Supplemental Indenture dated December 28, 2028 to Debenture Indenture dated December 12, 2018, as supplemented on March 31, 2021, and as further supplemented on September 15, 2022, by and between the Company and Odyssey Trust Company

BY AND AMONG:

CLS HOLDINGS USA, INC., a corporation governed by the laws of the State of Nevada

(the “Corporation”)

AND:

ODYSSEY TRUST COMPANY, a trust company existing under the laws of the Province of Alberta

(the “Trustee”)

1.

This Supplemental Indenture is supplemental to the Indenture and the Indenture shall henceforth be read in conjunction with this Supplemental Indenture and all the provisions of the Indenture, except only insofar as the same may be inconsistent with the express provisions hereof, shall apply and have the same effect as if all the provisions of the Indenture and of this Supplemental Indenture were contained in one instrument and the terms and expressions used herein shall have the same meaning as is ascribed to the corresponding terms and expressions in the Indenture.

2.

On and after the date hereof, each reference to the Indenture, as amended by this Supplemental Indenture, “this Indenture”, “this indenture”, “herein”, “hereby”, “hereunder”, “hereof” and similar references, and each reference to the Indenture in any other agreement, certificate, document or instrument relating thereto, shall mean and refer to the Indenture as amended hereby. Except as specifically amended by this Supplemental Indenture, all other terms and conditions of the Indenture shall remain in full force and unchanged.

3.

Section 1.1 of the Indenture is amended to add the definition of “CAFDS” as follows:

(a)

additions to property and equipment, net of lease incentives received in such period;

(b)

additions to intangible assets in such period;

(c)

repayment of long-term debt made in such period, excluding the principal amount of Debentures redeemed pursuant to Section 3.9 hereof during such period;

(d)

any payments made with respect to earn-out or similar arrangements existing as of December 31, 2023; and

(e)

any payments otherwise due and payable to the Holders pursuant to the terms of this Indenture;

4.

Section 1.1 of the Indenture is amended to replace the definition of “Conversion Price” with the following:

5.

Section 1.1 of the Indenture is amended to replace the definition of “Interest Payment Date” with the following:

6.

Section 1.1 of the Indenture is amended to replace the definition of “Maturity Date” with the following:

7.

Section 1.1 of the Indenture is amended to add a definition of “Measurement Date” after the definition of “Maturity Date” as follows:

8.

Subsection 2.3(4) of the Indenture is deleted in its entirety and replaced with the following:

9.

Subsection 2.3(5) of the Indenture is deleted in its entirety.

10.

New Section 3.8 of the Indenture is added as follows:

(i)

At any time during the period beginning on December 28, 2023 and ending on December 29, 2023 (the “Put Right Period”) each Holder shall have the right (the “Put Right”), to require the Corporation to redeem, on the date which is not later than four (4) Business Days following the end of the Put Right Period, and

(ii)

During the period commencing on May 31, 2024 and ending on the Maturity Date (the “CAFDS Put Right Period”), the Corporation shall promptly deliver, or cause to be delivered, to the Holders, as of the date of the public filing of the Corporation’s quarterly Form 10-Q or annual Form 10-K in the United States in accordance with Applicable Securities Laws, a notice in writing (a “CAFDS Calculation Notice”) setting forth in reasonable detail, (i) whether or not the Corporation’s CAFDS for such fiscal period exceeds US$750,000.00, and if so, the amount (the “Available Excess Amount”) by which the Corporation’s CAFDS for such fiscal period exceeds US$750,000.00, and (ii) the Corporation’s calculations with respect to such determination. In the event that a CAFDS Calculation Notice delivered to Holders during the CAFDS Put Right Period specifies that the Corporation’s CAFDS in respect of an applicable fiscal period exceeds US$750,000.00, then each Holder shall have the right (the “CAFDS Put Right”), subject to pro ration as provided for in this subsection 3.8(a)(ii), to require the Corporation to redeem, on the date which is not later than 10 Business Days following the date of the applicable CAFDS Calculation Notice (the applicable redemption date, the “CAFDS Put Date”), all or any part of such Holder’s Outstanding Debentures in cash at a redemption price (the “CAFDS Put Price”) equal to the aggregate principal amount of the Debentures being so redeemed (which aggregate amount shall be in denominations of US$1,000 or an integral multiple thereof), plus any accrued and unpaid interest thereon, if any, up to, but excluding, the applicable CAFDS Put Date. The CAFDS Put Right may be exercised by a Holder by delivering to the Trustee written notice of exercise of the CAFDS Put Right not later than 10 Business Days following the date of the applicable CAFDS Calculation Notice (the “CAFDS Put Right Exercise Notice”), in the form of notice attached as Schedule “B” hereto, duly executed by the Holder or their executors or administrators or other legal representatives or their attorney duly appointed by an instrument in writing in form and executed in a manner

(b)

Any exercise of the Put Right or the CAFDS Put Right by a Holder shall be conditional upon, and shall be valid only upon, such Holder delivering to the Trustee, the Put Right Exercise Notice or the CAFDS Put Right Exercise Notice, respectively and as applicable, together with the Debentures with respect to which the applicable right is being exercised, in accordance with Section 3.8.

(c)

In the event that a Holder exercises the Put Right or the CAFDS Put Right, as applicable, in respect of only a part of such Holder’s Debentures, such Holder shall, upon the exercise of the Put Right or the CAFDS Put Right, as the case may be, surrender such Debenture to the Trustee in accordance with Section 3.4, and the Trustee shall cancel the same and shall without charge forthwith Authenticate and deliver to the holder, in accordance with the terms of this Indenture, a new Debenture or Debentures in an aggregate principal amount equal to the unredeemed part of the principal amount of the Debenture so surrendered.

(d)

The Corporation will establish and maintain with the Trustee a payment account for the Debentures redeemed pursuant to this Section 3.8 (the “Put Account”). On or before 12:00 p.m. (Toronto time) not more than four (4) Business Days following the Put Date or CAFDS Put Date, as applicable (such date being the “Put Payment Date”), the Corporation will deliver to the Trustee a certified cheque or wire transfer for deposit in the Put Account in an amount sufficient to pay the cash amount payable in respect of the Debentures to be redeemed pursuant to the Put Right or CAFDS Put Right (which amount, with respect to the CAFDS Put Right only, shall not exceed the Available Excess Amount, and will be less any tax required by law to be deducted). The Trustee, on behalf of the Corporation, will pay to each holder entitled to receive

(e)

Subject to the provisions above in this Section 3.8 in respect of Debentures purchased in part only, all Debentures paid and redeemed under this Section 3.8 shall forthwith be delivered to the Trustee and cancelled and no Debentures shall be issued in substitution therefor.

(f)

The Corporation will comply with all Applicable Securities Laws if the Corporation is required to redeem Debentures pursuant to this Section 3.8.

(g)

If any excess amount in respect of the Available Excess Amount remains after compliance with Subsection 3.8(a)(ii) following the CAFDS Put Date, and after the Corporation has funded the Put Account in respect of the CAFDS Put Right Period pursuant to Section 3.8(d) hereof, the Corporation may use an amount equal to or less than the remaining portion of the Available Excess Amount, if any, for any purpose not prohibited by the terms of this Indenture.

11.

New Subsection 3.9 of the Indenture is added as follows:

(a)

Commencing on March 31, 2025, and continuing to the Maturity Date, in addition to the interest payments payable to each Holder pursuant to Section 2.3 hereof, the Corporation shall redeem (the “Scheduled Redemption”), on each Interest Payment Date (for the purposes of this Section 3.9, the ”Scheduled Redemption Date”), Outstanding Debentures in an aggregate amount equal to US$108,799.73 less (i) the amount of interest paid on such Interest Payment Date, and (ii) an amount equal to amount delivered by the Corporation to the Trustee in respect of Holders exercising CAFDS Put Right, in accordance with Section 3.8(d) hereof, since the immediately preceding Scheduled Redemption Date (as adjusted, the “Scheduled Redemption Amount”), which aggregate amount shall be payable in cash on a pro rata basis to the Holders (which aggregate amount shall be in denominations of US$1,000 or an integral multiple thereof). Any

(b)

In the event that the exercise of the Scheduled Redemption redeems only a part of a Holder’s Debentures, such Holder shall, upon the exercise of the Scheduled Redemption, surrender such Debenture to the Trustee in accordance with Section 3.4, and the Trustee shall cancel the same and shall without charge forthwith Authenticate and deliver to the Holder, in accordance with the terms of this Indenture, a new Debenture or Debentures in an aggregate principal amount equal to the unredeemed part of the principal amount of the Debenture so surrendered.

(c)

The Corporation will establish and maintain with the Trustee a payment account for the Debentures redeemed pursuant to this Section 3.9 (the “Scheduled Redemption Account”). On or before 12:00 p.m. (Toronto time) not more than on Business Day immediately preceding the relevant Scheduled Redemption Date, the Corporation will deliver to the Trustee a certified cheque or wire transfer for deposit in the Scheduled Redemption Account in an amount sufficient to pay the cash amount payable in respect of the Debentures to be redeemed pursuant to the Scheduled Redemption (which amount shall not exceed the Scheduled Redemption Amount, and will be less any tax required by law to be deducted). The Trustee, on behalf of the Corporation, will pay to each Holder entitled to receive payment the principal amount of the Debenture in accordance with Section 3.9, upon surrender of the Debenture at any branch of the Trustee designated for such purpose from time to time by the Corporation and the Trustee. The delivery of such funds to the Trustee for deposit to the Scheduled Redemption Account will satisfy and discharge the liability of the Corporation for the Debentures to which the delivery of funds relates to the extent of the amount delivered (plus the amount of any tax deducted as aforesaid) and such Debentures so redeemed will thereafter to that extent not be considered as outstanding under this Indenture and such Holder will have no other right in regard thereto other than to receive out of the money so delivered or made available the amount to which it is entitled. Interest shall cease to accrue on the Debentures so redeemed upon the Scheduled Redemption Date, provided the Trustee has received, by the Scheduled Redemption Date from the Corporation the Scheduled Redemption Amount.

(d)

Subject to the provisions above in this Section 3.9 in respect of Debentures purchased in part only, all Debentures paid and redeemed under this Section 3.9 shall forthwith be delivered to the Trustee and cancelled and no Debentures shall be issued in substitution therefor.

(e)

The Corporation will comply with all Applicable Securities Laws if the Corporation is required to repurchase Debentures pursuant to this Section 3.9.

(f)

If any Available Excess Amount remains after compliance with Section 3.8(a)(ii) following the CAFDS Put Date and after the Corporation has funded the Put Account in respect of such CAFDS Put Right Period pursuant to Section 3.8(d) hereof, the Corporation may use an amount equal to or less than the remaining portion of the Available Excess amount, if any, for any purpose not prohibited by the terms of this Indenture.

12.

The first paragraph of Schedule 2.2 – Form of Debenture of the Indenture is deleted in its entirety and replaced with the following:

13.

The following provision in Schedule 2.2 – Form of Debenture of the Indenture is deleted in its entirety:

14.

The following provision in Schedule 2.2 – Form of Debenture of the Indenture is deleted in its entirety:

15.

The reference to “December 31, 2023 and December 31, 2024” in the Trustee’s Certificate appended to Schedule 2.2 of the Indenture is replaced with “January 31, 2028.”

16.

References to “December 31, 2023 and December 31, 2024” in Schedule Section 2.26 of the Indenture - Form of Regulation S Rule 904 Transfer Certificate are replaced with “January 31, 2028”.

17.

The Indenture shall be and continue to be in full force and effect, unamended, except as provided herein, and the Corporation hereby confirms the Indenture in all other respects.

18.

This Supplemental Indenture shall be governed by and be construed in accordance with the laws of the Province of Alberta and shall be binding upon the parties hereto and their respective successors and assigns.

19.

This Supplemental Indenture may be simultaneously executed in several counterparts (including by electronic means), each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date set out at the top of the first page of this Supplement Indenture.

Name: Andrew Glashow

Title:  President, Chief Executive Officer and Director

ODYSSEY TRUST COMPANY, as Trustee

Name: Amy Douglas

Title: Authorized Signatory

Name: Rachel Wales

Title: Authorized Signatory