Common use of FORM OF NOTICE OF CONVERSION Clause in Contracts

FORM OF NOTICE OF CONVERSION. TO: CLS HOLDINGS USA, INC. (the “Corporation”) c/o Odyssey Trust Company Stock Exchange Tower 350 – 300 0xx Xxx XX Xxxxxxx, Xxxxxxx, X0X 0X0 Note: All capitalized terms used herein have the meaning ascribed thereto in the indenture (the “Indenture”) dated as of December 12, 2018 between the Corporation and Odyssey Trust Company, as trustee, unless otherwise indicated. The undersigned registered holder of 8.0% Unsecured Convertible Debentures (the “Debentures”) irrevocably elects to convert such Debentures (or $ principal amount thereof*) in accordance with the terms of the Indenture referred to in such Debentures and tenders herewith the Debentures, and, if applicable, directs that the Common Shares and Warrants of the Corporation issuable upon a conversion be issued and delivered to the person indicated below. (If Common Shares and Warrants are to be issued in the name of a person other than the holder, all requisite transfer taxes must be tendered by the undersigned). (Name of Registered Holder) (Signature of Registered Holder) * If less than the full principal amount of the Debentures, indicate in the space provided the principal amount (which must $1,000 integral multiples thereof).

FORM OF NOTICE OF CONVERSION. TO: CLS HOLDINGS USA, C21 INVESTMENTS INC. (the “"Corporation”") c/o Odyssey Alliance Trust Company Stock Exchange Tower 350 – 300 000 - 0xx Xxx XX XxxxxxxXxxxxx X.X., XxxxxxxXxxxx 0000 Calgary, X0X 0X0 Alberta T2P 2Y3 Attention: Securities Department Facsimile: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxxxxx.xx Note: All capitalized terms used herein have the meaning ascribed thereto in the indenture (the “"Indenture”") dated as of December 12May 6, 2018 2024 between the Corporation and Odyssey Alliance Trust Company, as trustee, unless otherwise indicated. The undersigned registered holder Holder of 8.012.0% Unsecured Convertible Debentures (the “"Debentures”") irrevocably elects to convert such Debentures (or $ principal amount thereof*) in accordance with the terms of the Indenture referred to in such Debentures and tenders herewith the Debentures, and, if applicable, directs that the Common Shares and Warrants of the Corporation issuable upon a conversion be issued and delivered to the person indicated below. (If Common Shares and Warrants are to be issued in the name of a person other than the holderHolder, all requisite transfer taxes must be tendered by the undersigned). (Name of Registered Holder) (Signature of Registered Holder) * If less than the full principal amount of the Debentures, indicate in the space provided the principal amount (which must $1,000 integral multiples thereof).

FORM OF NOTICE OF CONVERSION. TO: CLS HOLDINGS USA, C21 INVESTMENTS INC. (the “Corporation”) c/o Odyssey Alliance Trust Company Stock Exchange Tower 350 – 300 000 - 0xx Xxx XX Xxxxxx X.X., Xxxxx 0000 Xxxxxxx, Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Securities Department Facsimile: 403-237-6181 Email: xxxxxxxxx@xxxxxxxxxxxxx.xx Note: All capitalized terms used herein have the meaning ascribed thereto in the indenture (the “Indenture”) dated as of December 1231, 2018 between the Corporation and Odyssey Alliance Trust Company, as trustee, unless otherwise indicated. The undersigned registered holder Holder of 8.010.0% Unsecured Convertible Debentures (the “Debentures”) irrevocably elects to convert such Debentures (or $ principal amount thereof*) in accordance with the terms of the Indenture referred to in such Debentures and tenders herewith the Debentures, and, if applicable, directs that the Common Shares and Warrants of the Corporation issuable upon a conversion be issued and delivered to the person indicated below. (If Common Shares and Warrants are to be issued in the name of a person other than the holderHolder, all requisite transfer taxes must be tendered by the undersigned). (Name of Registered Holder) (Signature of Registered Holder) * If less than the full principal amount of the Debentures, indicate in the space provided the principal amount (which must $1,000 integral multiples thereof).

FORM OF NOTICE OF CONVERSION. TO: CLS HOLDINGS USA, C21 INVESTMENTS INC. (the “Corporation”) c/o Odyssey Alliance Trust Company Stock Exchange Tower 350 – 300 000 - 0xx Xxx XX Xxxxxx X.X., Xxxxx 0000 Xxxxxxx, Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Securities Department Facsimile: 403-237-6181 Email: xxxxxxxxx@xxxxxxxxxxxxx.xx Note: All capitalized terms used herein have the meaning ascribed thereto in the indenture (the “Indenture”) dated as of December 12January 30, 2018 2019 between the Corporation and Odyssey Alliance Trust Company, as trustee, unless otherwise indicated. The undersigned registered holder Holder of 8.010.0% Unsecured Convertible Debentures (the “Debentures”) irrevocably elects to convert such Debentures (or $ principal amount thereof*) in accordance with the terms of the Indenture referred to in such Debentures and tenders herewith the Debentures, and, if applicable, directs that the Common Shares and Warrants of the Corporation issuable upon a conversion be issued and delivered to the person indicated below. (If Common Shares and Warrants are to be issued in the name of a person other than the holderHolder, all requisite transfer taxes must be tendered by the undersigned). (Name of Registered Holder) (Signature of Registered Holder) * If less than the full principal amount of the Debentures, indicate in the space provided the principal amount (which must $1,000 integral multiples thereof).