FIRST SUPPLEMENTAL INDENTURE DATED AS OF THE 22nd DAY OF OCTOBER, 2021 BETWEEN CARBON STREAMING CORPORATION, AS COMPANY AND ODYSSEY TRUST COMPANY, AS SPECIAL WARRANT AGENT

Exhibit 99.25

FIRST SUPPLEMENTAL INDENTURE

DATED AS OF THE 22nd DAY OF OCTOBER, 2021

BETWEEN

CARBON STREAMING CORPORATION, AS COMPANY

AND

ODYSSEY TRUST COMPANY, AS SPECIAL WARRANT AGENT

THIS FIRST SUPPLEMENTAL INDENTURE dated as of October 22, 2021.

BETWEEN:

CARBON STREAMING CORPORATION, a company existing under the laws of the Province of British Columbia (hereinafter called the “Company”)

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ODYSSEY TRUST COMPANY, a trust company incorporated under the laws of the Province of Alberta authorized to carry on the business of a trust company in British Columbia (hereinafter called the “Special Warrant Agent”).

WHEREAS the Company has entered into a special warrant indenture (the “Original Indenture”) with the Special Warrant Agent dated as of July 19, 2021, relating to the issuance of special warrants (the “Special Warrants”);

AND WHEREAS pursuant to Section 8.1(a) of the Original Indenture, the Company and the Special Warrant Agent may enter into a supplemental indenture for the purposes specified therein, including without limitation to set forth any adjustments resulting from the application of the provisions of Article 4 of the Original Indenture;

AND WHEREAS, effective as of the close of business (Toronto Time) on October 22, 2021 (the “Effective Time”), the Company will consolidate its common shares (“Common Shares”), Special Warrants and the common share purchase warrants underlying such Special Warrants (“Warrants”);

AND WHEREAS, at the Effective Time, the number of Common Shares will be adjusted on the basis of one (1) post-Consolidation Common Share for every five (5) pre-Consolidation Common Shares, and pursuant to Sections 4.1(a) and 4.1(d) of the Original Indenture:

(a) the number of Special Warrants will be adjusted on the basis of one (1) post-Consolidation Special Warrant for every five (5) pre-Consolidation Special Warrants;

(b) each Special Warrant will be exercisable to acquire one post-consolidation Common Share and one post-Consolidation Warrant; and

(c) each post-Consolidation Warrant will be exercisable for a price of US$7.50 per post-Consolidation Common Share ((a)-(c) collectively, the “Adjustments”).

AND WHEREAS, as a result of the Adjustments, all entitlements to fractional post-Consolidation Special Warrants or Warrants will be rounded down to the next whole number of post-Consolidation Special Warrants or post-Consolidation Warrants, respectively, in accordance with the provisions of the Original Indenture, and no consideration will be paid in lieu of fractional Special Warrants or Warrants.

AND WHEREAS the purpose of this first supplemental indenture (the “First Supplemental Indenture”) is to implement and give effect to the Adjustments;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Company and not by the Special Warrant Agent;

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NOW THEREFORE THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH that in consideration of the foregoing and the mutual agreements contained herein (the receipt and adequacy of which are acknowledged), the parties agree as follows:

ARTICLE 1
INTERPRETATION

Section 1.1 Interpretation Provisions.

This First Supplemental Indenture is a supplemental indenture to the Original Indenture. The Original Indenture, the First Supplemental Indenture and this First Supplemental Indenture will be read together and will have effect as though all the provisions of all indentures were contained in one instrument. If any terms of the Original Indenture are inconsistent with the express terms or provisions hereof, the terms of this First Supplemental Indenture shall prevail to the extent of the inconsistency. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Original Indenture.

ARTICLE 2

AMENDMENT AND SUPPLEMENT

Section 2.1 Amendment to Section 1.1

The definition of “Underlying Warrants” in the Original Indenture shall be deleted and replaced with the following:

“‘Underlying Warrants’ means the Common Share purchase warrants of the Company, each whole Underlying Warrant comprising part of each Unit, and each Underlying Warrant being exercisable to acquire one Common Share at a price of $7.50 per Common Share until the Warrant Expiry Date.

Section 2.2 Amendment to Section 2.1

The first sentence of Section 2.1 of the Original Indenture shall be deleted and replaced with the following:

“Up to 22,000,000 Special Warrants, entitling the holders thereof to acquire the Units on the terms and subject to the conditions herein provided, are hereby created and authorized for issuance at a price of $5.00 per Special Warrant.”

Section 2.3 Amendment to Schedule A

On Page A-2 of the Original Indenture, the CUSIP NO shall be deleted and replaced with “00000X000”, the ISIN shall be deleted and replaced with “CA14116K1562”, and “at a price of $1.50 per Warrant Share” shall be deleted and replaced with “at a price of $7.50 per Warrant Share”.

ARTICLE 3
MISCELLANEOUS

Section 3.1 Effective Date.

This First Supplemental Indenture shall take effect upon the date first above written.

Section 3.2 Ratification of Indenture

The Indenture as supplemented by this First Supplemental Indenture is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent therein provided.

Section 3.3 Counterparts.

This First Supplemental Indenture may be executed in one or more counterparts, each of which taken together shall constitute one and the same instrument. Counterparts may be executed either in original or electronic form and the parties hereto adopt any signatures received by electronic means as original signatures of the parties.

[Signature Page Follows]

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IN WITNESS OF WHICH this First Supplemental Indenture has been duly executed by the Company and the Special Warrant Agent.

Dated as of the date first written above.

	CARBON STREAMING CORPORATION
	Per:	/s/ “Xxxxxx Xxxxxxxx”
	Name:	Xxxxxx Xxxxxxxx
	Title:	CEO and Director

	ODYSSEY TRUST COMPANY, as Special Warrant Agent
	Per:	/s/ “Xxx Xxxxxx”
	Name:	Xxx Xxxxxx
	Title:	VP, Corporate

	Per:	/s/ “Xxx Xxxxxxx”
	Name:	Xxx Xxxxxxx
	Title:	Director, Corporate Trust

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CARBON STREAMING CORPORATION

CERTIFICATE OF ADJUSTMENT

To: Odyssey Trust Company, as special warrant agent (the “Special Warrant Agent”)

Re: Special Warrant Indenture dated July 19, 2021, between Carbon Streaming Corporation (the “Company”) and the Special Warrant Agent (the “Special Warrant Indenture”) - Consolidation of Common Shares, Special Warrants, and Warrants

Capitalized terms used in this Certificate of Adjustment not otherwise defined shall have the meaning given to them in the Special Warrant Indenture.

Pursuant to Section 4.3 of the Special Warrant Indenture relating to the issuance of special warrants (the “Special Warrants”), the Company hereby gives notice of the consolidation (the “Consolidation”) of its common shares (“Common Shares”), Special Warrants and common share purchase warrants underlying such Special Warrants (“Warrants”) to the holders of Special Warrants as of the close of business (Toronto Time) on October 22, 2021 (the “Effective Time”).

At the Effective Time, the number of Common Shares is adjusted on the basis of one (1) postConsolidation Common Share for every five (5) pre-Consolidation Common Shares, and pursuant to Sections 4.1(a) and 4.1(d) of the Special Warrant Indenture:

(a) the number of Special Warrants is adjusted on the basis of one (1) post-Consolidation Special Warrant for every five (5) pre-Consolidation Special Warrants;

(b) each Special Warrant is exercisable to acquire one post-consolidation Common Share and one post-Consolidation Warrant; and

(c) each post-Consolidation Warrant is exercisable for a price of US$7.50 per post-Consolidation Common Share ((a)-(c) collectively, the “Adjustments”).

As a result of the Adjustments, the total number of Special Warrants outstanding is decreased to approximately 20,980,251. All entitlements to fractional post-Consolidation Special Warrants will be rounded down to the next whole number of post-Consolidation Special Warrants in accordance with the provisions of the Special Warrant Indenture, and no consideration will be paid in lieu of fractional Special Warrants. In addition, the total number of Common Shares issuable upon exercise of outstanding postConsolidation Special Warrants, the total number of Warrants issuable upon exercise of such postConsolidation Special Warrants, and the total number of Common Shares issuable upon exercise of such Warrants, are reduced, in each case, to approximately 20,980,581.

Upon the effectiveness of the Consolidation, the Common Shares will continue to trade on the NEO Exchange under the symbol “NETZ”, and the Common Shares, Special Warrants, and Warrants will be identified under the following new CUSIPs and ISINs:

Security		CUSIP				ISIN
Common Shares			14116 K404				CA14116K4046
Special Warrants			14116 K156				CA14116K1562
Warrants			14116 K149				CA14116K1497

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Dated October 22,2021

	CARBON STREAMING CORPORATION
	/s/”Xxxxxx Xxxxxxxx”
	Name:	Xxxxxx Xxxxxxxx
	Title:	CEO and Director

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