0001062993-19-000567 Sample Contracts

INDENTURE Dated as of January 30, 2019 providing for the issue of 10.0% Unsecured Convertible Debentures
Indenture • February 11th, 2019 • C21 Investments Inc. • Blank checks • British Columbia

NOW THEREFORE, in consideration of the promises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Trustee to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Debentures issued pursuant to this Indenture and the parties hereto agree as follows:

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C21 INVESTMENTS INC. and ALLIANCE TRUST COMPANY as Trustee WARRANT INDENTURE Dated as of January 30, 2019 providing for the issue of Warrants
Warrant Indenture • February 11th, 2019 • C21 Investments Inc. • Blank checks • British Columbia

NOW THEREFORE, in consideration of the promises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Trustee as warrant agent to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants issued pursuant to this Warrant Indenture and the parties hereto agree as follows:

AMENDMENT TO AGENCY AGREEMENT
Agency Agreement • February 11th, 2019 • C21 Investments Inc. • Blank checks • British Columbia
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