JOINT FILING AGREEMENTJoint Filing Agreement • January 4th, 2024 • Navy Capital Green Management, LLC • Retail-miscellaneous retail
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D/A (including amendments thereto) with regard to the shares of Common Stock of CLS Holdings USA, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of January 3, 2024.
AMENDED AND RESTATED CONVERTIBLE DEBENTURENavy Capital Green Management LLC • May 28th, 2021 • Retail-miscellaneous retail • Nevada
AS DESCRIBED IN THE AMENDED SUBSCRIPTION AGREEMENT, THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS (“BLUE SKY LAWS”). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND AS REQUIRED BY BLUE SKY LAWS IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL SATISFACTORY TO THE BORROWER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND BLUE SKY LAWS.
CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTConvertible Promissory Note Purchase Agreement • October 31st, 2023 • Navy Capital Green Management, LLC • Medicinal chemicals & botanical products • New York
This Convertible Promissory Note Purchase Agreement, dated as of October 6, 2021 (this “Agreement”), is entered into by and among 4Front Ventures Corp., a British Columbia corporation (the “Company”), Navy Capital Green Fund, LP, a Delaware limited partnership (the “Lead Investor”), Navy Capital Green Co-Invest Fund, LLC, a Delaware limited liability company (“Navy Co-Invest”) and HI 4Front, LLC, a Delaware limited liability company (“HI 4Front” and, together with the Lead Investor and Navy Co-Invest, the “Investors”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 8th, 2019 • Navy Capital Green Management LLC • Retail-miscellaneous retail
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the shares of Common Stock of CLS Holdings USA, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of January 10, 2019.
CLS HOLDINGS USA, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • February 8th, 2019 • Navy Capital Green Management LLC • Retail-miscellaneous retail • New York
This Subscription Agreement is made by and between CLS Holdings USA, Inc., a Nevada corporation (the “Company”), and the undersigned person (the “Investor”) who is subscribing hereby for the Company’s securities set forth below. In consideration of the Company’s agreement to sell the securities to the Investor, upon the terms and conditions and based on the disclosure set forth herein, the Investor and the Company agree and represent as follows:
CLS HOLDINGS USA, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • February 8th, 2019 • Navy Capital Green Management LLC • Retail-miscellaneous retail • New York
This Subscription Agreement is made by and between CLS Holdings USA, Inc., a Nevada corporation (the “Company”), and the undersigned person (the “Investor”) who is subscribing hereby for the Company’s securities set forth below. In consideration of the Company’s agreement to sell the securities to the Investor, upon the terms and conditions and based on the disclosure set forth herein, the Investor and the Company agree and represent as follows:
THIRD AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • January 4th, 2024 • Navy Capital Green Management, LLC • 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”).
CONVERTIBLE DEBENTUREConvertible Debenture • February 8th, 2019 • Navy Capital Green Management LLC • Retail-miscellaneous retail • Nevada
Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Subscription Agreement.
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 31st, 2023 • Navy Capital Green Management, LLC • Medicinal chemicals & botanical products • New York
This Amendment No. 1 to Convertible Promissory Note Purchase Agreement (this “Amendment”) is entered into as of October 6, 2023 (the “Effective Date”), by and among 4Front Ventures Corp., a British Columbia corporation (the “Company”) and Navy Capital Green Fund, LP, a Delaware limited partnership (the “Lead Investor”), Navy Capital Green Co- Invest Fund, LLC, a Delaware limited liability company (“Navy Co-Invest”) and HI 4Front, LLC, a Delaware limited liability company (“HI 4Front” and, together with the Lead Investor and Navy Co-Invest, the “Investors”). Reference is made to that certain Convertible Promissory Note Purchase Agreement (the “Purchase Agreement”), dated as of August 6, 2021, by and among the Company and the Investors. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Purchase Agreement. To the extent set forth herein, this Amendment also modifies the terms and conditions of the existing Notes.
THIRD AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • January 4th, 2024 • Navy Capital Green Management, LLC • 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 FUND, LP (“Purchaser”).
THIRD AMENDED AND RESTATED CONVERTIBLE DEBENTURENavy Capital Green Management, LLC • January 4th, 2024 • Retail-miscellaneous retail • Nevada
THIS CONVERTIBLE DEBENTURE IS SUBJECT TO A CONVERTIBLE DEBENTURE SUBSCRIPTION AGREEMENT DATED OCTOBER 25, 2018, AS AMENDED APRIL 15, 2021, AS AMENDED SEPTEMBER 15, 2022, AS AMENDED DECEMBER 29, 2023 (THE “THIRD AMENDED SUBSCRIPTION AGREEMENT”).
JOINT FILING AGREEMENTJoint Filing Agreement • October 31st, 2023 • Navy Capital Green Management, LLC • Medicinal chemicals & botanical products
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the Class A Shares of 4Front Ventures Corp., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of October 30, 2023.
THIRD AMENDED AND RESTATED CONVERTIBLE DEBENTURENavy Capital Green Management, LLC • January 4th, 2024 • Retail-miscellaneous retail • Nevada
THIS CONVERTIBLE DEBENTURE IS SUBJECT TO A CONVERTIBLE DEBENTURE SUBSCRIPTION AGREEMENT DATED OCTOBER 25, 2018, AS AMENDED APRIL 15, 2021, AS AMENDED SEPTEMBER 15, 2022, AS AMENDED DECEMBER 29, 2023 (THE “THIRD AMENDED SUBSCRIPTION AGREEMENT”).
