0001185185-16-003988 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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8% CONVERTIBLE PROMISSORY NOTE DUE MARCH 18, 2017
CLS 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 AGREEMENT
Securities 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”).

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