Common use of FORM OF NOTICE OF CONVERSION Clause in Contracts

FORM OF NOTICE OF CONVERSION. TO: C21 INVESTMENTS INC. (the "Corporation") c/o Alliance Trust Company ▇▇▇ - ▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇ ▇▇▇▇ Calgary, Alberta T2P 2Y3 Attention: Securities Department Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ Note: All capitalized terms used herein have the meaning ascribed thereto in the indenture (the "Indenture") dated as of May 6, 2024 between the Corporation and Alliance Trust Company, as trustee, unless otherwise indicated. The undersigned registered Holder of 12.0% Convertible Debentures (the "Debentures") irrevocably elects to convert such Debentures (or $ principal amount thereof*) in accordance with the terms of the Indenture referred to in such Debentures and tenders herewith the Debentures, and, if applicable, directs that the Common Shares of the Corporation issuable upon a conversion be issued and delivered to the person indicated below. (If Common Shares are to be issued in the name of a person other than the Holder, all requisite transfer taxes must be tendered by the undersigned). (Name of Registered Holder) (Signature of Registered Holder) * If less than the full principal amount of the Debentures, indicate in the space provided the principal amount (which must $1,000 integral multiples thereof).

FORM OF NOTICE OF CONVERSION. TO: C21 INVESTMENTS INC. (the "“Corporation"”) c/o Alliance Trust Company ▇▇▇ - ▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇ ▇▇▇▇ Calgary▇▇▇▇▇▇▇, Alberta T2P 2Y3 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention: Securities Department Facsimile: ▇▇▇403-▇▇▇237-▇▇▇▇ 6181 Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ Note: All capitalized terms used herein have the meaning ascribed thereto in the indenture (the "“Indenture"”) dated as of May 6January 30, 2024 2019 between the Corporation and Alliance Trust Company, as trustee, unless otherwise indicated. The undersigned registered Holder of 12.010.0% Unsecured Convertible Debentures (the "“Debentures"”) irrevocably elects to convert such Debentures (or $ principal amount thereof*) in accordance with the terms of the Indenture referred to in such Debentures and tenders herewith the Debentures, and, if applicable, directs that the Common Shares of the Corporation issuable upon a conversion be issued and delivered to the person indicated below. (If Common Shares are to be issued in the name of a person other than the Holder, all requisite transfer taxes must be tendered by the undersigned). (Name of Registered Holder) (Signature of Registered Holder) * If less than the full principal amount of the Debentures, indicate in the space provided the principal amount (which must $1,000 integral multiples thereof).

FORM OF NOTICE OF CONVERSION. TO: C21 INVESTMENTS INC. (the "“Corporation"”) c/o Alliance Trust Company ▇▇▇ - ▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇ ▇▇▇▇ Calgary▇▇▇▇▇▇▇, Alberta T2P 2Y3 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention: Securities Department Facsimile: ▇▇▇403-▇▇▇237-▇▇▇▇ 6181 Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ Note: All capitalized terms used herein have the meaning ascribed thereto in the indenture (the "“Indenture"”) dated as of May 6December 31, 2024 2018 between the Corporation and Alliance Trust Company, as trustee, unless otherwise indicated. The undersigned registered Holder of 12.010.0% Unsecured Convertible Debentures (the "“Debentures"”) irrevocably elects to convert such Debentures (or $ principal amount thereof*) in accordance with the terms of the Indenture referred to in such Debentures and tenders herewith the Debentures, and, if applicable, directs that the Common Shares of the Corporation issuable upon a conversion be issued and delivered to the person indicated below. (If Common Shares are to be issued in the name of a person other than the Holder, all requisite transfer taxes must be tendered by the undersigned). (Name of Registered Holder) (Signature of Registered Holder) * If less than the full principal amount of the Debentures, indicate in the space provided the principal amount (which must $1,000 integral multiples thereof).