0001019687-15-002077 Sample Contracts

Agency Agreement Between ROI Land Investments, LTD and Computershare Trust Company, N.A., as Collateral Agent and Computershare Inc., as Paying Agent
Agency Agreement • May 21st, 2015 • Roi Land Investments LTD • Services-help supply services • New York

THIS AGREEMENT (this "Agreement"), effective as of May 8, 2015 is by and between ROI Land Investments, LTD, a Nevada corporation, having its principal office and place of business at 825 Lebourgneuf Blvd, Suite 315, Quebec, Canada G2J OB9 (the "Company"), Computershare Inc., a Delaware corporation, having its principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021, solely in its capacity as paying agent (the" Paying Agent" or "Computershare") and, Computershare Trust Company, N.A., a national banking association, solely in its capacity as collateral agent (the "Collateral Agent" or the "Trust Company").

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ROI Land Investments LTD. Kitimat Notes due May 8, 2018 Series A Kitimat Note Purchase Agreement Dated May 8, 2015
Kitimat Note Purchase Agreement • May 21st, 2015 • Roi Land Investments LTD • Services-help supply services • New York

This KITIMAT NOTE PURCHASE AGREEMENT (this "Agreement") is dated as of May 8, 2015 among ROI Land Investments LTD., a Nevada corporation (the "Company"), each purchaser of Notes listed in Schedule C hereto (each, together with their respective successors and permitted assigns, a "Holder", and collectively "Holders"), Computershare Trust Company, N.A., a national banking association, solely in its capacity as collateral agent ("Collateral Agent") and Computershare Inc., a Delaware corporation, solely in its capacity as paying agent ("Paying Agent") for the Holders (the Collateral Agent and the Paying Agent, together with the applicable respective successors and permitted assigns in such capacities, the "Agent").

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 21st, 2015 • Roi Land Investments LTD • Services-help supply services • New York

THIS LOAN AND SECURITY AGREEMENT (this "Agreement"), dated as of May 8, 2015, is made by and between ROI DEV Canada Inc., a Canadian corporation ("Borrower"), and ROI Land Investments LTD., a Nevada corporation (the "Lender").

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