Avant Brands Inc. — Capital/Financing Update 2021

Mar 16, 2021

EXECUTION VERSION

UNDERWRITING AGREEMENT

March 16, 2021

GTEC Holdings Inc. Suite 335 – 1632 Dickson Avenue Kelowna, BC V1Y 7T2

Attention: Norton Singhavon, Founder, Chairman and Chief Executive Officer

Dear Sirs/Mesdames:

Desjardins Securities Inc. and Eight Capital (together, the “ Underwriters ” and each individually an “ Underwriter ”) hereby severally, and not jointly nor jointly and severally, offer and agree to purchase, on a “bought deal basis”, or alternatively to arrange, as agent for substituted purchasers in the Qualifying Jurisdictions (as defined below) and the other jurisdictions contemplated herein, including the United States to purchase from GTEC Holdings Inc. (the “ Company ”) in the respective percentages set forth in Section 22 hereof, and the Company hereby agrees to issue and sell to the Underwriters, upon and subject to the terms hereof, an aggregate of 25,000,000 units of the Company (the “ Initial Units ”) at a price of $0.80 per Initial Unit (the “ Offering Price ”) for an aggregate gross purchase price of $20,000,000 (the “ Offering ”). Each Initial Unit shall consist of one common share of the Company, (each, an “ Initial Share ”, and collectively the “ Initial Shares ”) and one common share purchase warrant of the Company (each, an “ Initial Warrant ”, and collectively, the “ Initial Warrants ”).

Upon and subject to the terms and conditions contained herein, the Company hereby grants to the Underwriters an option (the “ Over-Allotment Option ”) to purchase severally, and not jointly nor jointly and severally, in the respective percentages set forth in Section 22 hereof, or arrange for substituted purchasers to purchase, up to an additional 3,750,000 units (the “ Additional Units ”) at the Offering Price per Additional Unit, for the purposes of covering over-allotments and for market stabilization purposes. The Over-Allotment Option may be exercised in accordance with Section 16 hereof. Each Additional Unit shall consist of one common share in the capital of the Company (each an “ Additional Share ” and collectively the “ Additional Shares ”) and one common share purchase warrant of the Company (each, an “ Additional Warrant ” and collectively the “ Additional Warrants ”). The Over-Allotment Option may be exercised by the Underwriters in respect of: (i) Additional Units at the Offering Price; or (ii) Additional Shares at a price of $0.79 per Additional Share; or (iii) Additional Warrants at a price of $0.01 per Additional Warrant; or (iv) any combination of Additional Units, Additional Shares and/or Additional Warrants so long as the aggregate number of Additional Shares (including the Additional Shares forming part of the Additional Units) and Additional Warrants that may be issued under the Over-Allotment Option does not exceed 3,750,000 Additional Shares and 3,750,000 Additional Warrants. The OverAllotment Option may be exercised in whole or in part at any time and from time to time prior to its expiry in accordance with the provisions of this Agreement (as defined below). The Underwriters shall be under no obligation whatsoever to exercise the Over-Allotment Option in whole or in part.

Each Warrant will entitle the holder thereof to purchase one common share of the Company (each a “ Warrant Share ”) at an exercise price of $1.04 per Warrant Share, subject to adjustment in certain events, for a period of 36 months following the closing of the Offering, subject to an accelerated expiry pursuant to the terms of the Warrant Indenture (as defined herein) if the daily volume-weighted average trading price of the common shares in the capital of the Company (the

• 2 -

“ Common Shares ”) on the TSX Venture Exchange (or such other nationally recognized stock exchange where the Common Shares are then listed and the majority of the trading in the Common Shares occurs over such period) is equal to or greater than $2.00 per Common Share, then the Company may provide notice to the Warrant holder(s) (the “ Acceleration Notice ”), to accelerate the expiry date of the Warrants to that date which is 30 days from the date of the Acceleration Notice. The Warrants shall be duly and validly created and issued pursuant to, and governed by, a warrant indenture (the “ Warrant Indenture ”) to be entered into between Computershare Trust Company of Canada (the “ Warrant Agent ”), in its capacity as warrant agent thereunder, and the Company to be dated as of the Closing Date. The description of the Warrants herein is intended as a summary only and is subject to the specific attributes and detailed provisions of the Warrants to be set forth in the Warrant Indenture. In case of any inconsistency between the description of the Warrants in this Agreement and the terms of the Warrants as set forth in the Warrant Indenture, the provisions of the Warrant Indenture shall govern exclusively.

Unless the context otherwise requires or unless otherwise specifically stated, all references in this Agreement to (i) the “ Offering ” shall be deemed to include the Over-Allotment Option, (ii) the “ Offered Units ” shall mean, collectively, the Initial Units and any Additional Units, (iii) the “ Unit Shares ” shall mean, collectively, the Initial Shares and any Additional Shares, and (iv) the “ Warrants ” shall mean, collectively, the Initial Warrants and any Additional Warrants.

The Underwriters may arrange for substituted purchasers (the “ Substituted Purchasers ”) for the Offered Units, where such Substituted Purchasers are resident in the Qualifying Jurisdictions (as defined below) and any other jurisdictions outside of Canada and the United States. Each Substituted Purchaser shall purchase the Offered Units at the Offering Price, and to the extent that Substituted Purchasers purchase Offered Units, the obligations of the Underwriters to do so will be reduced by the number of Offered Units purchased by the Substituted Purchasers from the Company.

The Underwriters propose to distribute the Offered Units in each of the provinces of Canada other than Québec, pursuant to the Final Prospectus (as defined below). The Company and the Underwriters agree that any offers to sell or sales of the Offered Units to purchasers that are in the United States (as defined below) or purchasing for the account or benefit of U.S. Persons (as defined below) will (i) be made in compliance with Schedule “A” attached hereto, which forms part of this Agreement, and allows for the Underwriters, acting through their U.S. Affiliates (as defined below), to offer and re-sell the Offered Units in the United States or to or for the account or benefit of U.S. Persons that are Qualified Institutional Buyers (as defined below) in accordance with Rule 144A (as defined below); (ii) be conducted in such a manner so as not to require registration thereof or the filing of a registration statement or a prospectus with respect thereto under the U.S. Securities Act (as defined below) and (iii) be conducted through one or more duly registered U.S. Affiliates (as defined below) of the Underwriters in compliance with applicable federal and state securities laws of the United States. In addition, the Underwriters agree that all offers and sales of Offered Units outside the United States to purchasers that are not U.S. Persons have been made and will be made in accordance with the requirements of Schedule “A” applicable thereto.

Subject to applicable law, including applicable Securities Laws (as defined below) and the terms of this Agreement, the Offered Units may also be distributed outside of Canada and the United States, in each jurisdiction as mutually agreed to by the Company and the Underwriters where they may be lawfully sold by the Underwriters without: (i) giving rise to any requirement under the laws of such jurisdiction to prepare and/or file a prospectus or document having similar effect; or (ii) creating any ongoing compliance or continuous disclosure obligations for the Company pursuant to the laws of such jurisdiction.

• 3 -

The Underwriters may offer the Offered Units at a price less than the Offering Price as described in further detail in Section 22(3) below, in compliance with applicable Securities Laws and, specifically, the requirements of NI 44-101 (as defined below) and the disclosure concerning the same contained in the Prospectus.

In consideration of the agreement on the part of the Underwriters to purchase the Offered Units and in consideration of the services to be rendered by the Underwriters in connection with the Offering, the Company agrees to pay to the Underwriters a cash fee equal to 6.0% of the aggregate gross proceeds of the Offering (the “ Underwriting Fee ”) , excluding sales to persons on the President’s List (as defined below) at the Closing Time (as defined below). As additional compensation for the services provided by the Underwriters, the Company shall grant to the Underwriters the Broker Warrants (as defined below), the terms of which are further set out in Section 17(2). The Company is entitled to provide a list of president’s list purchasers (the “ President’s List ”) and a reduced Underwriting Fee equal to 3.0% of the gross proceeds shall be payable with respect to the sale of Initial Units or Additional Units (or Additional Shares or Additional Warrants, as the case may be) to the purchasers on the President’s List up to a maximum of $11,500,000 in gross proceeds from such purchasers. The Underwriters shall not be required to conduct suitability reviews in respect of sales to investors on the President’s List and shall be entitled to the same indemnification from the Company as set out in Section 9 relating to sales to investors on the President’s List.

• 4 -

This Agreement shall be subject to the following terms and conditions:

TERMS AND CONDITIONS

Section 1 Interpretation

(1) Definitions

Where used in this Agreement or in any amendment hereto, the following terms shall have the following meanings, respectively:

“ 3PL ” means 3PL Ventures Inc., the Company’s joint venture company, pursuant to which the Company holds a 49% ownership interest.

“ Act ” means the Business Corporations Act (British Columbia);

“ Acceleration Notice ” has the meaning given to it in the third paragraph of this Agreement;

“ Additional Units ” has the meaning given to it in the second paragraph of this Agreement;

“ affiliate ” has the meaning given to it in the Act;

“ Agreement ” means this underwriting agreement dated March 16, 2021 between the Company and the Underwriters, as it may be amended from time to time;

“ Anti-Money Laundering Laws ” has the meaning given in Section 7(35);

“ Applicable Laws ” means, in relation to any person or persons, the Canadian Securities Laws and all other statutes, regulations, rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or license, or any judgment, order, decision, ruling or award that are applicable to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority, having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

“ Broker Share ” has the meaning given to it in Section 17(2);

“ Broker Warrant ” has the meaning given to it in Section 17(2);

“ Broker Warrant Certificate ” has the meaning given to it in Section 17(2);

“ Business ” means the business, operations and affairs of the Company, the Subsidiaries and 3PL as described in the Offering Documents;

“ Business Assets ” means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Company, the Subsidiaries and 3PL in connection with the Business, but does not include the Cannabis Licenses;

• 5 -

“ Business Day ” means any day, other than a Saturday or Sunday, on which banks are open for business in Vancouver, British Columbia;

“ Canadian Securities Commissions ” means the securities regulatory authorities in each of the Qualifying Jurisdictions;

“ Canadian Securities Laws ” means all securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws together with applicable published national, multilateral and local policy statements, instruments, notices, blanket orders and rulings of the securities regulatory authorities in the Qualifying Jurisdictions;

“ Cannabis Act ” means the Cannabis Act , SC 2018, c. 16, as the same may be amended from time to time and includes all successor or replacement legislation and any written and publicly available notices, guidance, guidelines, and ancillary rules or regulations promulgated thereunder or in connection therewith;

" Cannabis Licenses " means, collectively, the licenses described in the Offering Documents held by the Company and the Subsidiaries, and includes without limitation any other cannabis licenses issued to the Company and/or any of the Subsidiaries under Applicable Laws and licenses issued to the Company and/or any of the Subsidiaries under laws and regulations relating to cannabis in Canada and any other jurisdiction in which the Company and the Subsidiaries operate, and " Cannabis License " means any one of them, as the context requires or permits;

“ Cannabis Regulations ” means the Cannabis Regulations SOR/2018-144;

“ CDS ” means the CDS Clearing and Depository Services Inc.;

“ Closing Date ” has the meaning given to it in Section 14;

“ Closing Time ” has the meaning given to it in Section 14;

“ Common Shares ” has the meaning given to it in the third paragraph of this Agreement;

“ Company ” has the meaning given to it in the first paragraph of this Agreement;

“ controlled ” , “ distribution ” , “ material change ” , “ material fact ” and “ misrepresentation ” have the respective meanings given to them in the Securities Act (British Columbia) (or the U.S. Securities Act or U.S. Exchange Act, as applicable, in the case of a “material fact” relating to the U.S. Private Placement Memorandum), except where otherwise specified in this Agreement;

“ Debt Instrument ” means any and all agreements, notes, loans, bonds, notes, debentures, indentures, promissory notes, mortgages, guarantees, security agreements or other instruments evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Company, its Subsidiaries or 3PL are a party or to which their property or assets are otherwise bound and which is material to the Company on a consolidated basis;

“ Defaulting Underwriter ” has the meaning given to it in Section 22(2);

• 6 -

“ Documents Incorporated by Reference ” means all financial statements, management’s discussion and analysis, business acquisition reports, management information circulars, annual information forms, material change reports, Marketing Documents and other documents that are or are required by Canadian Securities Laws to be incorporated by reference into the Offering Documents, as applicable;

“ Environmental Laws ” means all Applicable Laws relating to the environment or environmental issues (including air, surface, water and stratospheric matters), pollution or protection of human health and safety, including without limitation relating to the release, threatened release, manufacture, processing, blending, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials;

“ Final Prospectus ” means the (final) short form prospectus of the Company relating to the Offering, including all of the Documents Incorporated by Reference and any Supplementary Material thereto, prepared and to be filed by the Company with the Canadian Securities Commissions in accordance with the Passport System and NI 44101 in the Qualifying Jurisdictions in respect of the Offering and for which a Final Receipt has been issued;

“ Final Receipt ” means the receipt issued by the Principal Regulator, evidencing that a receipt has been, or has been deemed to be, issued for the Final Prospectus in each of the Qualifying Jurisdictions;

“ Financial Statements ” means the audited consolidated financial statements of the Company as at and for the years ended November 30, 2020 and November 30, 2019, together with the auditor’s report thereon and the notes thereto;

“ Initial Units ” has the meaning given to it in the first paragraph of this Agreement;

“ Government Official ” means any official of, or candidate for, any federal, state, provincial or foreign office, or any foreign, Canadian, governmental officer or official, or other person charged with similar public or quasi-public duties;

“ Governmental Authority ” means and includes, without limitation, any national, federal, provincial, state or municipal government or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing;

“ Hazardous Materials ” means chemicals, fluids, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products;

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board;

“ Indemnified Party ” has the meaning given to it in Section 9(1);

“ Indemnifying Party ” has the meaning given to it in Section 9(1);

“ Initial Share ” has the meaning given to it in the first paragraph of this Agreement;

• 7 -

“ Initial Warrant ” has the meaning given to it in the first paragraph of this Agreement;

“ Intellectual Property ” has the meaning given to in Section 7(34);

“ Leased Premises ” means, other than the Owned Real Property, the premises which are material to the Company and/or any of its Subsidiaries or 3PL and which the Company and/or any of its Subsidiaries or 3PL occupy as tenant;

“ Licenses ” means all material requisite licenses, registrations, qualifications, permits, approvals, authorizations and consents necessary for carrying on the Business as currently carried on, other than the Cannabis Licenses;

“ Liens ” means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or right to use or occupy such property or assets;

“ Marketing Documents ” means the marketing materials approved in accordance with Section 3(4);

“ marketing materials ” has the meaning given to it in NI 41-101;

“ Material Adverse Effect ” means any event, fact, circumstance, development, occurrence or state of affairs (i) that is materially adverse to the business, assets (including intangible assets), affairs, operations, liabilities (contingent or otherwise), capital, properties, condition (financial or otherwise) or results of operations, cash flow, income, prospects or business operations of the Company whether or not arising in the ordinary course of business or (ii) that would result in any of the Offering Documents containing a misrepresentation, or the U.S. Private Placement Memorandum (or any amendment) containing an untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, all within the meaning of U.S. Securities Laws;

“ Material Agreements ” means any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Company is a party or by which the Company or a material portion of the assets thereof are bound which is material to the Company (on a consolidated basis);

“ material change ”, “ material fact ” and “ misrepresentation ” have the respective meanings given to them under Canadian Securities Laws;

“ MI 11-102 ” means Multilateral Instrument 11-102 – Passport System ;

“ NFS Loan ” means the senior secured loan owing by the Company to NFS Leasing Canada Ltd.;

“ NI 41-101 ” means National Instrument 41-101 – General Prospectus Requirements ;

• 8 -

“ NI 44-101 ” means National Instrument 44-101 – Short Form Prospectus Distributions

“ NI 51-102 ” means National Instrument 51-102 – Continuous Disclosure Obligations;

“ NP 11-202 ” means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions ;

“ Offered Units ” has the meaning given to it in the fourth paragraph of this Agreement;

“ Offering ” has the meaning given to it in the first paragraph of this Agreement;

“ Offering Documents ” means each of the Preliminary Prospectus, the Final Prospectus, any Supplementary Material, any Marketing Documents and the U.S. Private Placement Memorandum;

“ Offering Price ” has the meaning given to it in the first paragraph of this Agreement;

“ Option Closing Date ” has the meaning given to it in Section 16(1);

“ Option Closing Time ” has the meaning given to it in Section 16(1);

“ Over-Allotment Option ” has the meaning given to it in the second paragraph of this Agreement;

“ Owned Real Property ” means, collectively, the properties located at: (i) 1905 Bruce 20, Tiverton, Ontario, N0G 2T0; (ii) 987 Chase Falkland Rd, Chase, British Columbia, V0E 1M0; and (iii) 8975 Jim Bailey Rd, Kelowna, British Columbia, V4V 1S7;

“ Passport System ” means the system for review of prospectus filings set out in MI 11102 and NP 11-202;

“ Permitted Liens ” means (i) Liens for taxes and other obligations owing to Governmental Authorities and assessments not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (ii) Liens imposed by Applicable Law and incurred in the ordinary course for obligations not yet due or delinquent, (iii) easements, restrictions and reservations of record, if any, that do not materially detract from the value of or materially impair the use of the property affected, (iv) building and zoning by-laws, Laws, ordinances and regulations that do not materially detract from the value of or materially impair the use of the property affected, (v) Liens securing indebtedness reflected in the Financial Statements and Liens incurred pursuant to the NFS Loan, and (vi) other Liens or imperfections on property which are not material in amount and do not materially detract from the value of or materially impair that existing use of the property affected by such Lien or imperfections;

“ Person ” includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

“ Preliminary Prospectus ” means the preliminary short form prospectus of the Company dated March 16, 2021, including all of the Documents Incorporated by Reference and any

• 9 -

Supplementary Material thereto, prepared and filed by the Company in accordance with the Passport System and NI 44-101 in the Qualifying Jurisdictions in respect of the Offering and for which a Preliminary Receipt will be issued as soon as practicable thereafter;

“ Preliminary Receipt ” means the receipt issued by the Principal Regulator, evidencing that a receipt has been, or has been deemed to be, issued for the Preliminary Prospectus in each of the Qualifying Jurisdictions;

“ President’s List ” has the meaning given to it in the ninth paragraph of this Agreement;

“ Principal Regulator ” means the British Columbia Securities Commission;

“ Prospectus ” means, collectively, the Preliminary Prospectus and the Final Prospectus;

“ Public Disclosure Record ” means collectively, all of the documents which have been filed on www.sedar.com since December 1, 2018 by or on behalf of the Company with the Canadian Securities Commissions pursuant to the requirements of Canadian Securities Laws;

“ Purchasers ” means, collectively, each of the purchasers of the Offered Units arranged by the Underwriters, including the Substituted Purchasers, pursuant to the Offering;

“ Qualified Institutional Buyer ” means a qualified institutional buyer as defined in Rule 144A(a)(1) under the U.S. Securities Act;

“ Qualifying Jurisdictions ” means each of the provinces of Canada other than Québec;

“ Rule 144A ” means Rule 144A under the U.S. Securities Act;

“ Securities Laws ” means the Canadian Securities Laws and the U.S. Securities Laws;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval;

“ Selling Firm ” has the meaning given to it in Section 2(1);

“ Subsidiaries ” means, collectively, GreenTec Holdings Ltd., Alberta Craft Cannabis Inc., GreenTec Bio-Pharmaceuticals Inc., GreenTec Retail Ventures Inc., Grey Bruce Farms Incorporated, Spectre Labs Inc., Tumbleweed Farms Corp., Zanlytic Laboratories Ltd. and 1203648 B.C. Ltd. and “ Subsidiary ” means any one of them;

“ Substituted Purchasers ” has the meaning given to it in the fifth paragraph of this Agreement.

“ Supplementary Material ” means, collectively, any amendment to the Offering Documents and any amendment or supplemental prospectus or ancillary materials that may be filed by or on behalf of the Company under Canadian Securities Laws relating to the Offering and/or the distribution of the Offered Units;

“ Tax Act ” means the Income Tax Act (Canada) and the regulations thereunder, both as amended from time to time and any proposed amendments thereto announced publicly by or on behalf of the Minister of Finance (Canada) on or prior to the date of this Agreement;

• 10 -

“ Taxes ” has the meaning given to it in Section 7(29);

“ template version ” has the meaning ascribed to such term in NI 41-101 and includes any revised template version of marketing materials as contemplated by NI 41-101;

“ TSXV ” means the TSX Venture Exchange;

“ Underwriters ” has the meaning given to it in the first paragraph of this Agreement;

“ Underwriters’ Expenses ” has the meaning given to it in Section 17;

“ Underwriting Fee ” has the meaning given to it in the ninth paragraph of this Agreement;

“ Unit Shares ” has the meaning given to it in the fourth paragraph of this Agreement;

“ United States ” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

“ U.S. Affiliate ” of any Underwriter means the duly registered U.S. broker-dealer affiliate of such Underwriter;

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“ U.S. Person ” means a “U.S. person” as such term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act;

“ U.S. Private Placement Memorandum ” means the final U.S. private placement memorandum (which shall include the Final Prospectus) and any amendment thereto used to make offers and sales of the Offered Units in the United States pursuant to Rule 144A under the U.S. Securities Act in accordance with Schedule “A” hereto, and any exhibits, schedules or attachments thereto;

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“ U.S. Securities Laws ” means all applicable securities legislation in the United States, including, without limitation, the U.S. Securities Act, the U.S. Exchange Act, and any applicable state securities laws;

“ Warrant Agent ” has the meaning given to it in the third paragraph of this Agreement;

“ Warrant Indenture ” has the meaning given to it in the third paragraph of this Agreement;

“ Warrants ” has the meaning given to it in the fourth paragraph of this Agreement; and

“ Warrant Shares ” has the meaning given to it in the third paragraph of this Agreement and for certainty includes any Common Shares issuable pursuant to the terms of the Additional Warrants.

• (2) Any reference in this Agreement to a Section or Subsection shall refer to a section or subsection of this Agreement.

• 11 -

• (3) All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case required and the verb shall be construed as agreeing with the required word and/or pronoun.

• (4) Any reference in this Agreement to “$” or to “dollars” shall refer to the lawful currency of Canada, unless otherwise specified.

• (5) The following are the schedules to this Agreement, which schedules are deemed to be a part hereof and are hereby incorporated by reference herein:

Schedule “A” — United States Offers and Sales

Section 2 Distribution of the Offered Units

• (1) Each Underwriter shall be permitted to appoint additional investment dealers or brokers (each, a “ Selling Firm ”) as its agents in the Offering and each such Underwriter may determine the remuneration payable to such Selling Firm, but at no additional cost to the Company. The Underwriters may offer the Offered Units, directly and through Selling Firms or any duly registered affiliate of an Underwriter, in the Qualifying Jurisdictions for sale to the public only in accordance with Canadian Securities Laws and in any jurisdiction outside of the Qualifying Jurisdictions (subject to Section 6 hereof) to purchasers permitted to purchase the Offered Units only in accordance with Canadian Securities Laws and applicable securities laws in such jurisdiction, and upon the terms and conditions set forth in the Offering Documents and in this Agreement. Each Underwriter shall require any Selling Firm appointed by such Underwriter to agree to the foregoing and such Underwriter shall be severally responsible for the compliance by such Selling Firm with the provisions of this Agreement.

• (2) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Units in a manner that complies with all applicable laws and regulations (including Rule 144A under the U.S. Securities Act) in each jurisdiction into and from which they may offer to sell the Offered Units or distribute the Offering Documents, as applicable, in connection with the distribution of the Offered Units and will not, directly or indirectly, offer, sell or deliver any Offered Units or deliver the Offering Documents, as applicable, to any person in any jurisdiction other than in the Qualifying Jurisdictions and, in the case of offers and resales in the United States and to, or for the account or benefit of, U.S. Persons in reliance on Rule 144A of the U.S. Securities Act except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of such other jurisdictions.

• (3) The Underwriters shall promptly notify the Company when, in its opinion, the distribution of the Offered Units has ceased and will provide to the Company, as soon as practicable thereafter, a breakdown of the number of Offered Units distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Commissions.

• 12 -

• (4) The Underwriters shall not, in connection with the services provided hereunder, make any representations or warranties with respect to the Company or its securities, other than as set forth in the Offering Documents.

• (5) Notwithstanding the foregoing provisions of this Section 2, no Underwriter will be liable to the Company under this Section 2 or Schedule “A” to this Agreement with respect to a default by another Underwriter or another Underwriter’s duly registered broker-dealer affiliate, as the case may be.

• (6) The Underwriters acknowledge that the Company is not taking any steps to qualify the Offered Units for distribution or register the Offered Units or the distribution thereof with any securities authority outside of the Qualifying Jurisdictions.

• (7) The Company and the Underwriters hereby acknowledge that the Offered Units have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, except on a private placement basis to persons reasonably believed to be Qualified Institutional Buyers in accordance with Rule 144A through the Underwriters’ U.S. Affiliates. Accordingly, the Company and each of the Underwriters hereby agree that offers and sales of the Offered Units in the United States or to, or for the account or benefit of, U.S. Persons shall be conducted only in the manner specified in Schedule “A” hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement.

• (8) Subject to compliance with Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Units, the Company will promptly provide to the Underwriters drafts of any press releases of the Company for review by the Underwriters prior to issuance and shall obtain the prior approval of the Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. Any press release announcing or otherwise concerning the Offering shall include an appropriate notation as follows: “NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES”. In addition, any such press release shall contain the following disclaimer: “This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of a person in the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.”

• 13 -

Section 3 Preparation of Prospectus; Marketing Materials; Due Diligence

• (1) The Company shall:

• (a) not later than 7:00 p.m. (Vancouver time) on the date hereof, have filed the Preliminary Prospectus pursuant to the Passport System with the Canadian Securities Commissions;

• (b) promptly (i) resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and (ii) file the Final Prospectus as soon as possible after such comments and deficiencies have been resolved but in any event, not later than 2:00 p.m. (Vancouver time) on March 23, 2021, and otherwise fulfill all legal requirements to qualify the Offered Units for distribution to the public in the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option and the Broker Warrants; and

• (c) until the date on which the distribution of the Offered Units is completed, the Company shall use commercially reasonable efforts to promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Units for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Units or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify the Offered Units and the OverAllotment Option.

• (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered Units, the Company shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Company and the current auditors of the Company at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus and any Supplementary Material.

• (3) It shall be a condition precedent to (i) the Underwriters’ execution of any certificate in any Prospectus or Supplementary Material, that the Underwriters be satisfied as to the form and substance of the document, and (ii) the delivery of each U.S. Private Placement Memorandum (if applicable) to any purchaser or prospective purchaser in the United States or purchasing for the account or benefit of a U.S. Person, that the Underwriters and their U.S. Affiliates be satisfied as to the form and substance of such document.

• (4) Each of the Company and the Underwriters have approved the Marketing Documents, including any template version thereof which the Company has filed

• 14 -

with the Canadian Securities Commissions and which is and will be incorporated by reference into the Prospectus, as the case may be.

• (5) Without limiting the generality of clause Section 3(2) above, during the distribution of the Offered Units:

• (a) the Company shall prepare, in consultation with the Underwriters, and shall approve in writing, prior to the time that any such marketing materials are provided to potential Purchasers, a template version of any marketing materials reasonably requested to be provided by the Underwriters to any such potential Purchasers, and such marketing materials shall comply with Canadian Securities Laws and shall be acceptable in form and substance to the Underwriters and their counsel, acting reasonably;

• (b) the Underwriters shall approve a template version of any such marketing materials in writing prior to the time that such marketing materials are provided to potential Purchasers;

• (c) the Company shall file a template version of any such marketing materials on SEDAR as soon as reasonably practical after such marketing materials are so approved in writing by the Company and the Underwriters and in any event on or before the day the marketing materials are first provided to any potential Purchaser, and any comparables shall be removed from the template version in accordance with NI 44-101 prior to filing such on SEDAR (provided that if any such comparables are removed, the Company shall deliver a complete template version of any such marketing materials to the Principal Regulator), and the Company shall provide a copy of such filed template version to the Underwriters as soon as practicable following such filing; and

• (d) following the approvals and filings set forth in Section 3(5)(a) to (c) above, the Underwriters may provide a limited use version of such marketing materials to potential Purchasers in accordance with Canadian Securities Laws.

• (6) The Company and each Underwriter, on a several basis, covenants and agrees not to provide any potential Purchaser with any marketing materials except for marketing materials which have been approved as contemplated in Section 3(4).

Section 4 Material Changes

• (1) During the period from the date of this Agreement to the completion of the distribution of the Offered Units, the Company covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing of:

• (a) any material change (actual, anticipated, contemplated or threatened) in or relating to the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects, capital, condition (financial or otherwise) or results of operations or ownership of the Company and/or any of its Subsidiaries and 3PL, taken as a whole;

• 15 -

• (b) any material fact which has arisen or been discovered and would have been required to have been stated in any of the Offering Documents had the fact arisen or been discovered on or prior to the date of such document;

• (c) any change in any material fact (which for purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents, as they exist immediately prior to such change, which fact or change is, or may reasonably be expected to be, of such a nature as to render any statement in such Offering Documents, as they exist taken together in their entirety immediately prior to such change, misleading or untrue in any material respect or which would result in the Offering Documents, as they exist immediately prior to such change, containing a misrepresentation or which would result in the Offering Documents, as they exist immediately prior to such change, not complying with the laws of any Qualifying Jurisdiction in which the Offered Units are to be offered for sale or which change would reasonably be expected to have a significant effect on the market price or value of any securities of the Company; or

• (d) any notice by any competent governmental, judicial or regulatory authority having jurisdiction over the Company and/or its Subsidiaries or 3PL requesting any material information, meeting or hearing relating to the Company, any Subsidiary, 3PL or the Offering.

• (2) The Underwriters agree, and will require each Selling Firm to agree, to cease the distribution of the Offered Units upon the Underwriter receiving written notification of any change or material fact with respect to any Offering Document contemplated by this Section 4 and to not recommence the distribution of the Offered Units until Supplementary Materials disclosing such change are filed in such Qualifying Jurisdiction.

• (3) The Company shall promptly, and in any event within applicable time limitations, comply, to the satisfaction of the Underwriters, acting reasonable, with all applicable filing and other requirements under Canadian Securities Laws and U.S. Securities Laws whether as a result of such change, material fact or otherwise; provided that the Company shall not file any Supplementary Material or other document without first providing the Underwriters with a copy of such Supplementary Material or other document and consulting with the Underwriters with respect to the form and content thereof.

• (4) If during the distribution of the Offered Units there is any change in any Canadian Securities Laws or other laws which results in a requirement to file Supplementary Material, the Company will promptly prepare and file such Supplementary Material with the appropriate Canadian Securities Commissions where such filing is required, provided that the Company shall have allowed the Underwriters and their counsel to participate in the preparation and review of any Supplementary Material.

• (5) The Company shall in good faith discuss with the Underwriters any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4.

• 16 -

• (6) During the period from the date of this Agreement to the completion of the distribution of the Offered Units, the Company will notify the Underwriters promptly:

• (a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;

• (b) of any request by any Canadian Securities Commission to amend or supplement the Prospectus or for additional information;

• (c) of the suspension of the qualification of the Common Shares, Warrants or the Over-Allotment Option for offering, sale, issuance, or grant, as applicable, in any Qualifying Jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose; and

• (d) of the issuance by any Canadian Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Common Shares or Warrants or the trading in any securities of the Company, or of the institution or, to the knowledge of the Company, threatening of any proceeding for any such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Common Shares or Warrants or the trading in the shares of the Company and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Section 5 Deliveries to the Underwriters and Related Matters

• (1) The Company shall deliver or cause to be delivered to the Underwriters:

• (a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus and the Final Prospectus, each signed on behalf of the Company, by the persons and in the form signed and certified as required by Canadian Securities Laws;

• (b) a copy of the preliminary U.S. Private Placement Memorandum or the final U.S. Private Placement Memorandum, if and as applicable;

• (c) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Canadian Securities Commissions by the Company under Canadian Securities Laws in connection with the Offering, including any Document Incorporated by Reference in the Final Prospectus (other than documents already filed publicly with a Canadian Securities Commission); and

• (d) concurrently with the filing of the Final Prospectus with the Canadian Securities Commissions, a “long-form” comfort letter of Manning Elliott LLP dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the Underwriters, acting

• 17 -

reasonably, addressed to the Underwriters, the Company and the board of directors of the Company, with respect to the verification of financial and accounting information and other numerical data of a financial nature contained in the Final Prospectus (including all Documents Incorporated by Reference) and matters involving changes or developments since the respective dates as of which specific financial information is given therein which letter shall be in addition to the auditor’s consent letter and comfort letter (if any) addressed to the Canadian Securities Commissions.

Unless otherwise advised in writing, such deliveries shall also constitute the Company’s consent to the Underwriters’ use of the Offering Documents in connection with the distribution of the Offered Units in compliance with this Agreement and Securities Laws.

• (2) The Company shall cause to be delivered to the Underwriters in such cities in the Qualifying Jurisdictions and in the United States as they may reasonably request, without charge, such numbers of commercial copies of the Preliminary Prospectus, the Final Prospectus and any Marketing Documents and the U.S. Private Placement Memorandum, as the case may be, excluding in each case the Documents Incorporated by Reference, as the Underwriters shall reasonably require, as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before 12:00 p.m. (Vancouver time) on the next Business Day (or for delivery locations outside of Toronto or Vancouver, on the second Business Day), provided that the printing instructions are provided by the Underwriters to the Company at least one Business Day prior to such date. The Company shall similarly cause to be delivered to the Underwriters commercial copies of any Supplementary Material, excluding in each case the Documents Incorporated by Reference. Such delivery shall also confirm that the Company consents to the use by the Underwriters and Selling Firms of the Offering Documents in connection with the distribution of the Offered Units in compliance with the provisions of this Agreement.

• (3) By the act of having delivered the Offering Documents to the Underwriters, the Company shall have represented and warranted to the Underwriters that all information and statements (except information and statements relating solely to the Underwriters and provided by them in writing solely for inclusion therein) contained in such documents, at the respective dates of initial delivery thereof, comply with the Canadian Securities Laws and are true and correct in all material respects, and that such documents, at such dates, contain no misrepresentation or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and constitute full, true and plain disclosure of all material facts relating to the Company and the Offering as required by the Canadian Securities Laws.

• (4) On or prior to the Closing Time, the Company shall deliver or cause to be delivered to each of the Underwriters a copy of the letter from the TSXV advising the Company that conditional approval of the listing of the Unit Shares, Warrants, Warrant Shares and Broker Shares has been granted by the TSXV, subject to the satisfaction by the Company of the conditions set out therein.

• 18 -

Section 6 Regulatory Approvals

The Company will make all necessary filings, use its best efforts to obtain all necessary consents and approvals (if any) and pay all filing fees required to be paid in connection with the transactions contemplated by this Agreement. The Company will use its best efforts to qualify the Offered Units for offering and sale under the Canadian Securities Laws of the Qualifying Jurisdictions and maintain such qualifications in effect for so long as required for the distribution of the Offered Units; provided, however, that (i) the Company shall not be obligated to make any material filing, file any prospectus, registration statement or similar document, consent to service of process, or qualify as a foreign corporation or as a dealer in securities in any of such other jurisdictions, or subject itself to taxation in respect of doing business in any of such other jurisdictions in which it is not otherwise so subject, or become subject to any additional periodic reporting or continuous disclosure obligations in such other jurisdictions, and (ii) the Underwriters and the Selling Firms shall comply with the applicable laws in any such designated jurisdiction in making offers and sales of Offered Units therein.

Section 7 Representations and Warranties of the Company

The Company hereby represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying upon each of such representations and warranties in entering into the transactions contemplated hereby, as follows:

• (1) (i) each of the Company, the Subsidiaries and 3PL: (A) is a corporation duly incorporated, continued or amalgamated and validly existing under the laws of the jurisdiction in which it was incorporated, continued or amalgamated, as the case may be; (B) has all requisite corporate power and authority and is duly qualified and holds all necessary permits, licenses and authorizations necessary or required to carry on its business as now conducted to own, lease or operate its properties (including the Owned Real Property) and assets, including its Business Assets and Cannabis Licenses and to conduct its business as now carried on by it or, except as otherwise disclosed in the Offering Documents, proposed to be carried on by it as described in the Offering Documents including with respect to activities conducted under the Cannabis Licenses and pursuant to the Cannabis Act; and (C) where required, has been duly qualified as an extra-provincial corporation or foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases property, or conducts business unless, in each case, the failure to do so would not individually or in the aggregate, have a Material Adverse Effect; and (ii) no steps or proceedings have been taken by the Company, the Subsidiaries or 3PL or any of their respective directors and officers, or to the best of the Company’s knowledge, any other person, requiring or authorizing the dissolution or winding up of the Company, the Subsidiaries or 3PL;

• (2) the Company has all requisite corporate power, authority and capacity to enter into this Agreement and to perform the transactions contemplated herein and therein, including, without limitation, to issue and sell the Offered Units, to create and issue the Broker Warrants and to grant the Over-Allotment Option and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Broker Warrant Certificates;

• 19 -

• (3) other than the Subsidiaries and 3PL, upon closing of the Offering, the Company has no direct or indirect subsidiary nor any investment or any proposed investment in any person which in either case is or could be material to the business and affairs of the Company;

• (4) the Company directly or indirectly owns 100% of the issued and outstanding securities in the capital of each Subsidiary and holds a 49% ownership interest in 3PL. Each Subsidiary is formed, organized and existing under the laws of the jurisdiction of Canada, British Columbia, Alberta or Ontario, as applicable, is current and up-to-date with all material filings required to be made and has all requisite corporate power and capacity to own, lease and operate its properties and assets, including its Business Assets, and to conduct its business as is now carried on by it or proposed to be carried on by it as described in the Offering Documents, and it is duly qualified to transact business and it is in good standing in each jurisdiction in which such qualification is required. All of the issued and outstanding shares in the capital of the Subsidiaries and 3PL have been duly authorized and validly issued, are fully paid and are directly or indirectly beneficially owned by the Company, free and clear of any Liens, other than Permitted Liens, and none of the outstanding securities of the Subsidiaries and 3PL were issued in violation of the pre-emptive or similar rights of any security holder of the Subsidiaries and 3PL. There exist no options, warrants, purchase rights, or other contracts or commitments that could require the Company to sell, transfer or otherwise dispose of any securities of the Subsidiaries or 3PL;

• (5) none of the Company, any of the Subsidiaries or 3PL is (i) in violation of its constating documents, or (ii) in default of the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, joint venture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or its property may be bound, except for any such violations or defaults that would not result in a Material Adverse Effect;

• (6) to the knowledge of the Company, no counterparty to any material obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company, any Subsidiary or 3PL is a party is in default in the performance or observance thereof, except where such violation or default in performance would not have a Material Adverse Effect;

• (7) each of the Company, the Subsidiaries and 3PL has conducted and is conducting its business in compliance with all Applicable Laws and regulations of each jurisdiction in which it carries on business, except where the failure to so comply would not have a Material Adverse Effect, and each of the Company, the Subsidiaries and 3PL holds all material Licenses and all such Licenses are valid and subsisting and in good standing in all material respects. Without limiting the generality of the foregoing, none of the Company, any Subsidiary or 3PL has received a written notice of non-compliance, nor does the Company know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which would have a Material Adverse Effect. Other than as disclosed in the Prospectus, none of the Company, any Subsidiary or 3PL is required to obtain any permits or licenses from

• 20 -

Health Canada or any similar federal, provincial, state or municipal regulatory body or self-regulatory body in connection with the current conduct of its business and all revenues of the Company derived therefrom;

• (8) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are pending, contemplated or threatened by any regulatory authority;

• (9) other than the Leased Premises, each of the Company, the Subsidiaries and 3PL is the absolute legal and beneficial owner of, and has good and marketable title to, all of the material properties and assets thereof, and no other property or assets are necessary for the conduct of the business of the Company, the Subsidiaries and 3PL as currently conducted. Any and all of the agreements and other documents and instruments pursuant to which each of the Company, the Subsidiaries or 3PL holds the property and assets thereof (including any interest in, or right to earn an interest in, any Intellectual Property) are valid and subsisting agreements, documents and instruments in full force and effect, enforceable in accordance with the terms thereof, and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, and all material leases, licenses and other agreements pursuant to which the Company, any Subsidiary or 3PL derives the interests thereof in such property are in good standing. The Company does not know of any claim or the basis for any claim that might or could materially and adversely affect the right of the Company, any Subsidiary or 3PL to use, transfer or otherwise exploit their respective assets, none of the properties (or any interest in, or right to earn an interest in, any property) of the Company, any Subsidiary or 3PL is subject to any right of first refusal or purchase or acquisition right, and none of the Company, any Subsidiary or 3PL has a responsibility or obligation to pay any commission, royalty, license fee or similar payment to any person with respect to the property and assets thereof;

• (10) the Company, the Subsidiaries and or 3PL do not own any real property other than the Owned Real Property;

• (11) no legal or governmental proceedings or inquiries are pending to which the Company, any Subsidiary or 3PL is a party or to which the property thereof is subject that would result in the revocation or modification of any certificate, authority, permit or license necessary to conduct the business now owned or operated by the Company, any Subsidiary or 3PL which, if the subject of an unfavourable decision, ruling or finding could reasonably be expected to have a Material Adverse Effect and, to the knowledge of the Company, no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the Company, any Subsidiary or 3PL or with respect to the properties or assets thereof;

• (12) other than as disclosed in the Offering Documents under the heading “Legal Proceedings and Regulatory Actions” , there are no actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding, pending or, to the best of the Company’s knowledge, threatened against or affecting the

• 21 -

Company, any Subsidiary, 3PL, or the directors, officers or employees thereof, at law or in equity or before or by any commission, board, bureau or agency of any kind whatsoever and, to the best of the Company’s knowledge, there is no basis therefor and none of the Company, any Subsidiary or 3PL is subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any governmental authority, which, either separately or in the aggregate, may have a Material Adverse Effect or that would materially adversely affect the ability of the Company to perform its obligations under this Agreement;

• (13) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates, as applicable, and the fulfilment of the terms of such documents by the Company and the issuance, sale and delivery of the Offered Units to be issued and sold by the Company, the issuance and delivery of the Broker Warrants to be issued by the Company and the grant of the Over-Allotment Option do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Authority, stock exchange or other third party (including under the terms of any Material Agreement or Debt Instrument), except: (i) those which have been obtained or those which may be required and shall be obtained prior to the Closing Time under the Securities Laws or the rules of the TSXV, and (ii) such customary post-closing notices or filings required to be submitted within the applicable time frame pursuant to Securities Laws, as may be required in connection with the Offering;

• (14) the authorized and issued share capital of the Company consists of an unlimited number of Common Shares, of which as at the date hereof (prior to completion of the Offering), 166,166,803 Common Shares are issued and outstanding and an unlimited number of preference shares, of which as at the date hereof, nil are issued and outstanding. As of the date hereof, (i) options to acquire an aggregate of 5,825,300 Common Shares are issued and outstanding under the Company’s stock option plan, and (ii) warrants to acquire an aggregate of 14,978,914 Common Shares are issued and outstanding, and there are no other outstanding securities of the Company convertible or exchangeable into Common Shares as of the date hereof. To the knowledge of the Company, there is not any agreement which, in any manner, affects the voting control of any securities of the Company or any of its Subsidiaries;

• (15) there are no contracts or agreements between either the Company, a Subsidiary or 3PL and any person granting such person the right to require the Company, the Subsidiary or 3PL to file a registration statement under U.S. Securities Laws or, except as contemplated by this Agreement, a prospectus under Canadian Securities Laws, with respect to any securities of the Company, any Subsidiary or 3PL, owned or to be owned by such person that require the Company, a Subsidiary or 3PL to include such securities in the securities qualified for distribution under the Offering Documents;

• (16) other than the shareholders’ agreement dated October 24, 2018 in respect of 3PL, there are no voting trusts or agreements, shareholders’ agreements, buy sell agreements, rights of first refusal agreements, agreements relating to restrictions on transfer, pre-emptive rights agreements, tag-along agreements, drag-along agreements or proxies relating to any of the securities of the Company, the

• 22 -

Subsidiaries or 3PL, to which the Company, any of the Subsidiaries or 3PL is a party;

• (17) all necessary corporate action has been taken or will have been taken prior to the Closing Time by the Company so as to: (i) authorize the execution, delivery and performance of the Agreement, the Warrant Indenture and the Broker Warrant Certificates; (ii) authorize the execution, delivery and filing, as applicable, of the Offering Documents; (iii) grant the Over-Allotment Option; (iv) issue and sell the Offered Units; (v) validly reserve for issuance and issue and sell the Unit Shares; (vi) validly create and issue the Warrants; (vii) validly reserve for issuance and issue and sell the Warrant Shares upon due exercise of the Warrants; (viii) validly create and issue the Broker Warrants; (ix) validly reserve for issuance and issue and sell the Broker Shares upon due exercise of the Broker Warrants;

• (18) the Unit Shares to be issued and sold have been, or prior to the Closing Time will be, duly and validly authorized and allotted for issuance by the Company and, when issued and delivered by the Company pursuant to this Agreement, against payment of the consideration therefor, the Unit Shares will be validly issued as fully paid and non-assessable Common Shares;

• (19) the Warrants to be issued and sold have been, or prior to the Closing Time will be, duly and validly authorized and created by the Company and, when issued and delivered by the Company pursuant to this Agreement, against payment of the consideration therefor, the Warrants will be validly issued;

• (20) the Warrant Shares issuable upon exercise of the Warrants have been, or prior to the Closing Time will be, duly and validly authorized and allotted for issuance by the Company and, upon exercise of the Warrants in accordance with their terms and when issued and delivered by the Company, against payment of the consideration thereof, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;

• (21) the Broker Warrants have been, or prior to the Closing Time will be, duly and validly authorized and created by the Company for issuance and the maximum number of Broker Shares issuable upon due exercise of the Broker Warrants has been duly authorized and allotted for issuance by the Company and, upon exercise of the Broker Warrants in accordance with their terms and when issued and delivered by the Company, against payment of the consideration thereof, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;

• (22) the forms of the certificates, if any, representing the Unit Shares and the Warrants have been, or prior to the Closing Time will be, duly approved by the Company and comply with applicable corporate laws and Canadian Securities Laws, including the rules and policies of the TSXV;

• (23) the Common Shares are listed and posted for trading on the TSXV, and none of the Company, any of the Subsidiaries or 3PL has taken any action which would reasonably be expected to result in the delisting or suspension of the Common Shares on or from the TSXV;

• 23 -

• (24) the execution and delivery of this Agreement and the Warrant Indenture, the performance by the Company of its obligations hereunder or thereunder, the issue and sale of the Unit Shares and Warrants hereunder and the consummation of the transactions contemplated in this Agreement, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (whether after notice or lapse of time or both): (A) any Applicable Laws; (B) the constating documents, by-laws or resolutions of the Company which are in effect at the date hereof; (C) (i) any Material Agreement or (ii) any other contract, agreement, instrument, Debt Instrument, lease or other document to which the Company is a party or by which it is bound which, either separately or in the aggregate, would have a Material Adverse Effect; or (D) any judgment, decree or order binding the Company or the property or assets of the Company;

• (25) upon execution and delivery thereof, each of this Agreement, the Warrant Indenture and the Broker Warrant Certificates shall constitute a valid and binding obligation of the Company and each shall be enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by Applicable Law;

• (26) the Financial Statements contain no misrepresentations and present fairly, in all material respects, the financial condition of the Company on a consolidated basis as at the date thereof and the results of the operations and cash flows of the Company on a consolidated basis for the period then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Company on a consolidated basis that are required to be disclosed in such financial statements. The Financial Statements have been prepared in conformity with IFRS in accordance with the books and records of the Company, applied on a consistent basis throughout the periods involved;

• (27) there are no material liabilities of the Company, the Subsidiaries or 3PL whether direct, indirect, absolute, contingent or otherwise required to be disclosed in the Financial Statements which are not disclosed or reflected in the Financial Statements, except those incurred in the ordinary course of business;

• (28) there are no off-balance sheet transactions, arrangements or obligations (including contingent obligations) of the Company, the Subsidiaries or 3PL with unconsolidated entities or other persons that may have a material current or future effect on the financial condition, changes in financial condition, results of operations, earnings, cash flow, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses of the Company, any Subsidiary or 3PL or that would reasonably be expected to be material to an investor in making a decision to purchase the Unit Shares and Warrants;

• (29) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, sales taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, reassessments, deductions, charges or withholdings and all liabilities with respect thereto including

• 24 -

any penalty and interest payable with respect thereto (collectively, “ Taxes ”) due and payable by the Company, the Subsidiaries and 3PL have been paid or accrued, except where the failure to pay such Taxes would not constitute an adverse material fact in respect of the Company or the Subsidiaries or have a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Company, the Subsidiaries and 3PL have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading, except where the failure to file such documents would not constitute an adverse material fact in respect of the Company, the Subsidiaries or 3PL or have a Material Adverse Effect. Other than as disclosed in writing to the Underwriters, to the knowledge of the Company, no examination of any tax return of the Company is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Company, the Subsidiaries or 3PL, in any case except where such examinations, issues or disputes would not constitute an adverse material fact in respect of the Company or have a Material Adverse Effect;

• (30) the Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that transactions are executed in accordance with management’s general or specific authorizations, transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets, access to monies and investments is permitted only in accordance with management’s general or specific authorization, and the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

• (31) except as disclosed in the Prospectus, the Company is not party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any Debt Instrument and does not have any loans or other indebtedness outstanding which has been made to or by any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm’s length with the Company (as such term is defined in the Tax Act). The Company has not guaranteed the obligations of any person;

• (32) the Company’s auditors are independent public accountants; as required under applicable Securities Laws and there has never been a “reportable event” within the meaning of NI 51-102 with the current auditors of the Company during the last three years;

• (33) since December 1, 2019, the Company has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its Common Shares or securities or agreed to do any of the foregoing. There are no restrictions upon or impediment to, the declaration or payment of dividends by the directors of the Company or the payment of dividends by the Company in the constating documents or in any Material Agreements or Debt Instrument;

• 25 -

(34) Intellectual Property:

• (a) each of the Company, its Subsidiaries and 3PL either owns or has a license to use all proprietary rights provided in law and at equity to all patents, trademarks, copyrights, industrial designs, software, trade secrets, knowhow, concepts, information and other intellectual and industrial property (collectively, “ Intellectual Property ”) necessary to permit the Company, the Subsidiaries and 3PL to conduct their respective businesses as currently conducted. The Company, the Subsidiaries and 3PL have not received any notice nor does the Company, any Subsidiary or 3PL have knowledge of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interests of the Company, the Subsidiaries or 3PL therein and which infringement or conflict (if subject to an unfavourable decision, ruling or finding) or invalidity or inadequacy would have a Material Adverse Effect;

• (b) the Company, each of the Subsidiaries and 3PL has taken all reasonable steps to protect its owned Intellectual Property in those jurisdictions where, in the reasonable opinion of the Company, the Company and/or each Subsidiary and 3PL carries on a sufficient business to justify such filings;

• (c) to the knowledge of the Company, there are no material restrictions on the ability of the Company, any of the Subsidiaries or 3PL to use all rights in the Intellectual Property required in the ordinary course of the business of the Company, the Subsidiaries or 3PL, as applicable. None of the rights of the Company, the Subsidiaries or 3PL, in the Intellectual Property will be impaired or affected in any way by the transactions contemplated by this Agreement;

• (d) None of the Company, any Subsidiary nor 3PL has received any notice or claim (whether written or oral) challenging its ownership or right to use of any Intellectual Property or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect thereto;

• (e) none of the rights of the Company, any Subsidiary or 3PL in the Intellectual Property will be impaired or affected in any way by the transactions contemplated by this Agreement;

• (f) there are no material restrictions on the ability of the Company, the Subsidiaries or 3PL to use and exploit all rights in the Intellectual Property required in the ordinary course of business of the Company, the Subsidiaries or 3PL;

• (g) all registrations of Intellectual Property are in good standing and are recorded in the name of the Company, one of the Subsidiaries or 3PL, or in the name of the parties that have licensed that Intellectual Property to the Company, the Subsidiaries or 3PL, as applicable, in the appropriate offices to preserve the rights thereto. Other than as would not have a Material Adverse Effect, all such registrations have been filed, prosecuted

• 26 -

and obtained in accordance with all applicable legal requirements and are currently in effect and in compliance with all applicable legal requirements. No registration of Intellectual Property has expired, become abandoned, been cancelled or expunged, or has lapsed for failure to be renewed or maintained, except where such expiration, abandonment cancellation, expungement or lapse would not have a Material Adverse Effect;

• (35) any and all of the Material Agreements, Debt Instruments and other material documents and instruments pursuant to which any of the Company, a Subsidiary and/or 3PL holds the property and assets thereof (including any interest in, or right to earn an interest in, any Intellectual Property) have been described or disclosed in the Offering Documents, are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with terms thereof, none of the Company, a Subsidiary or 3PL, is in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all material leases, licenses and other agreements pursuant to which the Company, a Subsidiary or 3PL derives the interests thereof in such property and assets are in good standing and there has been no material default under any such lease, license or agreement. None of the properties (or any interest in, or right to earn an interest in, any property) of the Company, a Subsidiary or 3PL is subject to any right of first refusal or purchase or acquisition right;

• (36) except as disclosed in the Public Disclosure Record, none of the directors, officers or employees of the Company or the Subsidiary, any person who owns, directly or indirectly, more than 10% of any class of securities of the Company or securities of any person exchangeable for more than 10% of any class of securities of the Company, or any associate or affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any transaction (other than in connection with the Offering) or any proposed transaction (including, without limitation, any loan made to or by any such person) with the Company which, as the case may be, materially affects, is material to or will materially affect the Company or any Subsidiary;

• (37) the Company, the Subsidiaries and 3PL are not a party to, bound by or, to the knowledge of the Company, affected by any commitment, agreement or document containing any covenant which expressly and materially limits the freedom of the Company, the Subsidiaries or 3PL to compete in any line of business and other than as disclosed to the Underwriters, transfer or move any of its respective assets or operations or which adversely materially affects the business practices, operations or condition of the Company, the Subsidiaries or 3PL;

• (38) Computershare Investor Services Inc., at its principal transfer office in the City of Vancouver, British Columbia, has been duly appointed as registrar and transfer agent in respect of the Common Shares;

• (39) Computershare Trust Company of Canada has been, or will be at the Closing Time, duly appointed as warrant agent under the Warrant Indenture in respect of the Warrants;

• 27 -

• (40) the issue and delivery of the Unit Shares, the Warrants and the Broker Warrants, and issuance and delivery of the Warrant Shares and Broker Shares issuable thereunder, as applicable, will not be subject to any pre-emptive right or other contractual right to purchase securities granted by the Company or to which the Company is subject that has not been waived. No holder of outstanding Common Share is at the Closing Time or will be following the Closing Time entitled to any pre-emptive or any similar rights to subscribe for any Common Shares or other securities of the Company. No person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, to require the Company to purchase, redeem or otherwise acquire any of the issued and outstanding Common Shares of the Company, except as described in the Public Disclosure Record;

• (41) subject to the qualifications and limitations described under “Eligibility for Investment” in the Prospectus, the Unit Shares and Warrants will be qualified investments under the Income Tax Act (Canada) and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, deferred profit sharing plans, registered disability savings plans and tax-free savings accounts;

• (42) except as disclosed in the Offering Documents, none of the Company, the Subsidiaries and 3PL, have approved, has entered into any agreement in respect of, or has any knowledge, as the case may be, of:

• (a) the purchase of any Business Assets or any interest therein, or the sale, transfer or other disposition of any Business Assets or any interest therein currently owned, directly or indirectly, by the Company, any Subsidiary or 3PL whether by asset sale, transfer of shares, or otherwise;

• (b) a transaction which would result in the change of control (by sale or transfer of Common Shares or sale of all or substantially all of the assets of the Company, any Subsidiary, or 3PL or otherwise) of the Company, any Subsidiary or 3PL; or

• (c) a proposed or planned disposition of Common Shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding Common Shares, common shares of the Subsidiaries or common shares of 3PL;

• (43) the Company, the Subsidiaries and 3PL, have good, valid and marketable title to and have all necessary rights in respect of all of their Business Assets as owned, leased, licensed, loaned, operated or used by them or over which they have rights, free and clear of Liens, other than Permitted Liens and no other rights or Business Assets are necessary for the conduct of the Business as currently conducted or as proposed to be conducted. The Company knows of no claim or basis for any claim that might or could have a Material Adverse Effect on the rights of the Company , the Subsidiaries or 3PL to use, transfer, lease, license, operate, sell or otherwise exploit such Business Assets and none of the Company, any Subsidiary, or 3PL has any obligation to pay any commission, license fee or similar payment to any person in respect thereof, other than as disclosed in the Offering Documents and there are no outstanding rights of first refusal or other pre-emptive rights of

• 28 -

purchase which entitle any person to acquire any of the rights, title or interests in the Business Assets;

• (44) none of the Company or, to the knowledge of the Company, the Subsidiaries and 3PL is and has ever been in violation of, in connection with the ownership, use, maintenance or operation of the property (including the Owned Real Property) and assets thereof, any Environmental Laws. Each of the Company, the Subsidiaries and 3PL, has all environmental permits and is in compliance with any material requirements thereof. There are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, other than Permitted Liens, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Laws against the Company, any Subsidiary or 3PL, which if determined adversely, would reasonably be expected to have a Material Adverse Effect;

• (45) none of the Company, the Subsidiaries or 3PL has used the Owned Real Property, the Leased Premises or any facility which it previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Materials;

• (46) there are no past unresolved, pending or, to the knowledge of the Company, threatened claims, complaints, notices or requests for information with respect to any alleged violation of any law and no conditions exist at, on or under the Owned Real Property or any Leased Premises which, with the passage of time, or the giving of notice or both, would give rise to liability under any law that, individually or in the aggregate, has or may reasonably be expected to have a Material Adverse Effect with respect to the Company, the Subsidiaries or 3PL;

• (47) to the knowledge of the Company, there are no environmental audits, evaluations, assessments, studies or tests relating to the Owned Real Property or the Leased Premises;

• (48) with respect to each of the Leased Premises, the Company, the Subsidiaries and 3PL, as applicable, occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Company, any Subsidiary or 3PL, as applicable, occupies the Leased Premises is in good standing and in full force and effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement and the completion of the transactions described herein by the Company, will not afford any of the parties to such leases or any other person the right to terminate such leases or result in any additional or more onerous obligations under such leases;

• (49) the Company has good registered and marketable title to the Owned Real Property and to the best of the Company’s knowledge after due inquiry and investigation, the Owned Real Property is free of all material mortgages, Liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, and property rights (including access rights), other than Permitted Liens, as are necessary for the conduct of the business of the Company as currently conducted or contemplated to be conducted;

• 29 -

• (50) the Company does not have knowledge of any claim or basis for any claim that might or could adversely affect the right of the Company to use, transfer or otherwise exploit the Owned Real Property in accordance with a license from Health Canada;

• (51) each of Grey Bruce Farms Incorporated, Tumbleweed Farms Corp. and Alberta Craft Cannabis Inc. is an approved licensed producer in the Canadian cannabis industry and all operations of such Subsidiaries in respect of or in connection with the Business Assets have been and continue to be conducted in accordance with best industry practices and, to the knowledge of the Company, in material compliance with all Applicable Laws. The Company and the Subsidiaries have obtained and are in compliance with all Licenses to permit them to conduct their Business as currently conducted or proposed to be conducted. All of the Licenses and Cannabis Licenses issued to date are valid and in full force and effect and neither the Company nor any Subsidiary has received any correspondence or notice from any Governmental Authority alleging or asserting material noncompliance with any Applicable Laws or Licenses. Neither the Company nor any Subsidiary has received any notice of proceedings or actions relating to the revocation, suspension, limitation or modification of any License, Cannabis License or any notice advising of the refusal to grant any License or Cannabis License that has been applied for or is in process of being granted and has no knowledge or reason to believe that any such Governmental Authority is considering taking or would have reasonable ground to take any such action;

• (52) the Company has provided the Underwriters with copies of all material documents and correspondence relating to the Licenses and the Cannabis Licenses. The Company and the Subsidiaries are in compliance with the terms and conditions of all such Licenses and Cannabis Licenses required in connection with their respective businesses, except for any non-compliance with respect to the Licenses which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and the Company and each Subsidiary does not anticipate any variations or difficulties in obtaining, maintaining and/or renewing such Licenses or the Cannabis Licenses. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Offering Documents (including the issuance and sale of the Offered Units, by the Company and the use of the proceeds from the sale of such securities by the Company as described therein under the caption “Use of Proceeds”) will not have any adverse impact on the Licenses or the Cannabis Licenses or require the Company or any of its Subsidiaries to obtain any new license under the Cannabis Act or any other applicable law relating to cannabis;

• (53) 3PL does not currently hold any Cannabis Licenses and is not currently conducting any cannabis-related activities that would require a Cannabis License;

• (54) no legal or governmental proceedings or inquiries are pending to which the Company, any Subsidiary or 3PL, is a party or to which the property thereof is subject that would result in the revocation or modification of any material certificate, authority, permit, License or Cannabis License that is necessary to conduct the Business now conducted by the Company, any Subsidiary or 3PL and, to the knowledge of the Company, no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the

• 30 -

Company, any Subsidiary or 3PL or with respect to the properties or assets thereof;

• (55) the Company is not aware of any licensing or legislation, regulation, by-law or other lawful requirement of any Governmental Authority having lawful jurisdiction over the Company presently in force or, to its knowledge, proposed to be brought into force, or any pending or contemplated change to any licensing or legislation, regulation, by-law or other lawful requirement of any Governmental Authority having lawful jurisdiction over the Company, any Subsidiary or 3PL presently in force, that the Company anticipates the Company, any Subsidiary or to the knowledge of the Company, 3PL, will be unable to comply with or which could reasonably be expected to materially adversely affect the business of the Company, any Subsidiary or 3PL or the business environment or legal environment under which such entity operates;

• (56) each individual employed by or associated with the Company or the Subsidiaries that is required to hold security clearance under the Cannabis Act and Cannabis Regulations in Canada in order to maintain the Cannabis Licenses holds such clearance or is in the process of obtaining such clearance and the Company and each of its Subsidiaries is not aware of any circumstance. that would affect the validity of such security clearances;

• (57) neither the Company, any Subsidiary or 3PL has received any inspection report, notice of adverse finding, warning letter, untitled letter or other correspondence with or notice from Health Canada or any other federal, provincial, state, municipal, local or foreign governmental or regulatory authority or court or arbitrator in Canada, Israel or any other country, alleging or asserting non-compliance with any applicable laws or regulations, including, without limitation, the Food and Drugs Act , R.S.C. 1985, c. F-27 or the Controlled Drugs and Substances Act , S.C. 1996, c. 19, that has not been resolved by the Company, such Subsidiary or 3PL, and that otherwise could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The Company, its Subsidiaries and, to the knowledge of the Company, 3PL and any person acting on behalf of the Company, any Subsidiary or 3PL are and have been in material compliance with applicable health care, cannabis, privacy and personal health information laws and the regulations promulgated pursuant to such laws and all other federal, provincial, state, municipal, local or foreign laws, manual provisions, policies and administrative guidance relating to the regulation of the Company in Canada or any other country. None of the Company, any Subsidiary, or 3PL, either voluntarily or involuntarily, initiated, conducted or issued or caused to be initiated, conducted or issued, any material recall, market withdrawal or replacement, safety alert, postsale warning or other notice or action relating to the alleged safety or efficacy of any product or any alleged product defect or violation and there is no basis for any such notice or action;

• (58) each of the Company, the Subsidiaries and, to the knowledge of the Company, 3PL, is in compliance with all laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where non-compliance with such laws could not reasonably be expected to have a Material Adverse Effect. No material work stoppage, strike, lock-out, labour disruption, dispute grievance, arbitration, proceeding or other conflict with the

• 31 -

employees of the Company, the Subsidiaries or, to the knowledge of the Company, 3PL, currently exists or, to the knowledge of the Company, is imminent or pending and the Company, the Subsidiaries and, to the knowledge of the Company, 3PL, are in material compliance with all provisions of all federal, national, regional, provincial and local laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours. None of the Company, any Subsidiary, or to the knowledge of the Company, 3PL, is party to any collective bargaining agreements with unionized employees. To the knowledge of the Company, no action has been taken or is being contemplated to organize or unionize any other employees of the Company, any Subsidiary of 3PL that would have a Material Adverse Effect;

• (59) the Company is in compliance in all material respects with its timely and continuous disclosure obligations under Canadian Securities Laws of the Qualifying Jurisdictions, and, without limiting the generality of the foregoing, there has been no material fact or material change relating to the Company which has not been publicly disclosed and the information and statements in the Public Disclosure Record were true and correct, in all material respects, as of the respective dates of such information and statements and at the time such documents were filed on SEDAR, do not contain any misrepresentations and no material facts have been omitted therefrom which would make such information materially misleading, and the Company has not filed any confidential material change reports which remain confidential as at the date hereof. The Company is not aware of any circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part 16.1 – Civil Liability for Secondary Market Disclosure of the Securities Act (British Columbia) and analogous provisions under Securities Laws in the other Qualifying Jurisdictions;

• (60) all information which has been prepared by the Company relating to the Company, the Subsidiaries and 3PL, and their respective business, properties and liabilities and made available to the Underwriters, was, as of the date of such information and is as of the date hereof, true and correct in all material respects, taken as a whole, does not contain a misrepresentation and no fact or facts have been omitted therefrom which would make such information materially misleading;

• (61) the Company has a reasonable basis for the forward-looking information contained in the Prospectus and all material forward-looking information is identified as such, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information and identify material risk factors that could cause actual results to differ materially from the forward-looking information; and accurately state the material factors or assumptions used to develop forward-looking information;

• (62) the statistical, industry-related and market-related data in the Prospectus, the Financial Statements and the Documents Incorporated by Reference are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate, and such data agree with the sources from which they are derived;

• (63) the Company has not withheld from the Underwriters any material fact relating to the Company, any Subsidiary, 3PL or the Offering;

• 32 -

• (64) the Company has not completed any “significant acquisition” (within the meaning of such term under NI 51- 102) nor is it proposing any “probable acquisitions” (within the meaning of such term under NI 44-101F1) that would require the inclusion or incorporation by reference of any additional financial statements or pro forma financial statements in the Prospectus or the filing of a Business Acquisition Report pursuant to Canadian Securities Laws;

• (65) at the time of the filing of the Preliminary Prospectus, the Company will be eligible to file a short form prospectus in each of the Qualifying Jurisdictions pursuant to applicable Canadian Securities Laws and on the date of and upon filing of the Final Prospectus there will be no documents required to be filed under the Canadian Securities Laws in connection with the distribution of the Offered Units that will not have been filed as required;

• (66) the minute books and corporate records of the Company and the Subsidiaries for the period requested to the date hereof made available to the Underwriters and their counsel are complete in all material respects, contain copies of all proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders and the directors (or any committee thereof) thereof and there have been no other meetings, resolutions or proceedings of the shareholders or directors of the Company or the Subsidiaries to the date hereof not reflected in such corporate records, other than those which are not material to the Company or the Subsidiaries, as the case may be and except for certain resolutions relating to the Offering, copies of which will be delivered on the Closing Date;

• (67) other than the Underwriters, there is no person acting or purporting to act at the request or on behalf of the Company that is entitled to any brokerage or finder’s fee or other similar compensation in connection with the transactions contemplated by this Agreement;

• (68) other than the Company, there is no person that is or will be entitled to demand any of the net proceeds of the Offering;

• (69) the Company, each Subsidiary and, to the knowledge of the Company, 3PL, maintains insurance by insurers of recognized financial responsibility, against such losses, risks and damages to their assets in such amounts as are customary for the business in which they are engaged and on a basis consistent with reasonably prudent persons in comparable businesses, and all of the policies in respect of such insurance coverage, fidelity or surety bonds insuring the Company, the Subsidiaries and 3PL, and their respective directors, officers and employees, and the Company’s, the Subsidiaries’ and, to the knowledge of the Company, 3PL’s, assets, are in good standing and in full force and effect in all respects, and not in default. Each of the Company, each Subsidiary and, to the knowledge of the Company, 3PL, is in compliance with the terms of such policies and instruments in all material respects and there are no material claims by the Company, any Subsidiary or, to the knowledge of the Company, 3PL, under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; the Company has no reason to believe that it will not be able to renew such existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business, and neither the Company, any Subsidiary or

• 33 -

to the knowledge of the Company, 3PL, has failed to promptly give any notice of any material claim thereunder;

• (70) none of the Company, any of its Subsidiaries or 3PL, has previously conducted or currently conducts, directly or indirectly, any cannabis-related activities in the United States, including but not limited to: (i) the sale, cultivation, distribution, transportation, storage or handling of cannabis-related products; (ii) providing cannabis-related services or products to any Person in the United States; or (iii) arrangements with any Person engaging in the business activities described in (i) or (ii);

• (71) none of the Company, any of its Subsidiaries or 3PL, owns or has any right to acquire, directly or indirectly, any securities of any Person (including those that are convertible or exchangeable into securities of any such Person) with cannabisrelated activities in the United States, including, but not limited to: (i) direct or indirect ownership of, or investment in, any such Person; (ii) commercial interests or arrangements with any such Person that are similar in substance to the ownership of, or investment in, any such Person; (iii) providing services or products that are specifically designed for, or targeted at, any such Person; or (iv) commercial interests or arrangements with Persons engaging in the business activities described in (iii);

• (72) except as disclosed in the Public Disclosure Record or as mandated by or in conformity with the recommendations of a Governmental Authority, there has been no material prolonged closure, suspension or disruption to, the operations or workforce productivity of the Company, the Subsidiaries or, to the knowledge of the Company, 3PL, as a result of COVID-19 and, except as disclosed in the Public Disclosure Record, any such government mandatory closures have not materially affected the Company, its Subsidiaries, or, to the knowledge of the Company, 3PL, on a consolidated basis. The Company has been monitoring the COVID-19 pandemic and the potential impact on all of its operations and has put in place measures it considers reasonable and in accordance in all material respects with the recommendations of Governmental Authorities to ensure the wellness of all of its employees and surrounding communities where the Company and the Subsidiaries continue to operate;

• (73) none of the Company, any Subsidiary or 3PL, nor to the knowledge of the Company, 3PL, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company, the Subsidiaries and 3PL, including Canada’s Corruption of Foreign Public Officials Act , or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Company or the Subsidiaries in obtaining or retaining business for or with, or directing business to, any person; or (Y) to any person in a manner which would constitute or have

• 34 -

the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. None of the Company, the Subsidiaries or 3PL, nor to the knowledge of the Company, 3PL, any director, officer, employee, consultant, representative or agent of foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company, a Subsidiary, 3PL, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anticorruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws; and

• (74) to the knowledge of the Company, the Company, its Subsidiaries and 3PL, are and have been conducted at all times in compliance with the anti-money laundering and anti-terrorist laws of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “ Anti-Money Laundering Laws ”), and no action, suit or proceeding by or before any court, arbitrator or Governmental Authority involving the Company, its Subsidiaries or the knowledge of the Company, 3PL, with respect to the Anti-Money Laundering Laws is pending, instituted or, to the knowledge of the Company, threatened.

The representations and warranties of Company contained in this Agreement shall be true at the Closing Time as though they were made at the Closing Time and they shall survive the completion of the transactions contemplated under this Agreement subject to Section 21.

Section 8 Representations, Warranties and Covenants of the Underwriters

The Underwriters, severally and not jointly nor jointly and severally, hereby represent and warrant to the Company, and acknowledge that the Company is relying upon each of such representations and warranties in entering into the transactions contemplated hereby, as follows:

• (a) each Underwriter is, and will remain, until the completion of the distribution of the Offered Units, appropriately registered under Securities Laws so as to permit it to lawfully fulfil its obligations hereunder, it will sell the Offered Units in accordance with Securities Laws and the laws of any other jurisdictions in which the Offered Units are offered and sold under the Offering and at least one Underwriter is registered as a dealer (other than as an exempt market dealer) in each of the Qualifying Jurisdictions;

• (b) each Underwriter has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein;

• (c) this Agreement has been duly authorized, executed and delivered by each Underwriter and constitutes a legal, valid and binding obligation of each

• 35 -

Underwriter enforceable against each Underwriter in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, except as limited by the application of equitable principles when equitable remedies are sought and except as rights to indemnity, contribution and waiver of contribution may be limited by Applicable Laws;

• (d) each of the Underwriters covenants and agrees with the Company that it shall notify the Company when, in the Underwriters’ opinions, the Underwriters, together with any Selling Firms, have ceased distribution of the Offered Units, and provide a breakdown of the number of Offered Units distributed: (i) in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to securities regulatory authorities; and (ii) in any other jurisdictions;

• (e) each Underwriter acknowledges that the Broker Warrants and Broker Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Broker Warrants to it, each Agent represents, warrants and covenants that (i) it is acquiring the Broker Warrants as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Broker Warrants in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) this Agreement was executed and delivered outside the United States. The Agents acknowledge and agree that the Broker Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is exempt from registration under the U.S. Securities Act and the applicable securities laws of any state of the United States; and

• (f) each Agent and its representatives make the representations and warranties and covenants applicable to them in Schedule “A” hereto and acknowledge that the terms and conditions of the representations, warranties and covenants of the parties contained in Schedule “A” form part of this Agreement.

The representations and warranties of each Underwriter contained in this Agreement shall be true at the Closing Time as though they were made at the Closing Time and they shall survive the completion of the transactions contemplated under this Agreement subject to Section 21.

Section 9 Indemnification

• (1) The Company (referred to in this Section 9 as the “ Indemnifying Party ”) agrees to indemnify and save harmless each of the Underwriters and their respective affiliates (including the U.S. Affiliates) and each of their respective officers, directors, employees, agents, advisors, partners and shareholders, and each person, if any, who controls any of the Underwriters or their affiliates (each referred to in this Section 9 as an “ Indemnified Party ”) from and against all losses (other than loss of profits), claims (including securityholder actions, derivative or otherwise), actions, suits, proceedings, charges, costs, damages, liabilities and expenses of whatsoever nature or kind, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees, disbursements and taxes of their counsel in connection

• 36 -

with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing the indemnity in this Section 9,(each a “ Claim ” and, collectively, the “ Claims ”), whether joint or several, which an Indemnified Party suffers or incurs or is subject to, in any way caused by, based upon or arising directly or indirectly from, or in consequence of:

• (a) any information or statement (except for statements relating solely to the Underwriters and furnished by them specifically for use in the Offering Documents) contained in any certificate of the Company delivered under or pursuant to this Agreement, in this Agreement or in the Offering Documents (including, for certainty, the Documents Incorporated by Reference), Marketing Documents or Supplementary Material thereto containing or being alleged to contain a misrepresentation or being or being alleged to be untrue, or based upon any omission or alleged omission to state in any of the Offering Documents any material fact required to be stated in those documents or necessary to make any of the statements therein not misleading in light of the circumstances in which they were made;

• (b) any order made or any inquiry, investigation or proceeding instituted, threatened or announced by any court, securities regulatory authority, stock exchange or by any other competent authority, based upon any untrue statement, omission or misrepresentation or alleged untrue statement, omission or misrepresentation (except a statement, omission or misrepresentation relating solely to the Underwriters or any of them and furnished in writing by the Underwriters to the Company) contained in any of the Offering Documents or any other document or material filed or delivered on behalf of the Company pursuant to this Agreement, preventing or restricting the trading in or the sale or distribution of the Offered Units or any other securities of the Company;

• (c) any omission or alleged omission to state, in any certificate of the Company delivered under or pursuant to this Agreement, in this Agreement or in the Offering Documents, the Marketing Documents or any Supplementary Material thereto, any fact (except facts relating solely to the Underwriters), required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made;

• (d) any misrepresentation or alleged misrepresentation by or on behalf of the Company (excluding the Underwriters and Selling Firms) relating to the Offering, whether oral or written and whether made during and in connection with the Offering, where such misrepresentation may give or gives rise to any other liability under any statute in any jurisdiction which is in force on the date of this Agreement;

• (e) any failure or alleged failure to make timely disclosure of a material change by the Company, where such failure or alleged failure occurs during the Offering or during the period of distribution or where such failure relates to the Offering or the Offered Units and may give or gives rise to any liability

• 37 -

under any statute in any jurisdiction which is in force on the date of this Agreement;

• (f) the non-compliance or alleged non-compliance by the Company with any requirements of Canadian Securities Laws or stock exchange requirements, including of the TSXV, in connection with the transactions contemplated herein; or

• (g) any breach of any representation or warranty of the Company contained herein or the failure of the Company to comply with any of its covenants or other obligations contained herein or to satisfy any conditions contained herein required to be satisfied by the Company.

• (2) The Indemnifying Party agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Indemnifying Party or any person asserting claims on behalf of or in right of the Indemnifying Party for or in connection with the Offering except to the extent that any expenses, losses, claims, actions, costs, damages or liabilities suffered by the Indemnifying Party are determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have resulted from the material breach of this Agreement, fraudulent act, gross negligence or wilful misconduct of such Indemnified Party.

• (3) The Indemnifying Party agrees that in case any legal proceeding shall be brought against the Indemnifying Party and/or an Indemnified Party by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate against the Indemnifying Party and/or an Indemnified Party shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Company by the Underwriters, the Underwriters shall have the right to employ their own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Indemnified Party at their normal per diem rates for time spent in connection therewith) and out-of-pocket expenses incurred by the Indemnified Party in connection therewith shall be paid by the Indemnifying Party as they occur.

• (4) Promptly after receipt of notice of the commencement of any legal proceeding against an Indemnified Party or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnifying Party, the Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnifying Party, will keep the Indemnifying Party advised of the progress thereof and shall discuss with the Indemnifying Party all significant actions proposed. The omission so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party except and only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Indemnifying Party would otherwise have under this

• 38 -

indemnity had the Indemnified Party not so delayed in giving or failed to give the notice required hereunder.

• (5) The Indemnifying Party shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence thereof, provided such defence is conducted by experienced and competent counsel. Upon the Indemnifying Party notifying the Indemnified Party in writing of its election to assume the defence and retaining counsel, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by them in connection with such defence. If such defence is assumed by the Indemnifying Party, the Company throughout the course thereof will provide copies of all relevant documentation to the Indemnified Party, will keep the Indemnified Party advised of the progress thereof and will discuss with the Indemnified Party all significant actions proposed.

• (6) Notwithstanding the foregoing paragraph, any Indemnified Party shall have the right, at the Indemnifying Party’s expense, to employ counsel of such Indemnified Party’s choice, in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized by the Indemnifying Party; or (ii) the Indemnifying Party has not assumed the defence and employed counsel therefor within 14 days after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Indemnifying Party or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate because there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party (in which event and to that extent, the Indemnifying Party shall not have the right to assume or direct the defence on the Indemnified Party’s behalf) or that there is a conflict of interest between the Indemnifying Party and the Indemnified Party or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (in either of which events the Indemnifying Party shall not have the right to assume or direct the defence on the Indemnified Party’s behalf), provided that the Indemnifying Party shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all Indemnified Parties.

• (7) No admission of liability and no settlement of any action, suit, proceeding, claim or investigation shall be made without the consent of the Indemnified Parties affected, such consent not to be unreasonably withheld. No admission of liability shall be made and the Indemnifying Party shall not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its consent, such consent not to be unreasonably withheld.

• (8) The indemnity and contribution obligations of the Indemnifying Party shall be in addition to any liability which the Indemnifying Party may otherwise have, shall extend upon the same terms and conditions to all Indemnified Parties and shall be binding upon and enure to the benefit of any successors and assigns, of the Indemnifying Party and the Indemnified Parties.

• 39 -

Section 10 Contribution

• (1) In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 9(1) would otherwise be available in accordance with its terms but is, for any reason (other than clauses Section 9(1)(a) and Section 9(1)(b)), held to be unavailable to or unenforceable by the Indemnified Party or enforceable otherwise than in accordance with its terms or is insufficient to hold the Indemnified Party harmless, the Indemnifying Party shall contribute to the aggregate of all claims, expenses, costs and liabilities and all losses (other than loss of profits in connection with the distribution of the Offered Units) of the nature contemplated in this Section 10 and suffered or incurred by the Indemnified Parties in such proportions as is appropriate to not only reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the distribution of the Offered Units but also the relative fault of the Company on one hand and the Indemnified Parties on the other hand in connection with the Claim or Claims which resulted in such claims, expenses, costs, damages, liabilities or losses, as well as any other equitable considerations determined by a court of competent jurisdiction; provided that the Company shall, in any event contribute to the amount paid or payable by the Indemnified Parties as a result of such Claim any excess of such amount over the amount of the fees received by the Underwriters or any other Indemnified Party hereunder and further provided that the Underwriters shall not in any event be liable to contribute, in the aggregate, any amount in excess of such total Underwriting Fee or any portion thereof actually received by the Underwriters. However, no party shall be entitled to claim contribution from any person for any Claim which has been determined by a court of competent jurisdiction in a final judgment (in a proceeding in which the applicable Indemnified Party is named as a party) that has become non-appealable to have resulted from the gross negligence, fraud, fraudulent misrepresentation or wilful misconduct of such party from any person who has not been determined by such court of competent jurisdiction in final judgement to have engaged in such gross negligence, fraud, fraudulent misrepresentation or wilful misconduct.

• (2) The Underwriters’ obligations to contribute pursuant to this Section 10 are several, and not joint, in proportion to their respective underwriting commitments as set forth opposite their respective names in Section 22 hereof.

• (3) In the event that the Indemnifying Party is held to be entitled to contribution from the Underwriters under the provisions of any Applicable Law, the Indemnifying Party shall be limited to contribution in an amount not exceeding the lesser of:

• (a) the portion of the full amount of the loss or liability giving rise to such contribution for which the Underwriters are responsible, as determined above; and

• (b) the amount of the Underwriting Fee actually received by the Underwriters from the Indemnifying Party hereunder, provided that no individual Underwriter shall be required to contribute more than the fee actually received by such Underwriter.

• 40 -

• (4) The rights to contribution provided in this Section 10 shall be in addition to and not in derogation of any other right to contribution which the Indemnified Parties may have by statute or otherwise at law.

• (5) With respect to Section 9 and this Section 10, the Company acknowledges and agrees that the Underwriters are contracting on their own behalf and as agents for their respective affiliates and subsidiaries (including the U.S. Affiliates) and each of their respective directors, officers, partners, employees and shareholders, and each person, if any, controlling any Underwriter or any of its subsidiaries or affiliates and each shareholder of any Underwriter. Accordingly, the Company hereby constitutes the Underwriters as agents for each person who is entitled to the covenants of the Company contained in Section 9 and this Section 10 and is not a party hereto and the Underwriters agree to accept such agents and to hold in trust for and to enforce such covenants on behalf of such persons.

Section 11 Covenants of the Company

• (1) The Company covenants and agrees with the Underwriters that:

• (a) it will advise the Underwriters, promptly after receiving notice thereof, of the time when the Offering Documents have been filed and receipts, as applicable, therefor have been obtained and will provide evidence reasonably satisfactory to the Underwriters of each such filing and copies of such receipt;

• (b) between the date hereof and the date of completion of the distribution of the Offered Units, the Company will advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of:

  • (i) the issuance by any Canadian Securities Commission or U.S. securities regulator of any order suspending or preventing the use of any of the Offering Documents;

  • (ii) the issuance by any Canadian Securities Commission or the TSXV of any order having the effect of ceasing or suspending the distribution of the Common Shares or the trading in any securities of the Company, or of the institution or, to the knowledge of the Company, threatening of any proceeding for any such purpose; or

  • (iii) any requests made by any Canadian Securities Commission for amending or supplementing any of the Offering Documents or for additional information;

and the Company will use its commercially reasonable efforts to prevent the issuance of any order referred to in subparagraphs (b)(i), (b)(ii) or (b)(iii) above and, if any such order is issued, to use its commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible time;

• (c) the Company will use its commercially reasonable best efforts to maintain the listing of the Common Shares (including those issuable pursuant to the Offering) on the TSXV or such other recognized stock exchange or

• 41 -

quotation system as the Underwriters may approve, acting reasonably, for a period of at least 36 months following the Closing Date, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Company;

• (d) will use its commercially reasonable efforts to list, and maintain the listing of, the Warrants on the TSXV or such other recognized stock exchange or quotation system as the Underwriters may approve, acting reasonably, for a period of at least 36 months following the Closing Date, subject to the rules and policies of the TSXV with respect to supplemental listing of warrants; provided that the foregoing requirement to maintain the listing of the Warrants is subject to the obligations of the directors to comply with their fiduciary duties to the Company; and

• (e) the Company will use the net proceeds from the Offering substantially in accordance with the purposes described in the Offering Documents, except for circumstances where, for sound business reasons, a reallocation of the net proceeds may be necessary and subject to any other qualifications set out therein.

• (2) Prior to the completion of the distribution of the Offered Units, the Company will file all documents required to be filed with or furnished to the Canadian Securities Commissions pursuant to Canadian Securities Laws.

• (3) The Company will not, without the prior written consent of the Underwriters (not to be unreasonably withheld), directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Company during the period from the date hereof and ending 90 days following the Closing Date, except in conjunction with: (i) the grant of stock options and other similar issuances pursuant to any share incentive plan of the Company and other share compensation arrangements, provided that the exercise price thereof shall not be less than the Offering Price; (ii) obligations of the Company or its Subsidiaries in respect of existing terms of existing agreements outstanding as of the date hereof; (iii) the exercise of outstanding stock options, warrants and other convertible securities; (iv) the issuance of securities by the Company in connection with arm’s length acquisitions in the normal course of business; or (v) as contemplated herein, including in respect of the Over-Allotment Option and in respect of the Broker Warrants and Broker Shares.

• (4) The Company will use commercially reasonable efforts to cause each of the directors and officers of the Company to enter into lock-up agreements to be executed concurrently with the closing of the Offering, in a form satisfactory to the Company and the Underwriters, each acting reasonably, evidencing their agreement to not, without the consent of the Underwriters, which consent shall not be unreasonably withheld, offer, sell, or resell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter

• 42 -

economic exposure to, any securities of the Company held by them or agree to or announce any intention to do so for a period of 90 days following the Closing Date, subject to customary exceptions.

Section 12 All Terms to be Conditions

The Company agrees that the conditions contained in this Agreement will be complied with insofar as the same relate to acts to be performed or caused to be performed by the Company. Any breach or failure to comply with any of the conditions set out in this Agreement shall entitle any of the Underwriters to terminate their obligation to purchase the Offered Units, by written notice to that effect given to the Company at or prior to the Closing Time or the Option Closing Time, as applicable. It is understood that the Underwriters may waive, in whole or in part, or extend the time for compliance until no later than 42 days from the date of the Final Receipt with, any of such terms and conditions without prejudice to the rights of the Underwriters in respect of any such terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on any Underwriter any such waiver or extension must be in writing and signed by such Underwriter.

Section 13 Termination by Underwriters

• (1) Each Underwriter shall also be entitled to terminate its obligation to purchase the Offered Units by written notice to that effect to the Company at or prior to the Closing Time or the Option Closing Time, as applicable, if after the date hereof and prior to the Closing Time or Option Closing Time, as applicable:

• (a) there shall be (i) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) commenced, announced or threatened, or any order is made or issued in relation to the Company or any of the directors or officers of the Company under or pursuant to any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, including without limitation the TSXV, other stock exchange or any securities regulatory authority (ii) there is a change in any law, rule or regulation or policy or the interpretation or administration thereof, or (iii) an order to cease or suspend trading in any securities of the Company or prohibiting or restricting the distribution of any of the Offered Units is made, or proceedings are announced, commenced or threatened for the making of any such order, by any securities commission or similar regulatory authority, the TSXV, other stock exchange or other competent authority, which in the reasonable opinion of the Underwriters or any one of them, materially adversely affects the Company or materially prevents or restricts the trading in, or materially adversely impacts the distribution of, the Offered Units or any other securities of the Company;

• (b) there should occur any material change (actual, anticipated or threatened) in or affecting the business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise), prospects or results of operations of the Company, any of its Subsidiaries or 3PL, taken as a whole, any change in a material fact, or there shall exist or be discovered any change in any material fact or previously undisclosed material fact which, in the reasonable opinion of the

• 43 -

Underwriters, or any one of them, could reasonably be expected to have a Material Adverse Effect on the Company or could reasonably be expected to have a material adverse effect on the market price or value of the Offered Units or could reasonably be expected to result in purchasers of Offered Units exercising their rights under applicable securities laws to withdraw from or rescind their purchase thereof or sue for damages in respect thereof;

• (c) there should develop, occur or come into effect or existence any event, action, state, condition or any action, law or regulation, inquiry, including, without limitation, terrorism, accident or major financial, political or economic occurrence of national or international consequence including by way of COVID-19 (which, in the case of COVID-19, as of the date hereof, the parties are not aware of any material adverse developments related thereto) or any new or change in any action, government, law, regulation or inquiry or other occurrence of any nature, which in the reasonable opinion of the Underwriters, materially adversely affects or involves or may materially adversely affect or involve the financial markets in Canada or the U.S. or the business, operations or affairs of the Company, its Subsidiaries and 3PL taken as a whole or the market price or value of the securities of the Company; or

• (d) the Company is in breach of any material term, condition or covenant of this Agreement or any material representation or warranty given by the Company in this Agreement is or becomes false in any material respect, or the Company is in material breach of, default under, non-compliance or alleged non-compliance of any material requirements of applicable Securities Laws, including any rules or regulations of the TSXV.

• (2) If this Agreement is terminated by any of the Underwriters pursuant to Section 13(1), there shall be no further liability on the part of such Underwriter or of the Company to such Underwriter, except in respect of any liability which may have arisen or may thereafter arise under Section 9, Section 10 and Section 17.

• (3) The right of the Underwriters or any of them to terminate their respective obligations under this Agreement is in addition to such other remedies as they may have in respect of any default, act or failure to act of the Company in respect of any of the matters contemplated by this Agreement. A notice of termination given by one Underwriter under this Section 13 shall not be binding upon the other Underwriters.

• (4) Notwithstanding the foregoing and for the avoidance of doubt, this Agreement may be terminated at any time at or prior to the Closing Time upon the mutual written agreement of the Company and the Underwriters if the parties hereto decide not to proceed with the Offering.

Section 14 Closing

The closing of the purchase and sale of the Initial Units herein provided for shall be completed electronically or at the Toronto offices of Cassels, Brock & Blackwell LLP or at such other place as the Underwriters and the Company shall agree upon, at 5:00 a.m. (Vancouver time) on

• 44 -

March 30, 2021, or such other date and/or time as may be agreed upon in writing by the Company and the Underwriters (respectively, the “ Closing Time ” and the “ Closing Date ”). At the Closing Time, subject to the terms and conditions contained in this Agreement, the Company shall deliver to the Underwriters the Initial Units in electronic or certificated form against payment to the Company by the Underwriters of the aggregate Offering Price for the Initial Units by wire transfer or certified cheque, net of the Underwriting Fee and expenses of the Underwriters payable by the Company as set out in this Agreement. The Company shall cause the Warrant Agent to issue electronically and register through the non-certificated inventory process, the Initial Units against payment therefor in the manner as set forth above, such electronic issuance being registered in the name of CDS (or in such other name as the Underwriters may direct).

Section 15 Conditions of Closing

• (1) The obligations of the Underwriters under this Agreement are subject to the accuracy of the representations and warranties of the Company contained in this Agreement both as of the date of this Agreement, the Closing Time, the performance by the Company of its obligations under this Agreement and receipt by the Underwriters, at the Closing Time, of the following, other than as provided below:

• (a) a favourable legal opinion, dated the Closing Date, from Cassels, Brock and Blackwell LLP, legal counsel to the Company, addressed to the Underwriters, substantially to the effect set forth below, subject to customary assumptions, qualifications and limitations:

  • (i) the Company is a corporation continued and existing under the Act and has all requisite corporate power and capacity to carry on its business as now conducted as described in the Prospectus and to own, lease and operate its property and assets described in the Prospectus;

  • (ii) the Company being a “reporting issuer” not included on the list of issuers in default in each of the Qualifying Jurisdictions where Offered Units were sold;

  • (iii) the authorized and issued capital of the Company;

  • (iv) the Company has all necessary corporate power and authority to (i) execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Broker Warrant Certificates, as applicable, (ii) create, issue and sell the Offered Units, (iii) issue the Broker Warrants, (iv) issue the Broker Shares on the exercise of the Broker Warrants, (v) issue the Warrant Shares on the exercise of the Warrants, and (vi) grant the Over-Allotment Option;

  • (v) all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates, as applicable, and the performance of its obligations under the Agreement, the Warrant Indenture and the Broker Warrant Certificates and this Agreement, the Warrant Indenture and the Broker Warrant

• 45 -

Certificates have been duly executed and delivered by the Company and constitute legal, valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement, the Warrant Indenture and the Broker Warrant Certificates may be limited by Applicable Law;

• (vi) the execution and delivery of this Agreement, the Warrant Indenture and the Broker Warrant Certificates and the fulfilment of the terms of this Agreement, the Warrant Indenture and the Broker Warrant Certificates by the Company and the issuance, sale and delivery of the Offered Units, the issuance and delivery of the Broker Warrants, the grant of the Over-Allotment Option, do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with the notice of articles and articles of the Company, any resolutions of the shareholders or directors (including committees of the board of directors) of the Company or the Act or Canadian Securities Laws;

• (vii) all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material and the filing thereof with the Canadian Securities Commissions in the Qualifying Jurisdictions;

• (viii) the Unit Shares have been validly issued as fully paid and nonassessable shares in the capital of the Company;

• (ix) the Warrants have been duly and validly created and issued and the Warrant Shares have been reserved and authorized and allotted for issuance, and upon the payment therefor and the issue thereof upon exercise of the Warrants in accordance with the provisions of the Warrant Indenture, the Warrant Shares will be duly and validly issued as fully paid and non-assessable Common Shares;

• (x) the Broker Warrants have been duly and validly created and issued and the Broker Shares have been reserved and authorized and allotted for issuance, and upon the payment therefor and the issue thereof upon exercise of the Broker Warrants in accordance with the provisions of the Broker Warrant Certificates, the Broker Shares will be duly and validly issued as fully paid and non-assessable Common Shares;

• 46 -

• (xi) all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Canadian Securities Laws to qualify the distribution to the public of the Offered Units in the Qualifying Jurisdictions by or through persons who are duly registered under the applicable Canadian Securities Laws and to qualify the grant of the Over-Allotment Option and the Broker Warrants;

• (xii) the issuance by the Company of the (i) Warrant Shares upon due exercise of the Warrants, and (ii) Broker Shares upon due exercise of the Broker Warrants, is exempt from the prospectus requirements of applicable Canadian Securities Laws of the Qualifying Jurisdictions and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under applicable Canadian Securities Laws of the Qualifying Jurisdictions to permit such issuance;

• (xiii) the first trade in each of the Warrant Shares underlying the Warrants and the Broker Shares underlying the Broker Warrants is exempt from the prospectus requirements of applicable Canadian Securities Laws in the Qualifying Jurisdictions and no prospectus or other document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities is required to be obtained by the Company under applicable Canadian Securities Laws of the Qualifying Jurisdictions to permit such trade through registrants registered under Applicable Securities Laws who have complied with such laws and the terms and conditions of their registration, provided that (A) such trade is not a “control distribution” as that term is defined in National Instrument 45-102 – Resale of Securities at the time of such trade, and (B) such first trade is not a transaction or series of transactions involving a purchase and sale or a repurchase and resale in the course of or incidental to a distribution;

• (xiv) subject to the qualifications and assumptions set out therein, the statements set forth in the Prospectus under the captions “Certain Canadian Federal Income Tax Considerations” and “Eligibility for Investment”, insofar as they purport to describe the provisions of the laws referred to therein, are fair and accurate summaries of the matters discussed therein;

• (xv) Computershare Investor Services Inc. is the duly appointed registrar and transfer agent for the Common Shares;

• (xvi) Computershare Trust Company of Canada is the duly appointed warrant agent under the Warrant Indenture in respect of the Warrants; and

• 47 -

• (xvii) subject only to standard listing conditions imposed by the TSXV, the Unit Shares, Warrants, Warrant Shares and Broker Shares have been conditionally approved for listing on the TSXV,

in form and substance acceptable to the Underwriters and their counsel, acting reasonably. In connection with such opinion, counsel to the Company may rely on the opinions of local counsel in the Qualifying Jurisdictions acceptable to counsel to the Underwriters, acting reasonably, as to the qualification for distribution of the Offered Units or opinions may be given directly by local counsel of the Company with respect to those items and as to other matters governed by the laws of jurisdictions other than the province or provinces in which the Company's Canadian counsel are qualified to practice and may rely, to the extent appropriate in the circumstances but only as to matters of fact, on certificates of officers of the Company and others.

• (b) a favourable legal opinion in respect of the Company’s Subsidiaries in form and substance satisfactory to the Underwriters, dated as of the Closing Date with respect to the following: (i) the incorporation and existence under the laws of its jurisdiction of incorporation; (ii) as to the authorized and issued share capital and the holders of the issued and outstanding shares; and (iii) the requisite corporate power and capacity under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and to own and lease its properties and assets;

• (c) if any of the Offered Units are offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, the Underwriters shall have received at the Closing Time a customary and favourable legal opinion dated the Closing Date in form and substance reasonably satisfactory to the Underwriters to the effect that no registration is required under the U.S. Securities Act in connection with the offer and resale of the Offered Units under Rule 144A, provided, in each case, that such offer, resale and delivery of Offered Units in the United States or to, or for the account or benefit of, U.S. Persons, is made in compliance with this Agreement and the terms set out in Schedule “A” hereto and provided further that it being understood that no opinion is expressed as to any subsequent resale of any Offered Units. In providing the foregoing opinion, such counsel may rely upon the covenants, representation and warranties of the Company and the Underwriters set forth in this Agreement and Schedule “A” hereto, and upon the covenants, representation and warranties of any purchasers in the United States;

• (d) an auditor’s “bring down” comfort letter dated the Closing Date from Manning Elliott LLP, in form and substance satisfactory to the Underwriters, acting reasonably, updating the comfort letter referred to in Section 5(1)(d) above with such changes as may be necessary from the comfort letter delivered previously to bring the information therein forward to a date which is within two Business Days of the Closing Date;

• (e) a certificate, dated the Closing Date and signed on behalf of the Company, but without personal liability, by the Chief Executive Officer and by the Chief

• 48 -

Financial Officer of the Company, or such other officers of the Company as may be reasonably acceptable to the Underwriters, certifying that: (i) the Company has complied in all material respects with all covenants and satisfied in all material respects all terms and conditions hereof to be complied with and satisfied by the Company at or prior to the Closing Time; (ii) all the representations and warranties of the Company contained herein are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; (iii) since the respective dates as of which information is given in the Final Prospectus, there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Final Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Final Prospectus or which would result in the Final Prospectus not complying with applicable Canadian Securities Laws; and (iv) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or prohibiting the sale of the Offered Units or any other securities of the Company (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;

• (f) at the Closing Time, certificates dated the Closing Date, signed on behalf of the Company, but without personal liability, by the Chief Executive Officer of the Company or the Chief Financial Officer of the Company or another officer acceptable to the Underwriters, acting reasonably, in form and content satisfactory to the Underwriters, acting reasonably, with respect to the constating documents of the Company; the resolutions of the directors of the Company relevant to the Offering Documents, the sale of the Offered Units, the issuance and delivery of the Broker Warrants, the grant of the Over-Allotment Option, and the authorization of this Agreement and the Warrant Indenture and the transactions contemplated herein and therein, the listing of the Unit Shares, Warrants, Warrant Shares and Broker Shares on the TSXV; and the incumbency and signatures of signing officers of the Company;

• (g) at the Closing Time, the Company’s directors and officers shall each have entered into lock-up agreements in form and substance satisfactory to the Underwriters, evidencing their agreement to not, without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed, offer, sell, or resell (or announce any intention to do so) any securities of the Company held by them or agree to or announce any such offer or sale for a period of 90 days following the Closing Date, subject to customary exceptions;

• (h) at the Closing Time, a certificate of good standing (or equivalent), where issuable, for the Company, the Subsidiaries and 3PL dated within one (1) Business Day (or such earlier or later date as the Underwriters may accept) of the Closing Date;

• 49 -

• (i) the Broker Warrant Certificates;

• (j) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Company or prohibiting the sale of the Offered Units or any of the Company’s issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Company, threatened by any securities regulatory authority or the TSXV;

• (k) on the Closing Date, evidence satisfactory to the Underwriters that the Unit Shares, Warrants, Warrant Shares and Broker Shares shall have been conditionally approved for listing on the TSXV, subject only to satisfaction by the Company of standard listing conditions;

• (l) certificates or evidence of registration representing, in the aggregate, the Unit Shares and Warrants in the name of CDS or its nominee or in such other name(s) as the Underwriters shall have directed;

• (m) the Underwriters shall have received a certificate from Computershare Investor Services Inc. as to the number of Common Shares issued and outstanding as at the date immediately prior to the Closing Date; and

• (n) such other documents as the Underwriters or counsel to the Underwriters may reasonably require.

Section 16 Over-Allotment Option

• (1) The Over-Allotment Option, may be exercised by the Underwriters at any time, in whole or in part by delivering notice to the Company up to 30 days after and including the Closing Date, which notice will specify the number of Additional Units, Additional Shares and/or Additional Warrants, as applicable, to be purchased by the Underwriters and the date (the “ Option Closing Date ”) and time (the “ Option Closing Time ”) on and at which such Additional Units, Additional Shares and/or Additional Warrants, as applicable, are to be purchased. Such Option Closing Date may be the same as (but not earlier than) the Closing Date and will not be earlier than two Business Days nor later than seven Business Days after the date of delivery of such notice (except to the extent a shorter or longer period shall be agreed to by the Company). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Company will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the number of Additional Units, Additional Shares and/or Additional Warrants, as applicable, indicated in the notice. Additional Units, Additional Shares and/or Additional Warrants, as applicable, may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering.

• (2) In the event that the Over-Allotment Option is exercised in accordance with its terms, the closing of the issuance and sale of that number of Additional Units, Additional Shares and/or Additional Warrants, as applicable, in respect of which the Underwriters are exercising the Over-Allotment Option shall take place at the

• 50 -

Option Closing Time electronically or at such other place as may be agreed to by the Underwriters and the Company.

• (3) At the Option Closing Time, the Company shall issue to the Underwriters that number of Additional Units, Additional Shares and/or Additional Warrants, as applicable, in respect of which the Underwriters are exercising the Over-Allotment Option and deposit with CDS or its nominee, if requested by the Underwriters, the Additional Units, Additional Shares and/or Additional Warrants, as applicable, electronically through the non-certificated inventory system of CDS against payment per Additional Unit, Additional Share and/or Additional Warrant, as applicable, by wire transfer or certified cheque payable to the Company or as otherwise directed by the Company, net of the Underwriting Fee and any Underwriters’ Expenses payable by the Company as set out in this Agreement.

• (4) The obligation of the Underwriters to make any payment or delivery contemplated by this Section 16 is subject to the applicable terms, conditions and provisions of this Agreement (including the provisions of Section 15 relating to closing deliveries) which shall apply mutatis mutandis to the closing of the issuance of any Additional Units, Additional Shares and/or Additional Warrants, as applicable, pursuant to any exercise of the Over-Allotment Option.

• (5) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Additional Units, Additional Shares and/or Additional Warrants, as applicable, issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such OverAllotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Section 17 Compensation of the Underwriters

• (1) At the Closing Time, the Company shall pay to the Underwriters, the Underwriting Fee, equal to 6.0% of the aggregate gross proceeds received of the Offering (including for certainty on any exercise of the Over-Allotment Option) in consideration of the services to be rendered by the Underwriters in connection with the Offering, provided that the Underwriting Fee shall be reduced to 3.0% of the aggregate gross proceeds in respect of sales to purchasers on the President’s List up to a maximum of $11,500,000 in gross proceeds from such Purchasers. To the extent applicable, the Underwriting Fee will be netted out of the gross proceeds of the Offering.

• (2) As additional compensation for the services provided by the Underwriters, the Company shall grant to the Underwriters broker warrants (the “ Broker Warrants ”) equal to the sum of 6.0% of the aggregate number of Offered Units sold under the Offering (including for certainty in respect of the aggregate number of securities sold on any exercise of the Over-Allotment Option), provided that the aggregate number of Broker Warrants shall be reduced to 3.0% in respect of Offered Units sold to purchasers on the President’s List. Each Broker Warrant entitles the holder of the Broker Warrant to acquire one Common Share (each, a “ Broker Share ”) at an

• 51 -

exercise price equal to the Offering Price for a period of 36 months from the Closing Date, pursuant to the terms of the broker warrant certificates (the “ Broker Warrant Certificates ”). The Broker Warrant Certificates representing the Broker Warrants will include, among other things, provisions for the appropriate adjustment in the class, number and price of the underlying Broker Shares upon exercise of the Broker Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Common Shares, the payment of stock dividends and the amalgamation of the Company.

Section 18 Expenses

The Company will pay all expenses and fees in connection with the Offering, including, without limitation: (i) all expenses of or incidental to the creation, issue, sale or distribution of the Offered Units and the filing of the Offering Documents; (ii) the fees and expenses of the Company’s legal counsel and auditors; (iii) all costs incurred in connection with the preparation of documentation relating to the Offering, including printing costs; (iv) all costs and expenses related to any roadshow and marketing activities; and (v) all reasonable and direct expenses of the Underwriters including all reasonable fees and disbursements of the Underwriters’ legal counsel, up to a maximum amount of $125,000, exclusive of applicable taxes and disbursements (collectively, the “ Underwriters’ Expenses ”). All Underwriters’ Expenses incurred by the Underwriters, or on their behalf, shall be payable by the Company immediately upon receiving an invoice therefor from the Underwriters and shall be payable whether or not an offering is completed. At the option of the Underwriters, such fees and expenses may be deducted from the gross proceeds otherwise payable to the Company on the closing of the Offering. Regardless of whether the transactions contemplated herein are completed or not, the Company will pay the Underwriters’ Expenses, as described in this Section 17.

Section 19 No Advisory or Fiduciary Relationship

The Company acknowledges and agrees that (a) the purchase and sale of the Offered Units pursuant to this Agreement, including the determination of the Offering Price, the Offered Units and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the Offering and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its shareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favour of the Company with respect to the Offering or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the Offering except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the Offering and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deems appropriate.

Section 20 Notices

Any notice to be given hereunder shall be in writing and may be given by hand delivery or email and shall, in the case of notice to the Company, be addressed and emailed or delivered to:

• 52 -

GTEC Holdings Ltd. Suite 335 – 1632 Dickson Avenue Kelowna, BC V1Y 7T2

Attention: Norton Singhavon Email: [PERSONAL INFORMATION REDACTED]

with a copy to (such copy not to constitute notice):

Cassels, Brock and Blackwell LLP 2100 Scotia Plaza 40 King Street West Toronto, ON M5H 3C2

Attention: Jonathan Sherman Email: jsherman@cassels.com

and in the case of the Underwriters, addressed and emailed or delivered to:

Desjardins Securities Inc. 25 York St., Suite 1000 Toronto, Ontario M5J 2V5

Attention: William Tebbutt Email: bill.tebbutt@desjardins.com

Eight Capital Suite 2900, 100 Adelaide Street West Toronto, ON M5H 1S3

Attention: Elizabeth Staltari Email: estaltari@viiicapital.com

with a copy to (such copy not to constitute notice):

Blake, Cassels & Graydon LLP Suite 4000, 199 Bay Street Commerce Court West Toronto, ON M5L 1A9

Attention: Michael Hickey Email: michael.hickey@blakes.com

The Company and the Underwriters may change their respective addresses for notice by notice given in the manner referred to above. Any such notice or other communication shall be in writing, and unless delivered personally to the addressee or to a responsible officer of the addressee, as applicable, shall be given by fax and shall be deemed to have been given when: (i) in the case of a notice delivered personally to a responsible officer of the addressee, when so delivered; and (ii) in the case of a notice delivered or given by fax on the first Business Day following the day on which it is sent.

• 53 -

Section 21 Survival

All warranties, representations, covenants and agreements of the Company contained herein or delivered pursuant to this Agreement shall survive the purchase by the Underwriters or the Substituted Purchasers of the Offered Units and shall continue in full force and effect for the benefit of the Underwriters regardless of the closing of the Offering, any subsequent disposition of the Offered Units by the Underwriters or the termination of the Underwriters’ obligations under this Agreement for a period of two years after the Closing Date and shall not be limited or prejudiced by any investigation made by or on behalf of the Underwriters in accordance with the preparation of the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or the distribution of the Offered Units or otherwise, and the Company agrees that the Underwriters shall not be presumed to know of the existence of a claim against the Company under this Agreement or any document delivered pursuant to this Agreement or in connection with the purchase and sale of the Offered Units as a result of any investigation made by or on behalf of the Underwriters in accordance with the preparation of the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or the distribution of the Offered Units or otherwise. Notwithstanding the foregoing, the provisions contained in this Agreement in any way related to indemnification or contribution obligations shall survive and continue in full force and effect indefinitely.

Section 22 Underwriters’ Obligations

• (1) Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Offered Units shall be several and not joint and several and the liability of each of the Underwriters to purchase the Offered Units shall be limited to the following percentages of the purchase price paid for the Offered Units:

Desjardins Securities Inc. 50% Eight Capital 50%

• (2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Units at the Closing Time or the Option Closing Time, as the case may be, (a “ Defaulting Underwriter ”) and the percentage of Offered Units that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Units then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Offered Units not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter’s portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Option Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event that the percentage of Offered Units that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Units, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Units which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Units, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may

• 54 -

otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such default. Nothing in this Section 22 shall oblige the Company to sell to the Underwriters less than all of the Offered Units or relieve from liability to the Company any Underwriter which shall be so in default.

• (3) Subject to compliance with applicable Securities Laws, without affecting the firm obligation of the Underwriters to purchase from the Company 25,000,000 Offered Units at the Offering Price in accordance with this Agreement, after the Underwriters have made reasonable effort to sell all of the Offered Units at the Offering Price, the price at which Offered Units are offered to the public may be decreased by the Underwriters and further changed from time to time to an amount not greater than the Offering Price specified herein. Such decrease will not affect the Underwriters Fee ($0.048 per Offered Unit) to be paid by the Company to the Underwriters, and it will not decrease the amount of the net proceeds of the Offering to be paid by the Underwriters to the Company ($0.752 per Offered Unit), before deducting expenses of the Offering. The Underwriters will inform the Company if such decrease occurs.

Section 23 Market Stabilization

In connection with the distribution of the Offered Units, the Underwriters (or any of them) may effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market, but in each case as permitted by Canadian Securities Laws. Such stabilizing transactions, if any, may be discontinued by the Underwriters at any time.

Section 24 Entire Agreement

Any and all previous agreements with respect to the purchase and sale of the Offered Units, whether written or oral, are terminated and this Agreement constitutes the entire agreement between the Company and the Underwriters with respect to the purchase and sale of the Offered Units.

Section 25 Waiver; Severability

No waiver of any provision of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the party to be bound by the waiver. A party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right it may have. If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

Section 26 Governing Law

This Agreement shall be governed by and construed in accordance with the laws in force in the province of Ontario and the federal laws of Canada applicable therein and the parties submit to the non-exclusive jurisdiction of the courts of the Province of Ontario.

• 55 -

Section 27 Time of the Essence

Time shall be of the essence hereof and, following any waiver or indulgence by any party, time shall again be of the essence hereof.

Section 28 Counterparts; Electronic Copies

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Each of the parties hereto shall be entitled to rely on delivery of a facsimile or portable document format copy of this Agreement and acceptance by each such party of any such facsimile or portable document format copy shall be legally effective to create a valid and binding agreement between the parties hereto in accordance with the terms hereof.

[Remainder of page intentionally blank. Signature page follows.]

If the foregoing is in accordance with your understanding and is agreed to by you, will you please confirm your acceptance by signing the enclosed copies of this letter at the place indicated and returning the same to us.

Yours very truly,

DESJARDINS SECURITIES INC.

By: (signed) “William Tebbutt” Name: William Tebbutt Title: Managing Director

EIGHT CAPITAL

By: (signed) “Elizabeth Staltari” Name: Elizabeth Staltari Title: Principal, Managing Director, Investment Banking

The foregoing is in accordance with our understanding and is accepted by us.

GTEC HOLDINGS LTD.

By: (signed) “Norton Singhavon” Name: Norton Singhavon Title: Founder, Chairman & Chief Executive Officer

SCHEDULE “ A ”

UNITED STATES OFFERS AND SALES

1. Definitions

As used in this and related appendices, capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Agreement to which this Schedule “A” is annexed and to which it forms a part, and the following terms shall have the meanings indicated:

• (a) “ Directed Selling Efforts ” means directed selling efforts as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “A”, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Units and includes the placement of an advertisement in a publication with a general circulation in the United States that refers to the Offering or the Initial Units or Additional Units;

• (b) “ Foreign Issuer ” shall have the meaning ascribed thereto in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “A”, it includes any issuer which is a corporation or other organization incorporated or organized under the laws of any country other than the United States, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are owned of record either directly or indirectly by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;

• (c) “ General Solicitation ” and “ General Advertising ” mean “general solicitation” and “general advertising”, respectively, as used in Rule 502(c) under the U.S. Securities Act, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the Internet, or broadcast over radio, or television or the Internet or any seminar or meeting whose attendees had been invited by general solicitation or general advertising or in any other manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;

• (d) “ Regulation S ” means Regulation S adopted by the SEC under the U.S. Securities Act;

• (e) “ SEC ” means the United States Securities and Exchange Commission;

• (f) “ Securities ” means, collectively, the Offered Units, the Unit Shares, the Warrants and the Warrant Shares; and

• (g) “ Substantial U.S. Market Interest ” means “substantial U.S. market interest” as that term is defined in Regulation S.

A-1

All other capitalized terms used but not otherwise defined in this Schedule shall have the meanings given to them in the Agreement to which this Schedule is attached and of which this Schedule forms a part.

2. Representations, Warranties and Covenants of the Company

The Company represents, warrants and covenants to the Underwriters (including for the benefit of the U.S. Affiliates) that:

• (a) The Company is and on the Closing Date will be a Foreign Issuer with no Substantial U.S. Market Interest in its common shares. The Company is not, nor as a result of the offer and sale of Offered Units contemplated hereby will it be, registered or required to be registered as an “investment company” under the United States Investment Company Act of 1940, as amended (the “ Investment Company Act ”).

• (b) Except with respect to sales to Qualified Institutional Buyers in reliance upon Rule 144A, neither the Company nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Initial Units or Additional Units to a person in the United States (or to or for the account or benefit of, a U.S. Person); or (B) any sale of the Initial Units or Additional Units unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States (and not acting for the account or benefit of, a U.S. Person), or (ii) the Company and any person acting on its behalf reasonably believe that the purchaser is outside the United States (and not acting for the account or benefit of, a U.S. Person).

• (c) Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made), has made or will make any Directed Selling Efforts with respect to the Initial Units or Additional Units, or has taken or will take any action that would cause the exclusion afforded by Regulation S to be unavailable for offers and sales of the Initial Units or Additional Units pursuant to this Agreement.

• (d) None of the Company, any of its affiliates or any person acting on its or their behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Initial Units or Additional Units in the United States, or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

• (e) None of the Company, any of its affiliates or any person acting on any of their behalf (other than the Underwriters, their respective affiliates, or any person acting on any of their behalf, in respect of which no representation is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Initial Units and Additional Units.

A-2

• (f) So long as any of the Securities are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and cannot be sold pursuant to Rule 144(b)(1) under the U.S. Securities Act, the Company will, if it is neither subject to and in compliance with the reporting requirements of Section 13 or Subsection 15(d) of the U.S. Exchange Act nor exempt from such -

• requirements pursuant to Rule 12g3 2(b) thereunder, provide to any holder of those restricted securities, or to any prospective purchaser of those restricted securities designated by a holder, upon the request of that holder or prospective purchaser, at or prior to the time of sale, the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act (so long as that requirement is necessary in order to permit holders of the restricted securities to effect resales under Rule 144A).

• (g) The Offered Units are not, and as of the Closing Date and if Additional Units are sold to persons in the United States, the Option Closing Date, will not be, securities of the same class that is listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act or quoted in a “U.S. automated inter-dealer quotation system,” as such term is used in Rule 144A.

• (h) The Offering is not part of a scheme to evade the registration requirements of the U.S. Securities Act.

• (i) The Preliminary Prospectus and the Final Prospectus (and any other material or document prepared or distributed by or on behalf of the Company used in connection with offers and sales of the Initial Units or Additional Units) include, or will include, statements to the effect that the securities have not been registered under the U.S. Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons unless exemptions from the registration requirements of the U.S. Securities Act and state securities laws are available. Such statements have appeared, or will appear, (i) on the cover or inside cover page of the Preliminary Prospectus and the Final Prospectus; (ii) in the “Plan of Distribution” section of the Preliminary Prospectus and the Final Prospectus; and (iii) in any press release or other public statement made or issued by the Company or anyone acting on the Company’s behalf (other than the Underwriters, the U.S. Affiliates and any person acting on its or their behalf, as to whom the Company makes no representation, warranty, agreement or covenant) in connection with the Initial Units or Additional Units.

• (j) The Company shall cooperate with the reasonable requests of the Underwriters and counsel for the Underwriters to use its reasonable efforts to satisfy exemptions from the application of any applicable “blue sky” or state securities laws of those jurisdictions designated by the Underwriters with respect to the Qualified Institutional Buyers pursuant to Rule 144A, shall comply with any such applicable state securities law requirements and shall continue to be in compliance with such state securities laws in effect so long as required for the initial offer and sale of the Offered Units contemplated herein.

3. Representations, Warranties and Covenants of the Underwriters

Each of the Underwriters and its U.S. Affiliates, as applicable, acknowledges that the Securities, have not been and will not be registered under the U.S. Securities Act and may be offered and

A-3

sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each of the Underwriters and the U.S. Affiliates represents, warrants and covenants to the Company that:

• (a) It has not offered or sold, and will not offer or sell, any Initial Units or Additional Units except (a) in accordance with Rule 903 of Regulation S or (b) in the United States (or to or for the account or benefit of, a U.S. Person) to Qualified Institutional Buyers pursuant to Rule 144A. Accordingly, except with respect to offers and sales to Qualified Institutional Buyers in reliance upon Rule 144A, neither the Underwriter nor its U.S. Affiliate nor any persons acting on its or their behalf has engaged or will engage in (i) any offer to sell or any solicitation of an offer to buy, any Initial Units or Additional Units to any person in the United States (or to or for the account or benefit of, a U.S. Person), or (ii) any sale of Initial Units or Additional Units to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States (and not acting for the account or benefit of a U.S. Person), or such Underwriter, affiliate or person acting on behalf of either reasonably believed that such purchaser was outside the United States (and not acting for the account or benefit of a U.S. Person). It has not engaged in (i) any Directed Selling Efforts with respect to the Initial Units or Additional Units, or (ii) any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Initial Units or Additional Units.

• (b) All offers and sales of the Initial Units and Additional Units in the United States, or for the account or benefit of a U.S. Person, will be effected by or through the U.S. Affiliate of the Underwriter, who is duly registered under the U.S. Exchange Act and applicable state securities laws in each state in which such offer or sale is made and is a members in good standing with the Financial Industry Regulatory Authority, Inc., and will be effected in accordance with all applicable U.S. federal and state broker-dealer requirements. Each such U.S. Affiliate of the Underwriter in the United States is a Qualified Institutional Buyer.

• (c) It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Initial Units or Additional Units, except with its affiliates, any selling group members or with the prior written consent of the Company. The Underwriters, as applicable, shall each require its U.S. Affiliate and each selling group member through which it effects offers and sales to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that each U.S. Affiliate and selling group member complies with, the provisions of this Schedule “A” applicable to such Underwriter as if such provisions applied to such U.S. Affiliate and selling group member.

• (d) Offers and sales of the Offered Units in the United States by the Underwriters or their U.S. Affiliates have not been and will not be made (i) by any form of General Solicitation or General Advertising, or (ii) in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

• (e) Any offer or sale of, or solicitation of an offer to buy, the Initial Units or Additional Units that has been made or will be made in the United States (or to or for the account or benefit of, a U.S. Person) was or will be made only to Qualified

A-4

Institutional Buyers in accordance with Rule 144A in transactions that are exempt from registration under the U.S. Securities Act and applicable state securities laws.

• (f) Each offeree who is either in the United States or is acquiring the Offered Units for the account or benefit of a U.S. Person has been or shall be provided with a copy of the U.S. Private Placement Memorandum and any exhibits or attachments thereto in connection with such offer. Prior to any sale of the Initial Units or Additional Units to a person in the United States (or to or for the account or benefit of, a U.S. Person) or to a person who was offered the Initial Units or Additional Units in the United States, each such purchaser shall be provided with a copy of the U.S. Private Placement Memorandum (and exhibits thereto), including the Final Prospectus, and no written material other than the U.S. Private Placement Memorandum (and exhibits thereto) was used in connection with the offer and sale of the Initial Units or the Additional Units in the United States.

• (g) Each Qualified Institutional Buyer solicited by the Underwriters or its U.S. Affiliate will be informed that the Offered Units have not been and will not be registered under the U.S. Securities Act and are being sold to them in reliance on Rule 144A and in reliance upon similar exemptions from registration under applicable state securities laws.

• (h) Each Qualified Institutional Buyer solicited by the Underwriters or its U.S. Affiliate will be informed that the Initial Units or Additional Units are “restricted securities” as defined in Rule 144(a)(3) under the U.S. Securities Act that will not be represented by certificates that bear a U.S. restricted legend or identified by a restricted CUSIP number, are subject to restrictions if in the future it decides to offer, sell, pledge, or otherwise transfer, directly or indirectly, any of such Initial Units or Additional Units as set forth in the U.S. Private Placement Memorandum (and Exhibit I thereto), and that it must implement appropriate internal controls and procedures to ensure that such Initial Units or Additional Units shall be properly identified in its records as restricted securities that are subject to the transfer restrictions set forth therein notwithstanding the absence of a U.S. restricted legend or restricted CUSIP number.

• (i) It has offered and will offer the Offered Units in the United States (or to or for the account or benefit of, a U.S. Person) only to offerees with respect to which has reasonable grounds to believe was at the time of such offer and will be on the Closing Date or any Option Closing Date, a Qualified Institutional Buyer.

• (j) Prior to the completion of any sale of the Initial Units or Additional Units to a Qualified Institutional Buyer, each such Qualified Institutional Buyer will be required to properly complete, execute and deliver a Qualified Institutional Buyer Letter, the form of which is attached as Exhibit I to the U.S. Private Placement Memorandum (the “ U.S. Purchaser Letter ”).

• (k) At least two business days prior to any Closing Date and/or Option Closing Date, as applicable, the Company will be provided prior to any such Closing Date or Option Closing Date with a list of all offerees and purchasers of the Initial Units or Additional Units, as applicable, in the United States (or to or for the account or benefit of, a U.S. Person) and copies of all executed U.S. Purchaser’s Letters.

A-5

• (l) At or prior to the Closing Date or Option Closing Date, if applicable, each Underwriter together with its U.S. Affiliate that offered or sold the Initial Units or Additional Units in the United States (or to or for the account or benefit of, a U.S. Person), will provide to the Company a certificate in the form of Exhibit I to this Schedule “A” relating to the manner of the offer and sale of the Initial Units and Additional Units in the United States or will be deemed to have represented and warranted, with the same force and effect, that neither it nor its U.S. Affiliate offered or sold securities in the United States (or to or for the account or benefit of, a U.S. Person).

• (m) The Offering is not part of a scheme to evade the registration requirements of the U.S. Securities Act.

• (n) It acknowledges that until 40 days after the closing of the Offering, an offer or sale of the Initial Units or Additional Units within the United States by any dealer (whether or not participating in this offering) may violate the registration requirement of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirement of the U.S. Securities Act.

A-6

EXHIBIT “ I ” TO SCHEDULE A

UNDERWRITERS’ CERTIFICATE

In connection with the private placement in the United States of units (the “ Securities ”) of GTEC Holdings Ltd. (the “ Company ”) pursuant to the Underwriting Agreement dated as of March 16, 2021 among the Company and the underwriters named therein (the “ Underwriters ”), each of the undersigned does hereby certify as follows:

• (a) each undersigned Underwriter or U.S. affiliate of the undersigned Underwriter (the “ U.S. Affiliate ”) that offered or sold the Securities in the United States or to or for the account or benefit of, a U.S. Person, is duly registered as a broker or dealer under the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker - dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc. on the date hereof and on the date of each offer and sale made in the United States;

• (b) all offers and sales of the Securities in the United States were made only through the U.S. Affiliate and have been effected in accordance with all applicable U.S. broker - dealer requirements and the terms and conditions set forth in the Underwriting Agreement (including any exhibits thereto) and the U.S. Private Placement Memorandum;

• (c) each offeree to which we offered Securities who was either in the United States, was a U.S. Person, or was acquiring the Securities on behalf of a U.S. Person was prior to the time of such offeree’s purchase of Securities, provided with a copy of the U.S. Private Placement Memorandum (and exhibits thereto), including the Final Prospectus, and we did not use any other written material in connection with the offer or sale of Securities in the United States or to U.S. Persons;

• (d) immediately prior to our transmitting the U.S. Private Placement Memorandum (and any exhibits thereto) to such offerees, we had reasonable grounds to believe and did believe that each such offeree was, and continue to believe that each such offeree is a Qualified Institutional Buyer and, on the date of this certificate, we continue to believe that each such person purchasing Securities is a Qualified Institutional Buyer;

• (e) no form of “general solicitation” or “general advertising” (as those terms are used in Regulation D under the U.S. Securities Act) was used by us, including without limitation advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or the Internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Securities in the United States;

• (f) no Directed Selling Efforts were engaged in with respect to the offer or sale of the Securities;

• (g) prior to any sale in the United States (or to or for the account or benefit of, a U.S. Person) of Securities to a Qualified Institutional Buyers we obtained an executed

1

U.S Purchaser’s Letter in the form set forth as Exhibit I to the U.S. Private Placement Memorandum, and a copy of such U.S. Purchaser’s Letter has been delivered to the Company;

• (h) none of the undersigned nor any affiliates of the undersigned has taken or will take any action that would constitute a violation of Regulation M under the U.S. Exchange Act; and

• (i) all offers and sales of the Securities have been conducted by it in accordance with the terms of the Underwriting Agreement, including Schedule A thereto.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement unless otherwise defined herein. This Underwriters’ Certificate may be relied upon by counsel to the Company as if originally issued to such counsel. A newly executed copy of this Underwriters’ Certificate shall be provided in connection with any subsequent closing date, including, but not limited to, any Option Closing Date, as applicable.

Dated this _ day of _______, 2021.

[UNDERWRITER]

[NAME OF U.S. AFFILIATE]

By:

Name: Title:

By:

Name: Title:

2