0001185185-22-001117 Sample Contracts

SECOND AMENDMENT TO SUBSCRIPTION AGREEMENT
Subscription Agreement • September 21st, 2022 • CLS Holdings USA, Inc. • Retail-miscellaneous retail

THIS SECOND AMENDMENT TO SUBSCRIPTION AGREEMENT (the “Amendment”) is made effective this 15th day of September, 2022 by CLS HOLDINGS USA, INC., a Nevada corporation (“Maker”) in favor of NAVY CAPITAL GREEN FUND, LP (“Purchaser”).

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THIS SUPPLEMENTAL INDENTURE dated as of September 15, 2022
Supplemental Indenture • September 21st, 2022 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Alberta
SECOND AMENDED AND RESTATED CONVERTIBLE DEBENTURE
Convertible Debenture • September 21st, 2022 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Nevada

WHEREAS, on October 22, 2018, CLS Holdings USA, Inc, a Nevada corporation (the “Maker” or the “Company”) and Navy Capital Green Co-Invest Fund, LLC (the “Purchaser”) executed a Subscription Agreement (the “Subscription Agreement”) whereby Purchaser agreed to purchase a Convertible Debenture in the principal amount of $4,000,000 from Maker (the “Original Debenture”);

SECOND AMENDED AND RESTATED CONVERTIBLE DEBENTURE
Convertible Debenture • September 21st, 2022 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Nevada

WHEREAS, on October 22, 2018, CLS Holdings USA, Inc, a Nevada corporation (the “Maker” or the “Company”) and Navy Capital Green Fund, LP (the “Purchaser”) executed a Subscription Agreement (the “Subscription Agreement”) whereby Purchaser agreed to purchase a Convertible Debenture in the principal amount of $1,000,000 from Maker (the “Original Debenture”);

THIS SUPPLEMENTAL INDENTURE dated as of September 15, 2022
Supplemental Indenture • September 21st, 2022 • CLS Holdings USA, Inc. • Retail-miscellaneous retail • Alberta
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