IM Cannabis Corp. Sample Contracts

IM CANNABIS CORP. as Issuer and [ ] as U.S. Trustee and [ ] as Canadian Trustee Indenture Dated as of [ ]
Indenture • March 31st, 2021 • IM Cannabis Corp. • Medicinal chemicals & botanical products • Ontario

INDENTURE, dated as of ____________________, among IM CANNABIS CORP., a corporation duly continued and existing under the laws of British Columbia, Canada (herein called the "Company"), having its principal office at Kibbutz Glil Yam, Central District, Israel 4690500, and ______________________, a ______________________, organized under the laws of ______________________, as U.S. trustee (herein called the "U.S. Trustee"), and ______________________, a ______________________, organized under the laws of ______________________, as Canadian trustee (the "Canadian Trustee" and, together with the U.S. Trustee, the "Trustees").

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IM CANNABIS CORP. and TRICHOME FINANCIAL CORP. ARRANGEMENT AGREEMENT December 30, 2020
Arrangement Agreement • February 12th, 2021 • IM Cannabis Corp. • Ontario
Executing on long-term strategy to build distribution platform across the large German market Sales commitment for 465kg of IMC-branded medical cannabis over the next twelve months
Sales Agreement • February 12th, 2021 • IM Cannabis Corp.

Together with other announced binding purchase agreements in Germany, a total of 825kg of IMC-branded medical cannabis is committed for sale over the next twelve months

Contract
Sales Agreement • February 12th, 2021 • IM Cannabis Corp.

Focus Medical entered into a binding agreement to sell 800kg of medical cannabis a year to a group of pharmacies in Jerusalem over a period of three years

IM CANNABIS CORP.
Warrant Indenture • February 23rd, 2023 • IM Cannabis Corp. • Medicinal chemicals & botanical products • British Columbia

ODYSSEY TRUST COMPANY, a trust company incorporated under the laws of Alberta and authorized to carry on business in the provinces of Alberta and British Columbia (the “Warrant Agent”)

Services Agreement
Services Agreement • April 2nd, 2021 • IM Cannabis Corp. • Medicinal chemicals & botanical products

This Services Agreement ("Agreement") is dated as of April 2nd, 2019 and shall commence and become effective as of and subject to the approval of the transactions contemplated hereby by the MOH in light of the change in the holding structure of the Company (the "Effective Date") by and between I.M.C Holdings Ltd. a company incorporated under the laws of the State of Israel ("IMC") and Focus Medical Herbs Ltd., a company incorporated under the laws of the State of Israel ("Focus"). Each of IMC and Focus is referred to herein as a "Party" and they are collectively referred to herein as, "Parties".

SECOND AMENDING AGREEMENT
Second Amending Agreement • March 16th, 2021 • IM Cannabis Corp. • Medicinal chemicals & botanical products • Ontario

WHEREAS the Purchaser and the Company entered into an arrangement agreement dated as of December 30, 2020 which contemplates an arrangement of the Company under Section 182 of the Business Corporations Act (Ontario), pursuant to which the Company shall be acquired by the Purchaser (as amended January 22, 2021, the "Arrangement Agreement");

License Agreement
License Agreement • April 2nd, 2021 • IM Cannabis Corp. • Medicinal chemicals & botanical products

THIS AGREEMENT (the "Agreement ") is dated as of April 2nd, 2019 and shall commence and become effective as of and subject to the approval of the transactions contemplated hereby by the MOH in light of the change in the holding structure of the Company (the "Effective Date"), and entered into by and between I.M.C. Holdings Ltd., a company incorporated under the laws of the State of Israel, located at XXXXXXXXX (the "Company'') and Focus Medical Herbs Ltd., a company incorporated under the laws of the State of Israel, located at XXXXXXXXX (the "Licensee");

AGENCY AGREEMENT
Agency Agreement • May 6th, 2021 • IM Cannabis Corp. • Medicinal chemicals & botanical products • Ontario

Roth Canada, ULC (the "Agent") understands that IM Cannabis Corp. (the "Corporation") proposes to issue and sell up to 6,086,956 common shares ("Shares" or each a "Share") at a price of U.S.$5.75 per Share (the "Offering Price") and for no additional consideration, one half of one common share purchase warrant (each whole warrant, a "Warrant") of the Corporation for each Share purchased by the Purchasers (collectively, the "Offered Securities") for aggregate gross proceeds of up to U.S.$35,000,000. Each Warrant shall be issued pursuant to and subject to the terms of a Warrant Certificate (as defined herein). Each Warrant shall entitle the holder thereof to purchase one common share (a "Warrant Share") at an exercise price of U.S.$7.20 per Warrant Share, subject to adjustment, at any time until 5:00 p.m. (Toronto time) on the date that is five (5) years after the Closing Date (as defined herein). The offering of the Offered Securities by the Corporation is hereinafter referred to as the

AMENDING AGREEMENT
Amending Agreement • February 12th, 2021 • IM Cannabis Corp. • Ontario

WHEREAS the Purchaser and the Company entered into an arrangement agreement (the "Arrangement Agreement") dated as of December 30, 2020 which contemplates an arrangement of the Company under Section 182 of the Business Corporations Act (Ontario), pursuant to which the Company shall be acquired by the Purchaser;

Contract
Purchase Warrant Agreement • March 29th, 2023 • IM Cannabis Corp. • Medicinal chemicals & botanical products • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT UNTIL NOVEMBER 5, 2021 TO ANYONE OTHER THAN (I) A.G.P./ALLIANCE GLOBAL PARTNERS OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF A.G.P./ALLIANCE GLOBAL PARTNERS OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

SUPPLEMENTAL WARRANT INDENTURE
Supplemental Warrant Indenture • March 9th, 2021 • IM Cannabis Corp. • Medicinal chemicals & botanical products • Ontario

THIS SECOND SUPPLEMENTAL WARRANT INDENTURE dated as of the 12th day of February, 2021, to the Warrant Indenture made as of August 30, 2019 and supplemented on November 14, 2019,

LOAN AGREEMENT
Loan Agreement • March 28th, 2024 • IM Cannabis Corp. • Medicinal chemicals & botanical products

THIS LOAN AGREEMENT (this “Loan Agreement”, or the “Agreement”) is made and entered this February 28, 2024 (the “Effective Date”), by and between I.M.C Holdings Ltd., an Israeli limited liability company, of Beit HaKshatot, Glil Yam, Israel 4690500 (the “Company” or “Borrower”) and Kadimastem Ltd., an Israeli limited liability company, of Pinchas Sapir 7, Weizmann Science Park, Nes-Ziona, Israel (“Lender”) (each of the Company and Lender may hereinafter be referred to as a “Party” and, collectively, the “Parties”).

OPTION AGREEMENT
Option Agreement • April 2nd, 2021 • IM Cannabis Corp. • Medicinal chemicals & botanical products • Tel-Aviv

This Option Agreement (the "Agreement") is made and entered into as of April 2nd 2019 (the "Effective Date"), by and among I.M.C Holdings Ltd., a company duly incorporated under the laws of Israel, registration number XXXXXXXX, having its principal place of business at XXXXXX (the "IMC") and those certain persons listed in Exhibit A (each such person, a "Grantor" and collectively, the "Grantors"). IMC and each of the Grantors shall be referred to herein individually as a "Party" and collectively as the "Parties".

Contract
Supply Agreement • March 9th, 2021 • IM Cannabis Corp. • Medicinal chemicals & botanical products

Multi-year agreement enables IMC to launch a premium product category in Israel - one of the world's largest import markets for medical cannabis

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