C21 Investments Inc. Sample Contracts

INDENTURE Dated as of December 31, 2018 providing for the issue of 10.0% Unsecured Convertible Debentures
Indenture • July 22nd, 2020 • 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 • July 14th, 2020 • 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:

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

The Initial Debentures will be issued pursuant to a debenture indenture (the “Debenture Indenture”) to be entered into between the Corporation and Alliance Trust Company (the “Trustee”), as debenture trustee, and to be dated as of December 31, 2018, or such other date as may be determined by the Corporation and the Agents (the “Closing Date”). The Initial Debentures will bear interest at an annual rate of 10.0%, payable every six months, and will mature on December 31, 2020 (the “Maturity Date”). The outstanding principal amount of the Initial Debentures may be converted (the “Debenture Conversion”), at the option of the holder, into Common Shares (as defined herein) (each, a “Debenture Share”) at a price of $0.80 per Common Share (the “Debenture Conversion Price”). The Debenture Conversion may take place at any time prior to the close of business on the earlier of: (i) the sixth Business Day (as defined herein) preceding the Maturity Date; or (ii) the date fixed for Redemption (as def

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AMENDMENT TO AGENCY AGREEMENT
Agency Agreement • February 11th, 2019 • C21 Investments Inc. • Blank checks • British Columbia
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THIS SETTLEMENT AGREEMENT is dated effective on the 1st day of February, 2023 (the "Effective Date"), BETWEEN: ALLEH LINDQUIST, an individual resident in the State of Oregon
Settlement Agreement • July 21st, 2023 • C21 Investments Inc. • Medicinal chemicals & botanical products

NOW THEREFORE in consideration of the payment of $10.00 now paid by each of the Parties to the others (the receipt and sufficiency of which is hereby acknowledged) and of the covenants and agreements herein set forth and other good and valuable consideration, the Parties covenant and agree with one another as follows:

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INDENTURE Dated as of May 6, 2024 providing for the issue of 12.0% Convertible Debentures
Indenture • May 14th, 2024 • C21 Investments Inc. • Medicinal chemicals & botanical products • 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

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WARRANT INDENTURE Dated as of May 6, 2024 providing for the issue of Warrants
Warrant Indenture • May 14th, 2024 • C21 Investments Inc. • Medicinal chemicals & botanical products • 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:

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