Exhibit 10.5


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this
"Agreement") is made and entered into as of October 16, 2015 among Canadian Cannabis Corp., a Delaware corporation
(the "Company"), and Avonlea Ventures Inc., an Ontario corporation ("Investor").


 


WHEREAS, the Company and the Investor
are parties to a Promissory Note, dated as of October 16, 2015 (the "Note") pursuant to which the Investor is
lending to the Company CAD$1,000,000; as a condition to such loan, the Company is required to issue 250,000 shares of Common Stock
of the Company; and


 


WHEREAS, in connection with the consummation
of the transactions, the parties hereto desire to enter into this Agreement in order to grant certain registration rights to the
Investor as set forth below.


 


NOW, THEREFORE, in consideration of the
foregoing and the mutual and dependent covenants hereinafter set forth, the parties hereto agree as follows:


 


	1.	Defined Terms. As used in this Agreement, the following terms shall have the following meanings:




 


"Affiliate" of a
Person means any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, such Person. The term "control" (including the terms "controlling", "controlled
by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.


 


"Agreement" has
the meaning set forth in the preamble.


 


"Board" means the
board of directors (or any successor governing body) of the Company.


 


"Commission" means
the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the
time.


 


"Common Stock" means
the common stock of the Company and any other shares of stock issued or issuable with respect thereto (whether by way of a stock
dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares,
distribution, recapitalization, merger, consolidation, other corporate reorganization or other similar event with respect to the
Common Stock).


 


"Company" has the
meaning set forth in the preamble and includes the Company's successors by merger, acquisition, reorganization or otherwise.


 


"Demand Registration" has
the meaning set forth in Section 2.


 






     


     

    

 


"DTCDRS" has the
meaning set forth in Section 4(f).


 


"Exchange Act" means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


"Governmental Authority" means
any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government
or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental
authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any
arbitrator, court or tribunal of competent jurisdiction.


 


"Investors" has
the meaning set forth in the preamble.


 


"Long-Form Registration" has
the meaning set forth in Section 2.


 


"Person" means an
individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization,
trust, association or other entity.


 


"Piggyback Registration" has
the meaning set forth in Section 3(a).


 


"Piggyback Registration Statement" has
the meaning set forth in Section 3(a).


 


"Prospectus" means
the prospectus or prospectuses included in any Registration Statement (including, without limitation, a prospectus that includes
any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance on Rule 430A
under the Securities Act or any successor rule thereto), as amended or supplemented by any prospectus supplement with respect to
the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other
amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in
such prospectus or prospectuses.


 


"Purchase Agreement" has
the meaning set forth in the recitals.


 


"Registrable Securities" means
(a) the Shares and (b) any shares of Common Stock issued or issuable with respect to any shares described in subsection (a) above
by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with
a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with
respect to the Common Stock.


 


"Registration Date" means
the date on which the Company becomes subject to Section 13(a) or Section 15(d) of the Exchange Act.


 


"Registration Statement" means
any registration statement of the Company, including the Prospectus, amendments and supplements to such registration statement,
including post-effective amendments, all exhibits and all material incorporated by reference in such registration statement.


 






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"Rule 144" means
Rule 144 under the Securities Act or any successor rule thereto.


 


"Securities Act" means
the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


2.            Demand Registration. At any
time six months after the date of this Agreement, Investor may request registration under the Securities Act of all of their Registrable
Securities pursuant to a Registration Statement on Form S-1 or any successor form thereto (each, a "Long-Form Registration").
The Company shall prepare and file with (or confidentially submit to) the Commission a Registration Statement on Form S-1 or any
successor form thereto covering all of the Registrable Securities of Investor within 60 days after the date on which the initial
request is given and shall use its reasonable efforts to cause such Registration Statement to be declared effective by the Commission
as soon as practicable thereafter.


 


	3.	Piggyback Registration.




 


(a)          Whenever the Company proposes to
register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant
to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors
of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement
on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto),
or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the
account of one or more stockholders of the Company and the form of Registration Statement (a "Piggyback Registration Statement")
to be used may be used for any registration of Registrable Securities (a "Piggyback Registration"), the Company
shall give prompt written notice (in any event no later than 20 days prior to the filing of such Registration Statement) to Investor
of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such
registration all Registrable Securities with respect to which the Company has received written requests for inclusion from Investor
within 5 days after the Company's notice has been given to Investor. The Company may postpone or withdraw the filing or the effectiveness
of a Piggyback Registration at any time in its sole discretion.


 


(b)          If a Piggyback Registration is
initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and Investor
in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such registration,
including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering,
exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock
proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to
be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that
the Company proposes to sell; (ii) second, the shares of Common Stock requested to be included therein by Investor; and (iii) third,
the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities,
allocated among such holders in such manner as they may agree.


 






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(c)          If a Piggyback Registration is
initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing
underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed
to be included in such registration or takedown, including all Registrable Securities and all other shares of Common Stock proposed
to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or
that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the
price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i)
first, the shares of Common Stock requested to be included therein by Investor and (ii) second, the shares of Common Stock requested
to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.


 


4.            Registration Procedures. If
and whenever the holders of Registrable Securities request that the offer and sale of any Registrable Securities be registered
under the Securities Act pursuant to the provisions of this Agreement, the Company shall use its reasonable efforts to effect the
registration of the offer and sale of such Registrable Securities under the Securities Act in accordance with the intended method
of disposition thereof, and pursuant thereto the Company shall as soon as reasonably practicable and as applicable:


 


(a)          subject to Section 2, prepare
and file with the Commission a Registration Statement covering such Registrable Securities and use its reasonable efforts to cause
such Registration Statement to be declared effective;


 


(b)          notify Investor, promptly after
the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to
any Prospectus forming a part of such Registration Statement has been filed with the Commission;


 


(c)          furnish to Investor a copy of the
Prospectus included in such Registration Statement (including each preliminary Prospectus) and any supplement thereto (in each
case including all exhibits and documents incorporated by reference therein) and such other documents as Investor may reasonably
request in order to facilitate the disposition of the Registrable Securities;


 






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(d)          notify Investor promptly of any
request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information;


 


(e)          advise Investor promptly after
it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness
of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable
efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order
should be issued;


 


(f)          cooperate with Investor to facilitate
the timely preparation and delivery of certificates representing the Registrable Securities to be sold pursuant to such Registration
Statement or Rule 144 free of any restrictive legends and representing such number of shares of Common Stock and registered in
such names as the holders of the Registrable Securities may reasonably request a reasonable period of time prior to sales of Registrable
Securities pursuant to such Registration Statement or Rule 144; provided, that the Company may satisfy its obligations hereunder
without issuing physical stock certificates through the use of The Depository Trust Company's Direct Registration System (the "DTCDRS");


 


(g)          take no direct or indirect action
prohibited by Regulation M under the Exchange Act; provided, that, to the extent that any prohibition is applicable to the
Company, the Company will take all reasonable action to make any such prohibition inapplicable; and


 


(h)          otherwise use its reasonable efforts
to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.


 


	5.	Indemnification.




 


(a)          The Company shall indemnify and
hold harmless, to the fullest extent permitted by law, Investor and Investor's officers, directors, managers, members, partners,
stockholders and Affiliates, each underwriter, broker or any other Person acting on behalf of Invstor, if any, who controls any
of the foregoing Persons, against all losses, claims, actions, damages, liabilities and expenses, joint or several, to which any
of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, damages,
liabilities or expenses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any
Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities
Act or any successor rule thereto) or any amendment thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus
or free writing prospectus, in light of the circumstances under which they were made) not misleading; and shall reimburse such
Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such
loss, claim, action, damage or liability, except insofar as the same are caused by or contained in any information furnished in
writing to the Company by such holder expressly for use therein or by such holder's failure to deliver a copy of the Registration
Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any
successor rule thereto) or any amendments or supplements thereto (if the same was required by applicable law to be so delivered)
after the Company has furnished such holder with a sufficient number of copies of the same prior to any written confirmation of
the sale of Registrable Securities. This indemnity shall be in addition to any liability the Company may otherwise have.


 






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(b)          In connection with any registration
in which Investor is participating, Investor shall furnish to the Company in writing such information as the Company reasonably
requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify
and hold harmless, the Company, each director of the Company, each officer of the Company who shall sign such Registration Statement,
each underwriter, broker or other Person acting on behalf of the holders of Registrable Securities and each Person who controls
any of the foregoing Persons against any losses, claims, actions, damages, liabilities or expenses resulting from any untrue or
alleged untrue statement of material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing
prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which
they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so
furnished in writing by such holder. This indemnity shall be in addition to any liability the selling holder may otherwise have.


 


(c)          Promptly after receipt by an indemnified
party of notice of the commencement of any action involving a claim referred to in this Section 5, such indemnified party
shall, if a claim in respect thereof is made against an indemnifying party, give written notice to the latter of the commencement
of such action. The failure of any indemnified party to notify an indemnifying party of any such action shall not (unless such
failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party from any liability in respect
of such action that it may have to such indemnified party hereunder. In case any such action is brought against an indemnified
party, the indemnifying party shall be entitled to participate in and to assume the defense of the claims in any such action that
are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to
the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after written notice from the
indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not
be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof;
provided, that, if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable
defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party,
or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder,
or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal
activity, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party
without such indemnified party's prior written consent (but, without such consent, shall have the right to participate therein
with counsel of its choice) and such indemnifying party shall reimburse such indemnified party of such indemnified party for that
portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters covered
by the indemnity provided hereunder. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim,
it shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying
party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between
such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicting
indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities
included in the registration, at the expense of the indemnifying party.


 






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(d)          If the indemnification provided
for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss,
claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability
or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability
or action as well as any other relevant equitable considerations; provided, that the maximum amount of liability in respect
of such contribution shall be limited, in the case of each holder of Registrable Securities, to an amount equal to the net proceeds
(after underwriting fees, commissions or discounts) actually received by such seller from the sale of Registrable Securities effected
pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether
the violation of the Securities Act or any other similar federal or state securities laws or rule or regulation promulgated thereunder
applicable to the Company and relating to action or inaction required of the Company in connection with any applicable registration,
qualification or compliance was perpetrated by the indemnifying party or the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would
not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method or allocation
which does not take account of the equitable considerations referred to herein. No Person guilty or liable of fraudulent misrepresentation
within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation.


 






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6.            Participation in Underwritten
Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees
to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled
hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting arrangements.


 


7.            Termination.
This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding;
provided, that the provisions of Section 6 shall survive any such termination.


 


8.            Notices. All notices, requests,
consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given
(a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized
overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission)
if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the
recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party
as shall be specified in a notice given in accordance with this Section 8).


 






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	If to the Company:	
        Canadian Cannabis Corp.

        100 Rutherford Rd S

        Brampton, Ontario L6W 2J2

        Canada

         

        E-mail:              bward@cdncannabis.com

         

        Attention:       CEO

	 	 
	with a copy to:	
        Thrasher Worth LLC

        5 Concourse Parkway

        Suite 2600

        Atlanta, GA 30328

        USA

         

        E-mail:              gthrasher@thrasherworth.com

         

        Attention:       H. Grady Thrasher

	 	 
	If to Investor	
        Avonlea Ventures Inc.

        15466 The Gore Road

        Caledon, ON L7C 3E5

        Canada

         

        Attention:       Michael Steele

         

        Fax:                  (905) 880-7866

         

        Email:               steeleconsult@aol.com

	 	 
	with a copy to:	
        Norton Rose Fulbright Canada LLP

        Suite 3700

        400 3rd Ave SW

        Calgary AB T2P 4H2

        Canada

         

        Attention:       Marlow Gereluk

         

        Fax:                  (403) 264-5973

         

        Email:               Marlow.Gereluk@nortonrosefulbright.com



 


9.            Entire Agreement. This Agreement
constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein,
and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject
matter.


 






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10.            Successor and Assigns. This
Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted
assigns.


 


11.            No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing
herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy
of any nature whatsoever, under or by reason of this Agreement; provided, however, the parties hereto hereby acknowledge
that the Persons set forth in Section 5 are express third-party beneficiaries of the obligations of the parties hereto set
forth in Section 5.


 


12.            Headings. The headings in
this Agreement are for reference only and shall not affect the interpretation of this Agreement.


 


13.            Amendment, Modification and Waiver.
The provisions of this Agreement may only be amended, modified, supplemented or waived with the prior written consent of the Company
and Investor. No waiver by any party or parties shall operate or be construed as a waiver in respect of any failure, breach or
default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before
or after that waiver. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right,
remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege.


 


14.            Severability. If any term
or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in
any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated
to the greatest extent possible.


 


15.            Remedies. Investor, in addition
to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance
of its rights under this Agreement. The Company acknowledges that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Agreement and the Company hereby agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.


 






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16.            Governing Law; Submission to
Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Georgia
without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be
instituted in the federal courts of the United States or the courts of the State of Georgia in each case located in the city of
Atlanta and County of Fulton, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit,
action or proceeding. Service of process, summons, notice or other document by mail to such party's address set forth herein shall
be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and
unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably
waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.


 


17.            Waiver of Jury Trial. Each
party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult
issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect
of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each party to this Agreement
certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other
party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications
of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this Agreement
by, among other things, the mutual waivers and certifications in this Section 17.


 


18.            Counterparts. This Agreement
may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall be deemed to
be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


19.            Further Assurances. Each
of the parties to this Agreement shall, and shall cause their Affiliates to, execute and deliver such additional documents, instruments,
conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and to
give effect to the transactions contemplated hereby.


 


[SIGNATURE PAGE FOLLOWS]


 






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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the date first written above.


 





	 	Canadian
    Cannabis Corp.
	 	 	 
	 	By	/s/
    Benjamin Ward
	 	 	 
	 	Name:	Benjamin
    Ward
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	Avonlea
    Ventures Inc.
	 	 	 
	 	By	 
	 	 	 
	 	Name:	 
	 	Title:	 




 


Registration
Rights Agreement Signature Page