On March 18, 2016, CLS Holdings USA, Inc. (we, us, our, or
Company) entered into a Securities Purchase Agreement (the
Purchase Agreement) with Old Main Capital, LLC (Old Main),
whereby Old Main agreed to purchase an aggregate of up to
$555,555 in principal amount of original issue discount 10%
convertible promissory notes (the 10% Notes). On March 18, 2016,
we also executed an 8% convertible promissory note (the 8% Note)
in favor of Old Main as a commitment fee for Old Mains agreement
to provide us with an equity line financing. Finally, on March
18, 2016, we entered into a registration rights agreement (the
Registration Rights Agreement) with Old Main, whereby we agreed
to register, among other things, the resale of the shares of our
common stock underlying the 10% Notes and the 8% Note (the 10%
Notes, 8% Note and Registration Rights Agreement are collectively
referred to as the Agreements).

On October 6, 2016, we entered into an Amendment to Agreements,
which agreement (the First Amendment) amended the Agreements in
certain respects. to the First Amendment, among other things, the
interest rate on the 10% Notes was increased to 15% effective
August 1, 2016, the aggregate amount of 10% Notes to be issued
under the Purchase Agreement was reduced from $555,555 to
$333,333 in principal amount, we were no longer obligated to
register the resale of the shares of common stock underlying the
10% Notes and the 8% Note, the amortization schedules for the 10%
Notes and the 8% Note was deferred effective as of September 1,
2016, and Old Main was prohibited from delivering a notice of
conversion under either the 10% Notes or the 8% Note at any time
after its receipt from us of a put notice under the Equity
Purchase Agreement (which we entered into with Old Main on April
18, 2016) until the first trading day immediately following the
closing associated with the respective put notice.

On November 28, 2016, we entered into Amendment #2 to the
Convertible Promissory Notes issued on March 18, April 22 and May
27, 2016 (the Second Amendment) to amend the Agreements, as
amended by the First Amendment, in certain respects. to the
Second Amendment, among other things, the Notes were converted
from installment notes to balloon notes, with all principal and
interest on the 10% Notes due on September 18, 2017 and all
principal and interest on the 8% Note due on March 18, 2017; the
outstanding principal balances of the 10% Notes were increased by
10%; the fixed conversion prices associated with the Notes were
changed to variable conversion prices equal to the lesser of the
prior fixed conversion price or 75% of the lowest VWAP in the
fifteen trading days ending on the trading day immediately prior
to the conversion date; our ability to repay the Notes with our
common stock was deleted except to a voluntary conversion by Old
Main; and Old Main was prohibited from selling, per trading day,
an amount of our common stock in excess of the greater of $5,000
or 25% of the average number of shares of common stock sold per
day for the five trading days preceding the day of sale
multiplied by the average daily VWAP during the immediately
preceding 5-trading day period. The full text of the Second
Amendment is attached as an exhibit hereto.

Exhibit No.		Description of Exhibit
10.1		Amendment #2 to the Convertible Promissory Notes Issued on March 18, April 22 and May 27, 2016, dated November 28, 2016, by and between CLS Holdings USA, Inc. and Old Main Capital, LLC.