EXECUTION VERSION AGENCY AGREEMENT December 12, 2018 CLS Holdings USA, Inc. 11767 South Dixie Highway, Suite 115 Miami, Florida 33156 USA Attention: Jeff Binder, Chairman and CEO Dear Sirs/Mesdames:Agency Agreement • May 5th, 2020 • Ontario
Contract Type FiledMay 5th, 2020 JurisdictionCanaccord 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").
AGENCY AGREEMENTAgency Agreement • December 18th, 2018 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Ontario
Contract Type FiledDecember 18th, 2018 Company Industry JurisdictionCanaccord 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").