C21 INVESTMENTS INC. and ALLIANCE TRUST COMPANY as TrusteeIndenture • January 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:
C21 INVESTMENTS INC. and ALLIANCE TRUST COMPANY as TrusteeWarrant Indenture • January 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:
AGENCY AGREEMENTAgency 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
