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);
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”)
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").
