNASSIST, LLC, a Massachusetts limited liability company (the “Borrower”), with an address at 2131 Washington Street, Boston, MA 02119, and CLS HOLDINGS USA, INC., a Nevada corporation (the “Lender”), with an address at 11767 S. Dixie Highway, Suite 115, Miami, FL 33156.
FIFTH AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN CLS HOLDINGS USA INC. AND ALTERNATIVE SOLUTIONS L.L.C.Membership Interest Purchase Agreement • May 21st, 2018 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Nevada
This Fifth Amendment to the Membership Interest Purchase Agreement (this “Amendment”) is made and entered into effective as of 17th day of May 2018, by and between CLS HOLDINGS USA INC., a Nevada Corporation (“Buyer”), and ALTERNATIVE SOLUTIONS L.L.C., a Nevada limited liability company (“Seller”).
WARRANTCLS Holdings USA, Inc. • May 17th, 2018 • Retail-miscellaneous retail • New Jersey
NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE INTO HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS CONFIRMED BY AN OPINION OF COUNSEL IN GENERALLY ACCEPTABLE FORM AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS..
Third Amendment to STANDARD INDUSTRIAL / COMMERCIAL SINGLE-TENANT LEASE - NETCLS Holdings USA, Inc. • August 30th, 2021 • Retail-miscellaneous retail
This Third Amendment to Standard Industrial / Commercial Single Tenant Lease — Net (the “Third Amendment”) is made June 9, 2020 by and between SFC Leasing, LP, a California limited partnership (“Lessor”) and Serenity Wellness Growers, LLC, a Nevada limited liability company (“Lessee”).
CLARIFICATION TO SECOND AMENDMENT TO EMPLOYMENT AGREEMENT FOR EMPLOYEE CHARLENE SOCOEmployment Agreement • May 23rd, 2022 • CLS Holdings USA, Inc. • Retail-miscellaneous retail
This Clarification to Second Amendment to Employment Agreement for employee Charlene Soco (hereinafter referred to as the “Clarification to Second Amendment”) is entered into this 19th day of May, 2022 by and among Alternative Solutions, LLC, a Nevada limited liability company (“Alternative Solutions”), CLS Holdings USA, Inc., a Nevada corporation (“CLS Holdings”), and Charlene Soco (the “Executive”).
AGREEMENT AND PLAN OF MERGEREmployment Agreement • April 30th, 2015 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Florida
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of April 29, 2015, by and among: CLS HOLDINGS USA, INC., a Nevada corporation (“Holdings”); CLS LABS, INC., a Nevada corporation (“CLS Labs”); and CLS MERGER, INC., a Nevada corporation, and a wholly owned subsidiary of Holdings (the “Merger Sub”). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
FIRST AMENDMENT TO SECURED PROMISSORY NOTE AND SECURITY AGREEMENT AND TERMINATION OF MEMBERSHIP INTEREST PURCHASE AGREEMENTSecured Promissory Note and Security Agreement • August 29th, 2019 • CLS Holdings USA, Inc. • Retail-miscellaneous retail
This First Amendment to Secured Promissory Note and Security Agreement and Termination of Membership Interest Purchase Agreement (this “Amendment”) is executed this 26th day of August, 2019 by and among CANNASSIST, LLC., a Massachusetts limited liability company (the “Maker”), and CLS HOLDINGS USA, INC., a Nevada corporation (the “Holder”), and amends that certain Secured Promissory Note in the principal sum of Five Hundred Thousand and 00/100 Dollars ($500,000.00), dated January 29, 2019 (the “Existing Note”), and that certain Security Agreement dated January 29, 2019 (the “Existing Security Agreement”), in both cases executed by Maker in favor of Holder. This Amendment also terminates that certain Membership Interest Purchase Agreement dated as of March 11, 2019 (the “Purchase Agreement”), by and among Maker, each of the members of Maker set forth on Annex A attached thereto (collectively, the “Members”), David Noble as the Member Representative (the “Member Representative”), and CLS
EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2024 • CLS Holdings USA, Inc. • Retail-miscellaneous retail
This Employment Agreement (hereinafter referred to as “Employment Agreement” or “Agreement”) is entered into by and between CLS Holdings USA, Inc., a Nevada corporation (hereinafter referred to as the “Company”), and Andrew Glashow (hereinafter referred to as “Executive”) effective February 1, 2024.
SUBLEASE AGREEMENT between CLS LABS COLORADO, INC., a Florida corporation, (“Landlord”) and PICTURE ROCK HOLDINGS, LLC, a Colorado limited liability company, (“Tenant”)Sublease Agreement • April 30th, 2015 • CLS Holdings USA, Inc. • Retail-miscellaneous retail
THIS SUBLEASE AGREEMENT (the "Lease") is effective as of the 1st day of April, 2015, by and between CLS LABS COLORADO, INC., a Florida corporation ("Landlord") and PICTURE ROCK HOLDINGS, LLC, a Colorado limited liability company (“Tenant”).
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2015 • CLS Holdings USA, Inc. • Retail-miscellaneous retail
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (the “Addendum”) is made and entered into effective as of this 28th day of April, 2015 (the “Effective Date”), by and among CLS Labs, Inc. (“CLS Labs”), Jeffrey I. Binder (the “Executive”), and CLS Holdings USA, Inc. (“CLS Holdings”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT By and Between CLS HOLDINGS USA, INC. (BUYER) and ALTERNATIVE SOLUTIONS, LLC d/b/a OASIS MEDICAL CANNABIS (SELLER) dated as of December 4 , 2017Membership Interest Purchase Agreement • December 7th, 2017 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Nevada
MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of December 4 , 2017, between ALTERNATIVE SOLUTIONS, LLC D/B/A OASIS MEDICAL CANNABIS, a Nevada limited liability company with an address of 1800 S. Industrial Road, #180, Las Vegas, Nevada 89102 (the “Seller”), and CLS HOLDINGS USA, INC., a Nevada corporation with an address of 11767 S. Dixie Highway, Suite 115, Miami, Florida 33156 (the “Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2019 • CLS Holdings USA, Inc. • Retail-miscellaneous retail
This Employment Agreement (hereinafter referred to as “Agreement”) is entered into by and between Alternative Solutions, LLC, a Nevada limited liability company (hereinafter referred to as the “Company”), and Gregg Carlson (hereinafter referred to as “Executive”).
