CubicFarm Systems Corp.

EXECUTION VERSION

UNDERWRITING AGREEMENT

November 19, 2021

CubicFarm Systems Corp. 353 – 19951 80A Avenue Langley BC V2Y 0E2

Attention: David Dinesen, President, Chief Executive Officer & Director

Dear Sirs/Mesdames:

Raymond James Ltd. (“ Raymond James ”), Stifel Nicolaus Canada Inc. (“ Stifel ”) and Canaccord Genuity Corp., together as joint bookrunners (the “ Joint Bookrunners ”), and Echelon Wealth Partners Inc. (together with the Joint Bookrunners, the “ Underwriters ” and each individually an “ Underwriter ”) hereby severally, and not jointly nor jointly and severally, offer to purchase from CubicFarm Systems Corp. (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 16,000,000 common shares of the Company (the “ Firm Shares ”) on an underwritten “bought deal” basis at a price of $1.25 per Firm Share (the “ Offering Price ”) for an aggregate purchase price of $20,000,000 (the “ Offering ”).

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, up to an additional 2,400,000 common shares of the Company (the “ Additional Shares ”) at a price of $1.25 per Additional Share 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. The Firm Shares and the Additional Shares are collectively referred to herein as the “ Offered Shares ”.

The Offering shall take place in the Qualifying Jurisdictions (as defined below) and in the United States (as defined below), provided, however, that offers and sales of the Firm Shares and any Additional Shares in the United States shall be made only to Qualified Institutional Buyers (as defined below) on a private placement basis pursuant to an exemption from the registration requirements of the U.S. Securities Act (as defined below) provided by Rule 144A (as defined below) and, in all cases, in accordance with United States securities laws and the provisions of Schedule “A” to this Agreement. The Underwriters, on their own behalf and on behalf of their U.S. Affiliates (as defined below), and the Company acknowledge that Schedule “A” (and exhibits thereto) forms part of this Agreement and incorporated by reference herein.

The undersigned understand that the Company has prepared and filed with each of the Canadian Securities Commissions (as hereinafter defined) (i) a preliminary short form base shelf prospectus dated November 27, 2020 (together with the Documents Incorporated by Reference (as hereinafter defined) therein, the “ Preliminary Base Shelf Prospectus ”), and (ii) a final amended and restated short form base shelf prospectus dated October 13, 2021, which amended and restated the amended and restated short form base shelf prospectus dated April 20, 2021, which amended and restated the final short form base shelf prospectus dated December 14, 2020 (together with the Documents Incorporated by Reference therein and any supplements or amendments thereto, the “ Final Base Shelf Prospectus ”), in respect of up to $100,000,000 aggregate offering price of common shares, debt securities, subscription receipts, convertible

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securities, warrants, and units of the Company, omitting the Shelf Information (as hereinafter defined) in accordance with the Shelf Procedures (as hereinafter defined) and that the Company has received a Prospectus Receipt (as hereinafter defined) for the Preliminary Base Shelf Prospectus on November 27, 2020 and for the Final Base Shelf Prospectus on October 15, 2021.

In addition, the undersigned also understand that the Company will prepare and file by 2:00 p.m. (Vancouver time) on the date hereof, with the Canadian Securities Commissions, in accordance with the Shelf Procedures, a final prospectus supplement setting forth the Shelf Information (including any Documents Incorporated by Reference therein and any supplements or amendments thereto, the “ Prospectus Supplement ”, and, together with the Final Base Shelf Prospectus, the “ Final Prospectus ”) in order to qualify for distribution to the public the Offered Shares in all of the provinces of Canada, except Quebec (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.

The information, if any, included in the Prospectus Supplement that is omitted from the Final Base Shelf Prospectus for which a Prospectus Receipt has been obtained, but that is deemed under the Shelf Procedures to be incorporated by reference into the Final Base Shelf Prospectus as of the date of the Prospectus Supplement, is referred to herein as the “ Shelf Information ”.

Any reference herein to any “amendment” or “supplement” to the Final Base Shelf Prospectus, or the Final Prospectus shall be deemed to refer to and include (i) the filing of any document with the Canadian Securities Commissions after the date of such Final Base Shelf Prospectus or the Final Prospectus, as the case may be, which is incorporated therein by reference or is otherwise deemed to be a part thereof or included therein by the Canadian Securities Laws (as hereinafter defined), as applicable, and (ii) any such document so filed.

In consideration of the agreement on the part of the Underwriters to purchase the Offered Shares and in consideration of the services rendered and to be rendered by the Underwriters hereunder, the Company agrees to pay to the Underwriters, at the Closing Time (as hereinafter defined), and at the Option Closing Time (as hereinafter defined), if any, a cash fee equal to 6.0% of the aggregate gross proceeds of the Offering (the “ Underwriting Fee ”) the payment of such fee to be reflected by the Underwriters making payment of the gross proceeds of the sale of the Firm Shares or the Additional Shares, as the case may be, to the Company less the amount of the Underwriting Fee, it being acknowledged and agreed that a reduced Underwriting Fee equal to 3.0% of the gross proceeds shall be payable with respect to the sale of Firm Shares or Additional Shares to the President’s List Purchasers (as hereinafter defined) up to a maximum of $1,000,000 in gross proceeds from such purchasers. Raymond James and Stifel shall be entitled to receive, out of the Underwriting Fee and split on a pro-rata basis, a work fee equal to 5.0% of the Underwriting Fee (the “Work Fee”) (which, for greater certainty, shall not increase the amount payable by the Company to the Underwriters hereunder).

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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:

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

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

“affiliate” has the meaning given to it in the Business Corporations Act (British Columbia);

“Agreement” means the agreement resulting from the acceptance by the Company of the offer made by the Underwriters by this letter;

“ Annual Financial Statements ” means the audited consolidated financial statements of the Company as at and for the transition year ended December 31, 2020 and the comparative year ended June 30, 2020, together with the auditor’s report thereon and the notes thereto;

“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 licence, or any judgment, order, decision, ruling, award, policy or guidance document, of any Governmental Authority 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;

“ Auditor ” means KPMG LLP;

“ Authorizations ” means any regulatory or other licences, approvals, permits, consents, certificates, registrations, filings or other authorizations of or issued by any Governmental Authority, including under Applicable Laws, including Environmental Laws;

“ Business ” means the business, operations and affairs of the Company and the Subsidiaries 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 and the Subsidiaries in connection with the Business;

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

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“ 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;

“ 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;

“ Commission ” means the British Columbia Securities Commission;

“ Common Shares ” means the common shares in the capital of the Company;

“ Company ” means CubicFarm Systems Corp.;

“ 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. 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 or its Subsidiaries 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);

“Disclosure Record” means the Company’s prospectuses, annual and interim financial statements, annual information forms, business acquisition reports, management discussion and analysis, information circulars, material change reports, press releases and all other information or documents required to be filed or furnished by the Company under Canadian Securities Laws which have been publicly filed or otherwise publicly disseminated by the Company;

“ Documents Incorporated by Reference ” means all interim and annual 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;

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“ Eligible Issuer ” means an issuer which meets the criteria and has complied with the requirements of NI 44-101 so as to be qualified to offer securities by way of a short form prospectus;

“ Employee Plans ” has the meaning given in Section 7(59);

“ Encumbrance ” means any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement or other security interest;

“ 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 Base Shelf Prospectus ” has the meaning given to it in the fourth paragraph of this Agreement;

“ Final Prospectus ” has the meaning given to it in the fifth paragraph of this Agreement;

“ Financial Statements ” means, collectively, (i) the Annual Financial Statements and (ii) the Interim Financial Statements;

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

“ Government Official ” means (i) any official, officer, employee or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Authority, (ii) any salaried political party official, elected member of political office or candidate for political office, or (iii) any company, business, enterprise or other entity owned or controlled by any person described in the foregoing clauses;

“ 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 ” 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);

“ Interim Financial Statements ” means the unaudited condensed consolidated interim financial statements of the Company for the three months and nine months ended September 30, 2021 and 2020, together with notes thereto;

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“ intellectual property ” has the meaning given to in Section 7(54);

“ Leased Premises ” means the premises which are material to the Company and/or any of its Subsidiaries and which the Company and/or any of its Subsidiaries occupy as tenant;

“ 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(2);

“ 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 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. 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 ” mean 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);

“ Money Laundering Laws ” has the meaning given in Section 7(31);

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

“ NI 44-102 ” means National Instrument 44-102 – Shelf Distributions ;

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

“ Offered Shares ” has the meaning given to it in the second paragraph of this Agreement;

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

“ Offering Documents ” means each of the Final Prospectus, any Prospectus Amendment, including the Documents Incorporated by Reference, any Marketing Documents and the U.S. Placement Memorandum;

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

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“ 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;

“ 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;

“ Permitted Encumbrances ” means the security interests granted in favour of BDC Capital Inc. and the Bank of Montreal over the property of the Company and its Subsidiaries as disclosed in the British Columbia Personal Property Registry;

“ Preliminary Base Shelf Prospectus ” has the meaning given to it in the fourth paragraph

of this Agreement;

“ President’s List Purchasers ” means those purchasers that have been identified in writing by the Company to the Joint Bookrunners;

“ Prospectus Amendment ” means any amendment to the Final Prospectus;

“ Prospectus Receipt ” means the receipt issued by the Commission and the Ontario Securities Commission, which is deemed to also be a receipt of the other Canadian Securities Commissions pursuant to Multilateral Instrument 11-102 — Passport System and National Policy 11-202 —Process for Prospectus Reviews in Multiple Jurisdictions, for the Preliminary Base Shelf Prospectus, the Final Base Shelf Prospectus and any Prospectus Amendment, as the case may be;

“ Prospectus Supplement ” has the meaning given to it in the fifth paragraph of this

Agreement;

“ Purchasers ” means, collectively, each of the purchasers of the Offered Shares arranged by the Underwriters 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 ” has the meaning given to it in the fifth paragraph of this Agreement;

“ Repayment Event ” means any event or condition which gives the holder of any Debt Instrument (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company or its subsidiaries;

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

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

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

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

“ Shelf Procedures ” means NI 44-101 and NI 44-102;

“ Subsidiary ” has the meaning ascribed thereto in the Canadian Securities Laws of the Province of British Columbia;

“ 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 Shares;

“ 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;

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

“ 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;

“ Transfer Agent ” means Computershare Trust Company of Canada, in its capacity as transfer agent and registrar in respect of the Common Shares at its principal office in Vancouver, British Columbia;

“ TSX ” means the Toronto Stock Exchange;

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

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

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

“ 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 U.S. registered 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. 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 Shares in the United States pursuant to Rule 144A under

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the U.S. Securities Act in accordance with Schedule “A” hereto, and any exhibits, schedules or attachments thereto;

“ U.S. Purchasers ” means Qualified Institutional Buyers purchasing Offered Shares in the United States in accordance with Schedule “A” hereto;

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

“ 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.

(1) Capitalized terms used but not defined herein have the meanings ascribed to them in the Final Prospectus.
(2) Any reference in this Agreement to a Section or Subsection shall refer to a section or subsection of this Agreement.
(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 Schedule “B” — Subsidiaries

Schedule “C” — Details of Outstanding Convertible Securities and Rights to Acquire Securities

Section 2 Distribution of the Offered Shares

(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. The Underwriters may offer the Offered Shares, 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 Shares 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.

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(2) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Shares 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 Shares or distribute the Offering Documents, as applicable, in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Offering Documents, as applicable, to any person in any jurisdiction other than in the Qualifying Jurisdictions and, in the case of the U.S. Placement Memorandum, the United States 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) For purposes of this Section 2, the Underwriters shall be entitled to assume that the Offered Shares are qualified for Distribution in any Qualifying Jurisdiction where a Prospectus Receipt shall have been obtained following the filing of the Final Prospectus, unless otherwise notified in writing by the Company.
(4) The Joint Bookrunners shall promptly notify the Company when, in their opinion, the Distribution of the Offered Shares has ceased and will provide to the Company, as soon as practicable thereafter, a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Commissions.
(5) 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.
(6) 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.
(7) The Underwriters acknowledge that the Company is not taking any steps to qualify the Offered Shares for Distribution or register the Offered Shares or the Distribution thereof with any securities authority outside of the Qualifying Jurisdictions.
(8) The Company and the Underwriters hereby acknowledge that the Offered Shares 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 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 Shares in the United States 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.
(9) 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

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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.”

Section 3 Preparation of Prospectus; Marketing Materials; Due Diligence

(1) During the period of the Distribution of the Offered Shares, the Company shall cooperate in all respects with the Underwriters to allow and assist the Underwriters to participate fully in the preparation of, and allow the Underwriters to approve (acting reasonably) the form and content of, the Offering Documents and shall allow the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfil the Underwriters’ obligations under Canadian Securities Laws as underwriters and, in the case of the Prospectus Supplement and any Prospectus Amendment, to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters.
(2) Without limiting the generality of clause (1) above, during the Distribution of the Offered Shares:
(a) the Company shall prepare, in consultation with the Joint Bookrunners, 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 Joint Bookrunners shall, on behalf of the Underwriters, 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 Joint Bookrunners 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 Commission), 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(2)(a) to (c) above, the Underwriters may provide a limited use version of such marketing

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materials to potential Purchasers in accordance with Canadian Securities Laws.

( 3 ) 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(2).

Section 4 Material Changes

(1) During the period from the date of this Agreement to the completion of the Distribution of the Offered Shares, 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), capital or ownership of the Company;
(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; or
(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 Shares 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.
(2) The Underwriters agree, and will require each Selling Firm to agree, to cease the Distribution of the Offered Shares 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 Shares until Supplementary Materials disclosing such change are filed in such Qualifying Jurisdiction.
(3) The Company shall promptly comply with all applicable filing and other requirements under Canadian 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.

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(4) If during the Distribution of the Offered Shares there is any change in any Canadian Securities Laws, which results in a requirement to file a Prospectus Amendment, the Company shall, subject to the proviso in clause (2) above, make any such filing under Canadian Securities Laws as soon as possible.
(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.

Section 5 Deliveries to the Underwriters

(1) The Company shall deliver or cause to be delivered to the Underwriters, forthwith:
(a) copies of the Final Prospectus duly signed by the Company as required by the laws of all of the Qualifying Jurisdictions and any Marketing Documents;
(b) copies of the U.S. Placement Memorandum;
(c) copies of any Prospectus Amendment required to be filed under Section 4 hereof duly signed as required by the laws of all of the Qualifying Jurisdictions;
(d) copies of an amended U.S. Placement Memorandum; and
( e ) provided, that with respect to clauses (a) and (c) of this Section 5(1) if the documents are available on SEDAR, they shall be deemed to have been delivered to the Underwriters as required by this Section 5(1).
(2) The Company shall forthwith 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 Final Prospectus and any Marketing Documents and the U.S. Placement Memorandum, excluding in each case the Documents Incorporated by Reference, as the Underwriters shall reasonably require. The Company shall similarly cause to be delivered to the Underwriters commercial copies of any Prospectus Amendment or amendment to the U.S. Placement Memorandum, excluding in each case the Documents Incorporated by Reference. The Company agrees that such deliveries shall be effected as soon as possible and, in any event, in all cities with respect to the Final Prospectus, the U.S. Placement Memorandum, any Marketing Documents, any Prospectus Amendment and any amendment to the U.S. Placement Memorandum by 9:00 am (Vancouver time) on the second Business Day following filing of the Final Prospectus or Prospectus Amendment, as the case may be, provided that the Underwriters have given the Company written instructions as to the number of copies required and the places to which such copies are to be delivered not less than 24 hours prior to the time requested for delivery. 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 Shares in compliance with the provisions of this Agreement.

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(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) The Company shall also deliver or cause to be delivered to the Underwriters, concurrently with the filing of the Prospectus Supplement with the Commission, a “long form” comfort letter of MNP LLP and KPMG LLP, each in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company, with respect to certain financial and accounting information relating to the Company and affiliates contained in the Offering Documents, which letters shall be in addition to the auditors’ reports incorporated by reference in the Final Prospectus and the U.S. Placement Memorandum.
(5) On or prior to the time of filing of the Prospectus Supplement, the Company shall deliver or cause to be delivered to each of the Underwriters a copy of the application letter to the TSX seeking conditional approval of the listing of the Offered Shares.

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 Shares 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 Shares; 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 Shares therein.

Section 7 Representations and Warranties of the Company

The Company represents and warrants to each of the Underwriters as set forth below and acknowledges that the Underwriters are relying on such representations and warranties in entering into this Agreement. The representations and warranties of the Company contained in this Agreement shall be true as of the date hereof, the Closing Time and Option Closing Time, if applicable.

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General Matters

(1) Good Standing of the Company . The Company (i) has been duly incorporated under the Act and is up-to-date in all material corporate filings and in good standing under the Act; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets, including the Business Assets; and (iii) has all requisite corporate power and authority to create, issue and sell the Offered Shares and to enter into and carry out its obligations under this Agreement.
(2) Good Standing and Ownership of Subsidiaries . The Company’s only direct or indirect subsidiaries are the Subsidiaries. Each of the Subsidiaries is duly incorporated or amalgamated, validly existing and in good standing under the laws of their jurisdiction of incorporation or formation and have all requisite corporate power and capacity to carry on their business as now conducted and to own, lease and operate their properties and assets, including the Business Assets. The Company directly or indirectly owns all of the outstanding shares of the Subsidiaries as disclosed in Schedule “B” hereto, and all such shares are legally and beneficially owned by the Company, except for the Permitted Encumbrances, free and clear of all Liens or demands of any kind whatsoever, and all of such shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares (or the equivalent legal concept in another jurisdiction) and no Person has any right, agreement or option, exercisable now or in the future, for the purchase from the Company of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares.
(3) Equity Investees or Other Interests . Other than the Subsidiaries and the Company’s interest in Artex Feed Solutions Ltd. (since dissolved) and 50% equity interest in Swiss Leaf Farms Ltd. (since dissolved) and CubicFarm Systems (Shanghai) Corp.’s proposed joint venture interest in Cubic Huixin (Shanghai) Agricultural Technology Co., Ltd., the Company has never had any and currently has no equity or joint venture interest nor any investment or proposed investment in any Person which accounted for, or which is expected to account for, more than 5% of the assets, liabilities or revenues of the Company or which was or would otherwise be material to the business or affairs of the Company. Other than CubicFarm Systems (Shanghai) Corp.’s proposed joint venture interest in Cubic Huixin (Shanghai) Agricultural Technology Co., Ltd., the Subsidiaries have never had any and currently have no equity or joint venture interest nor any investment or proposed investment in any Person which accounted for, or which is expected to account for, more than 5% of the assets, liabilities or revenues of the Subsidiaries or which was or would otherwise be material to the business or affairs of the Subsidiaries.
(4) Carrying on Business . The Company and each of the Subsidiaries is, in all material respects, conducting its business in compliance with all Applicable Laws of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its properties or assets or carries on business to enable its business to be carried on as now conducted or, proposed to be conducted and its properties and assets to be

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owned, leased and operated and all such Authorizations are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such Applicable Laws or Authorizations. Neither the Company nor any Subsidiary is aware of any legislation, or proposed legislation published by any Governmental Authority, which it anticipates will have a Material Adverse Effect. The Company anticipates that all remaining Authorizations required for the conduct of the business of the Company and the Subsidiaries as proposed to be conducted shall be obtained in the ordinary course of business without either such entity being subject to any material liabilities or obligations outside of the ordinary course or such Authorizations including conditions which may not be satisfied on a reasonable basis by the Company and/or the Subsidiaries, as applicable.

(5) No Proceedings for Dissolution . No proceedings have been taken, instituted or, are pending for the dissolution, liquidation or winding up of the Company nor any Subsidiary.
(6) Freedom to Compete . Neither the Company nor any Subsidiary is a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Company or any Subsidiary (i) to compete in any line of business, (ii) to transfer or move any of its assets or operations, or (iii) which would have a Material Adverse Effect.
(7) Share Capital of the Company . The authorized capital of the Company consists of: (i) an unlimited number of Common Shares of which, as of the close of business on November 18, 2021, 162,093,404 Common Shares were outstanding as fully paid and non-assessable shares in the capital of the Company; (ii) an unlimited number of Class A preferred shares without par value and with certain rights and restrictions attached, of which none are outstanding; and (iii) an unlimited number of Class B preferred shares, of which none are outstanding. The description of the attributes of the authorized and issued share capital of the Company as set out under the heading “Description of Securities Being Distributed” in the Prospectus Supplement is true and correct.
(8) Share Capital of the Subsidiaries . The authorized and outstanding share capital of the Subsidiaries as set out in Schedule “B” hereto is true and complete at the date hereof, and all of the shares are outstanding as fully paid and non-assessable.
(9) Absence of Rights . Except as disclosed in the Offering Documents or referred to in Schedule “C” hereto, no Person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Company. The Offered Shares, upon issuance, will not be issued in violation of any pre-emptive rights or contractual rights to purchase securities issued by the Company.
(10) Stock Exchange Listing and Compliance . The issued and outstanding Common Shares are listed and posted for trading on the TSX, the Company has applied to the TSX for its conditional approval for listing of the Offered Shares on the TSX,

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and the Company has not taken any action which would reasonably be expected to result in the delisting or suspension of the Common Shares on or from the TSX and the Company is currently in compliance with the rules and policies of the TSX.

(11) No Cease Trade Orders . No order ceasing or suspending trading in the Common Shares or other securities of the Company or prohibiting the issuance or sale of the Offered Shares has been issued by any regulatory authority which is continuing in effect, and to the knowledge of the Company, no proceedings for such purpose has been threatened or are pending.
(12) Reporting Issuer Status . The Company is a “reporting issuer”, not included in a list of defaulting reporting issuers maintained by the Canadian Securities Commissions. The Company has complied with its obligations to make timely disclosure of all material changes and material facts relating to it and there is no material change or material fact relating to the Company which has occurred and with respect to which the requisite news release has not been disseminated or material change report, as applicable, has not been filed with the securities regulators in the Qualifying Jurisdictions.
(13) No Voting Control or Operation Agreements . The Company is not a party to any agreement, nor is the Company aware of any agreement currently in effect or being contemplated or negotiated, which in any manner affects the voting control of any of the securities of the Company or the management or operation of the Company.
(14) Transfer Agent . The Transfer Agent at its principal office in Vancouver, British Columbia has been duly appointed as the registrar and transfer agent in respect of the Common Shares.
(15) Material Agreements and Debt Instruments . All Material Agreements and Debt Instruments have been disclosed in the Offering Documents, and each is valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. The Company and each of the Subsidiaries has performed all obligations (including payment obligations) in a timely manner under, and are in compliance with all terms and conditions contained in each Material Agreement and Debt Instrument. Neither the Company nor any Subsidiary is in violation, breach or default nor has either received any notification from any party claiming that the Company or any Subsidiary is in violation, breach or default under any Material Agreement or Debt Instrument and no other party, to the knowledge of the Company, is in breach, violation or default of any term under any Material Agreement or Debt Instrument.
(16) Absence of Debt Instruments . Other than as disclosed in the Offering Documents, the Company and the Subsidiaries are not party to any Debt Instrument or any agreement, contract or commitment to create, assume or issue any debt instrument and neither the Company nor any Subsidiary has made any loans to, or guaranteed the obligations of, any Person.
(17) Absence of Breach or Default . Neither the Company nor any Subsidiary is in breach or default of, and the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder, the issue and sale of

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the Offered Shares and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any statute, rule or regulation applicable to the Company or the Subsidiaries, including Canadian Securities Laws; (B) the constating documents or resolutions of the directors (including of committees thereof) or shareholders of the Company and the Subsidiaries which are in effect at the date of hereof; (C) any Material Agreement or Debt Instrument; or (D) any judgment, decree or order binding the Company, the Subsidiaries or the properties or assets of the Company or the Subsidiaries, and do not and will not result in a Repayment Event or the creation or imposition of any Liens on any property or assets of the Company or the Subsidiaries, including the Business Assets.

(18) No Actions or Proceedings . There are no material claims, actions, proceedings or investigations (whether or not purportedly by or on behalf of the Company) currently outstanding, or to the knowledge of the Company, threatened or pending, against the Company or the Subsidiaries at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Authority. There are no judgments or orders against the Company or the Subsidiaries which are unsatisfied, nor are there any consent decrees or injunctions to which the Company or the Subsidiaries or their properties or assets are subject, or to the knowledge of the Company, that are threatened or pending.
(19) Financial Statements . The Financial Statements contain no misrepresentations, present fairly, in all material respects, the financial position of the Company and the Subsidiaries, in each case as applicable, as at and for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of such entities. The Financial Statements have been prepared in accordance with IFRS, applied on a consistent basis throughout the periods involved.
(20) No Material Changes . Since the Annual Financial Statements, other than as disclosed in the Offering Documents:
(a) there has not been any material change in the assets, properties, affairs, prospects, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Company or any Subsidiary;
(b) there has not been any material change in the capital stock or debt of the Company or any Subsidiary; and
(c) the Company and each of the Subsidiaries has carried on its business in the ordinary course.
(21) No Off-Balance Sheet Arrangements . There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or liabilities of the Company or the Subsidiaries which are required to be disclosed and are not disclosed or reflected in the Financial Statements.

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(22) Internal Accounting Controls . The Company and each of the Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(23) Accounting Policies . There has been no change in accounting policies or practices of the Company or any Subsidiary, respectively, since December 31, 2020, other than as required by IFRS and disclosed in the applicable Financial Statements.
(24) Independent Auditor . The Auditor who reported on and certified the Financial Statements is an independent public accountant as required by applicable Canadian Securities Laws, and there has not been any “reportable event” (within the meaning of NI 51-102) with respect to the present or, to the knowledge of the Company, any former auditor of the Company.
(25) Purchases and Sales . Neither the Company nor any Subsidiary is has approved, entered into any agreement in respect of, or has any knowledge of:
(a) the purchase of any material property or any interest therein, or the sale, transfer or other disposition of any material property or any interest therein currently owned, directly or indirectly, by the Company or the Subsidiary whether by asset sale, transfer of shares, or otherwise;
(b) except for the acquisition of Common Shares by Ospraie as described in the Company’s news release dated August 7, 2020, the change of control (by sale or transfer of voting or equity securities or sale of all or substantially all of the assets of the Company or any Subsidiary or otherwise) of the Company or any Subsidiary; 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.
(26) Previous Acquisitions . All previous acquisitions completed by the Company or any Subsidiary of any securities, business or assets of any other entity have been fully and properly disclosed in the Disclosure Record and were completed in material compliance with all applicable corporate and securities laws and all necessary corporate and regulatory approvals, consents, authorizations, registrations, and filings required in connection therewith were obtained or made, other than those which the failure to make or obtain would not individually or in the aggregate have a Material Adverse Effect, and complied with in all material respects; the Company or the Subsidiary, as applicable, conducted all due diligence procedures in connection with such previous acquisitions as are standard and customary for transactions of such nature, and the Company or the Subsidiary,

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as applicable, conducted all necessary procedures in accordance with its internal programs to identify and address any material issues prior to such acquisitions.

(27) No Loans or Non-Arm’s Length Transactions . Neither the Company nor any Subsidiary is a party to any Debt Instrument or has any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any Person not dealing at arm’s length with the Company or any Subsidiary.
(28) Dividends . There is not, in the constating documents (or equivalent organizational or governing documents) or in any Material Agreement, Debt Instrument, or other instrument or document to which the Company or any of the Subsidiaries is party or otherwise bound, any restriction upon or impediment to, the declaration of dividends by the directors of the Company or any Subsidiary or the payment of dividends by the Company to the holders of the Common Shares or by any Subsidiary to the Company.
(29) Taxes . All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “ Taxes ”) due and payable by the Company and the Subsidiaries have been paid. All tax returns, declarations, remittances and filings required to be filed by the Company or any Subsidiary has 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. To the knowledge of the Company, no examination of any tax return of the Company or any Subsidiary 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 or any Subsidiary, except where such examinations, issues or disputes, individually or collectively, would not have a Material Adverse Effect.
(30) Anti-Bribery Laws . Neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anticorruption laws applicable to the Company or the Subsidiaries, including but not limited to the Corruption of Foreign Public Officials Act (Canada), 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 any Subsidiary 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 the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks,

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or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, 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 or any Subsidiary, 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 anti-corruption 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.

(31) Anti-Money Laundering . The operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the money laundering statutes of all applicable 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 “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
(32) Directors and Officers . None of the directors or officers of the Company or any Subsidiary are now, or have ever been, (i) subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a company or of a company listed on a particular stock exchange, or (ii) subject to an order preventing, ceasing or suspending trading in any securities of the Company or other company except for the management cease trade order applied for by the Company on October 29, 2019 and which was rescinded on November 14, 2019 with the filing of the Company’s audited financial statements for the year ended June 30, 2019.
(33) Related Parties . Other than as disclosed in the Offering Documents, none of the directors, officers, employees, consultants or advisors of the Company or the Subsidiaries, any known holder of more than 10% of any class of shares of the Company, or any known associate or affiliate of any of the foregoing Persons or companies, has had any material interest, direct or indirect, in any material transaction within the previous two years or any proposed material transaction with the Company or any Subsidiary which, as the case may be, materially affected, is material to or will materially affect the Company or any Subsidiary.
(34) Minute Books and Records . The minute books and records of the Company and the Subsidiaries which the Company has made available to the Underwriters and their counsel, Blake, Cassels & Graydon LLP, in connection with their due diligence investigation of the Company and the Subsidiaries for the period from inception to the date of examination thereof are all of the minute books and all of the records of the Company and the Subsidiaries for such period and contain copies of all constating documents, including all amendments thereto, and all

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proceedings of securityholders and directors (and committees thereof) and are complete in all material respects.

(35) Continuous Disclosure . The Company is in compliance in all material respects with its continuous disclosure obligations under the securities laws of each the Provinces of Canada other than Quebec and, without limiting the generality of the foregoing, there has not occurred an adverse material change, financial or otherwise, in the assets, properties, affairs, prospects, liabilities, obligations (contingent or otherwise), business, condition (financial or otherwise), results of operations or capital of the Company or any subsidiary which has not been publicly disclosed and the information and statements in the Disclosure Record were true and correct 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 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 XXIII.1 – Civil Liability for Secondary Market Disclosure of the Securities Act and analogous provisions under Canadian Securities Laws.
(36) Forward-Looking Information . With respect to forward-looking information contained in the Final Prospectus (including in the Documents Incorporated by Reference):
(a) the Company has a reasonable basis for the forward-looking information; and
(b) 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 identifies material risk factors that could cause actual results to differ materially from the forwardlooking information, and accurately states the material factors or assumptions used to develop forward-looking information.
(37) Full Disclosure . All information relating to the Company and the Subsidiaries, and their business (including plans, projections, strategies and intentions), assets, properties and liabilities provided or made available to the Underwriters, including all financial, operational, marketing and sales information provided or made available to the Underwriters, is true and correct in all material respects taken as a whole and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made. The Company has not withheld from the Underwriters any material facts relating to the Company, the Subsidiaries or the Offering.

The Offering

(38) Compliance with Laws, Filings and Fees . The Company has complied, and will comply, in all material respects with all Applicable Laws required to be complied with prior to the Closing Time in connection with the Offering. All filings and fees required to be made and paid by the Company pursuant to Securities Laws and

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Applicable Laws have been made and paid, other than customary post-closing notices or filings required to be submitted within the applicable time frame pursuant to Securities Laws and any “blue sky laws” in the United States, as may be required in connection with the Offering.

(39) Company Short Form Eligible . The Company is 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 Prospectus Supplement there will be no documents required to be filed under the Canadian Securities Laws in connection with the distribution of the Offered Shares that will not have been filed as required.
(40) Corporate Actions . The Company has taken, or will have taken prior to the Closing Time, all necessary corporate action, (i) to authorize the execution, delivery and performance of this Agreement, (ii) to authorize the execution, delivery and filing, as applicable, of the Offering Documents, (iii) to validly issue and sell the Offered Shares as fully paid and non-assessable Common Shares, (iv) to grant the Over-Allotment Option; and (v) to validly issue and sell the OverAllotment Shares as fully paid and non- assessable Common Shares upon exercise of the Over-Allotment Option.
(41) Valid and Binding Documents . Each of the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been authorized by all necessary corporate action of the Company and upon the execution and delivery hereof shall constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, provided that enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability may be limited by applicable laws in effect in the Province of British Columbia.
(42) All Consents and Approvals . All consents, approvals, permits, authorizations or filings as may be required under Securities Laws or by any Governmental Authority or third party (including under the terms of any Material Agreement or Debt Instrument) necessary for: (i) the execution and delivery of this Agreement, (ii) the issuance, creation, sale and delivery, as applicable, of the Offered Shares and the grant of the Over-Allotment Option, and (iii) the consummation of the transactions contemplated hereby, have been made or obtained, as applicable, except: (A) 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 TSX, including in compliance with the Securities Laws regarding the distribution of the Offered Shares and the Over-Allotment Option in the Qualifying Jurisdictions, and (B) such customary post-closing notices or filings required to be submitted within the applicable time frame pursuant to Securities Laws and any “blue sky laws” in the United States, as may be required in connection with the Offering.
(43) Offered Shares Validly Issued . The Offered Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance and sale pursuant to this Agreement and when issued and delivered by the Company pursuant to this

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Agreement, against payment of the consideration therefor, will be validly issued as fully paid and non-assessable Common Shares.

(44) Fees and Commissions . Other than the Underwriters (or any members of their selling group) pursuant to this Agreement, there is no Person acting or purporting to act at the request of the Company who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering or transactions contemplated herein.
(45) Entitlement to Proceeds . Other than the Company, there is no Person that is or will be entitled to the proceeds of the Offering under the terms of any Material Agreement, Debt Instrument, or other instrument or document (written or unwritten).
(46) No Significant Acquisitions . The Company has not completed any “significant acquisition” nor is it proposing any “probable acquisitions” (within the meaning of such terms under NI 51-102) that would require the inclusion or incorporation by reference of any additional financial statements in the Final Prospectus, or the filing of a Business Acquisition Report pursuant to Canadian Securities Laws.
(47) Qualified Investments . Subject to the qualifications and limitations described under “Eligibility for Investment” in the Prospectus Supplement, the Offered Shares will be “qualified investments” under the Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, deferred profit sharing plans, a registered disability savings plan and tax free savings accounts.

Business, Properties and Assets

(48) Title to Business Assets . The Company and/or the Subsidiary 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, developed or used by them or over which they have rights, free and clear of any 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 or the Subsidiaries to use, transfer, lease, license, operate, develop, sell or otherwise exploit such Business Assets and the Company does not have any obligation to pay any commission, license fee or similar payment to any Person in respect thereof and there are no outstanding rights of first refusal or other pre-emptive rights of purchase which entitle any Person to acquire any of the rights, title or interests in the Business Assets.
(49) Compliance with Laws, Regulatory Approvals and Authorizations . All operations of the Company and the Subsidiaries in respect of or in connection with the Business Assets or otherwise have been and continue to be conducted in accordance with best industry practices and in material compliance with all Applicable Laws, including all ethical standards applicable to the industry of the Company and the Subsidiaries and promulgated by the applicable Governmental Authorities in Canada and other jurisdictions in which the Company conducts business. The Company and the Subsidiaries have obtained and are in compliance

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with all Authorizations to permit them to conduct their Business as currently conducted or proposed to be conducted. All of the Authorizations issued to date are valid and in full force and effect and neither of the Company or the Subsidiaries has received any correspondence or notice from any Governmental Authority alleging or asserting material non-compliance with any Applicable Laws or Authorizations and the Company does not know of any basis for any such allegation or assertion. None of the Company or any of the Subsidiaries has received any notice of proceedings or actions relating to the revocation, suspension, limitation or modification of any Authorizations or any notice advising of the refusal to grant any Authorization that has been applied for or is in the 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. The Company anticipates that all remaining Authorizations required for the conduct of the Business of the Company and the Subsidiaries as proposed to be conducted shall be obtained in the ordinary course of business without either such entity being subject to any material liabilities or obligations outside of the ordinary course or such Authorizations including conditions which may not be satisfied on a reasonable basis by the Company and/or the Subsidiaries, as applicable.

(50) Research and Development . All product research and development activities, including quality assurance, quality control, testing, and research and analysis activities, conducted by the Company and the Subsidiaries in connection with the Business is being conducted in accordance with the Company’s internal policies, guidelines and protocols, in all material respects, with all Applicable Laws and best industry practices applicable to the Business; all processes, procedures and practices, required in connection with such activities, are in place as necessary to satisfy the Company’s internal policies, guidelines and protocols and are being complied with, in all material respects.
(51) Business Relationships . All agreements with third parties in connection with the Business have been entered into and are being performed by the Company and the Subsidiaries, and, to the knowledge of the Company, by all other third parties thereto, in compliance with their terms. There exists no actual or pending, or to the knowledge of the Company, any threatened termination, cancellation or limitation of, or any material adverse modification or material change in, the business relationship of the Company or the Subsidiaries, with any strategic or joint venture partner, supplier, wholesaler, manufacturer, service provider or customer, or any group thereof whose business with or whose purchases from or inventories, components or services provided to the Business of the Company or the Subsidiaries are individually or in the aggregate material to the assets, business, properties, operations or financial condition of the Company (on a consolidated basis). All such business relationships are intact, and to the knowledge of the Company, there exists no condition or state of fact or circumstances that would prevent the Company or the Subsidiaries from conducting such business with any such third parties in the same manner in all material respects as currently conducted or proposed to be conducted.
(52) Data Security . The Company and each of the Subsidiaries has made back-ups of all material software and databases used by it and maintains such back-ups at a secure off-site location. The Company and each of the Subsidiaries have taken all

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reasonable steps (i) to maintain the integrity and security of its systems and network infrastructure in connection with their Business, and (ii) to protect the information technology and communication systems used in connection with their Business from contamination, corruption, computer viruses, firewall breaches, sabotage, hacking or other software routines or hardware components that would permit unauthorized access or the unauthorized disablement, theft or erasure of its information technology or communication systems or software. The information technology systems used by the Company and the Subsidiaries adequately meet the data processing and other computing needs of the Business as presently conducted and such information technology systems have not materially malfunctioned or failed within the past three years. The Company and the Subsidiaries have cyber-security, business continuity and disaster recovery and information security plans and procedures in place and there have been no cyberattacks, unauthorized intrusions into, breaches of the security of, or unauthorized disablement, theft or erasure of, the information technology, communication systems, data or software used in connection with their Business.

(53) Privacy Protection . The Company and the Subsidiaries have a privacy policy, security measures and safeguards in place, consistent with generally accepted industry practice and Applicable Laws, to protect all personal information they may collect from users of their websites or e-commerce platforms, existing and potential customers and other parties from illegal or unauthorized access or use by their personnel or third parties or access or use by their personnel or third parties in a manner that violates the privacy rights of such parties. The Company and the Subsidiaries have complied, in all material respects, with all applicable privacy and consumer protection legislation and none of them have collected, received, stored, disclosed, transferred, used, misused or permitted unauthorized access to any information protected by privacy laws, whether collected directly or from third parties, in an unlawful manner. The Company and the Subsidiaries have taken all reasonable steps to protect personal information against loss or theft and against unauthorized access, copying, use, modification, disclosure or other misuse. There have been no investigations, audits or other inquiries from a Governmental Authority regarding the Company’s or a Subsidiaries’ collection, use, disclosure protection of personal information.

(54) Intellectual Property .

(a) The Company and the Subsidiaries own or possess the right to use all patents, patent applications, design patents, design patent applications, industrial design registrations, industrial design applications, trademarks, trademark registrations, service marks, service mark registrations, trade names, corporate names, brand names, franchise rights, copyrights, domain names, social media usernames and other internet identities, licenses, software, inventions, trade secrets, industrial designs, know-how, formulae, processes, inventions and other similar rights and all associated registrations and applications, as they exist anywhere in the world and whether registered or unregistered, including all moral rights (collectively, “ intellectual property ”) necessary for the conduct of the Business as currently conducted or proposed to be conducted. Each such registration and application for registration owned by the Company or a Subsidiary (i) was timely filed and was or is diligently prosecuted, (ii) is subsisting, in good

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standing, (iii) has been maintained or renewed as required, (iv) except for certain applications that are in the process of being transferred from the name of Bevo Farms Ltd. (the former holder of such patents) to the Company, is recorded only in the name of the Company or a Subsidiary in the applicable intellectual property office, and (v) has not expired or been finally rejected, withdrawn, opposed, cancelled, expunged, impeached, revoked, rectified, invalidated or had its term reduced. There are no current or pending, and the Company is not aware of any threatened, actions, suits, proceedings, claims or challenges by any other Person to the rights of the Company or the Subsidiaries with respect to their intellectual property and the Company is not aware of any fact which could form a reasonable basis for any such actions, suits, proceedings, claims or challenges;

(b) the intellectual property currently owned by or licensed to the Company and its Subsidiaries is sufficient for the conduct of the Business as now conducted and as currently proposed to be conducted. To the knowledge of the Company, there is no fact, matter or other circumstance that may result in the termination or restriction of the Company’s or the Subsidiaries’ rights in the intellectual property necessary for the conduct of the Business. There is no prohibition or restriction on the use of the intellectual property currently owned by or licensed to the Company and its Subsidiaries by any Governmental Authority, university, college or other research center, including any restrictions in the export from or the import to, any country of products embodying, or protected by, the intellectual property used in the conduct of the Business;
(c) the Business as now conducted does not, and, to the knowledge of the Company, as currently proposed to be conducted will not, infringe or conflict with, the intellectual property rights of any Person and no claim has been made against the Company or any Subsidiary alleging the infringement by the Company or any Subsidiary of any intellectual property rights of any Person. To the knowledge of the Company, there is no infringement by third parties of any intellectual property owned by or licensed to the Company or the Subsidiaries. To the knowledge of the Company, there is no infringement by third parties of any intellectual property licensed to the Company or the Subsidiaries;
(d) the Company and the Subsidiaries have not used software or other material that are distributed as “free software”, “open source software” or under similar licensing or distribution terms in any manner that (i) requires the disclosure or distribution in source code form of any intellectual property owned by the Company or the Subsidiaries, requires the licensing of any owned intellectual property for the purpose of making derivative works, imposes any restriction on the consideration to be charged for the distribution of any owned intellectual property or imposes any other limitation, restriction or condition on the right of the Company to use or distribute any owned intellectual property;
(e) to the extent any intellectual property has been created in whole or in part by current or past employees, consultants or independent contractors of the Company or the Subsidiaries, any rights therein of such Persons have

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been irrevocably assigned in writing to the Company or the Subsidiaries, as applicable, and no such Person has asserted any claim in respect of any moral rights in such Person’s contribution to such intellectual property or any component thereof and all such moral rights have been waived by such Persons; and

(f) the Company and each of the Subsidiaries have implemented and maintained commercially reasonable measures to protect and maintain the confidentiality of all trade secrets, know-how and other confidential proprietary information forming part of or in relation to the intellectual property owned or licensed by the Company and the Subsidiaries. The Company does not have knowledge of any confidentiality in the know-how having been breached or any compromise in the security of the know-how.
(55) Leased Premises . With respect to each of the Leased Premises, the Company and/or the Subsidiaries occupy the Leased Premises and have the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Company or the Subsidiaries occupy 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 any such lease or result in any additional or more onerous obligations under such leases.
(56) Environmental and Workplace Laws . The Company and the Subsidiaries are currently in compliance, in all material respects, with all Environmental Laws and Authorizations, including all reporting and monitoring requirements thereunder, and there are no pending or, to the knowledge of the Company, any threatened, administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of non-compliance or violation, investigation or proceedings under any Environmental Laws relating to the Company, the Subsidiaries, any real property owned by the Company or the Subsidiaries, or the Leased Premises. Neither of the Company or any Subsidiary has ever received any notice of any noncompliance in respect of Environmental Laws and there are no events or circumstances that might reasonably be expected to form the basis of an order for clean up, remediation or otherwise under Environmental Laws. The premises, facilities and operations of the Company and the Subsidiaries have been and are currently being conducted in all material respects in compliance with Environmental Laws, all Authorizations and all applicable workers’ compensation and health and safety and workplace laws, regulations and policies.
(57) Insurance . The Company and each of the Subsidiaries maintain insurance by insurers of recognized financial responsibility, against such losses, risks and damages to their Business Assets in such amounts that are: (i) customary for the business in which they are engaged in, (ii) on a basis consistent with reasonably prudent persons in comparable businesses, and (iii) in compliance with the requirements contained in any Material Agreements and Debt Instruments; and all of the policies in respect of such insurance coverage, fidelity or surety bonds insuring the Company, the Subsidiaries, and their respective directors, officers and employees, and the Business Assets, are in good standing and in full force and effect in all respects, and not in default. The Company and each of the Subsidiaries

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are in compliance with the terms of such policies and instruments in all material respects and there are no material claims by the Company or any Subsidiary 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 and the Subsidiaries have no reason to believe that they 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 the Business at a cost that would not have a Material Adverse Effect, and neither the Company nor any Subsidiary has failed to promptly give any notice of any material claim thereunder.

Employment Matters

(58) Employment Laws . The Company and the Subsidiary are in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, workers’ compensation, occupational health and safety and pay equity and wages. There are no material claims, complaints, outstanding decisions, orders or settlements or pending claims, complaints, decisions, orders or settlements under any Applicable Laws related to human rights, employment standards, workers’ compensation, occupational health and safety or similar laws nor has any event occurred which may give rise to any of the foregoing.
(59) Employee Plans . Each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Company or the Subsidiaries for the benefit of any current or former director, officer, employee or consultant of the Company or the Subsidiaries (the “ Employee Plans ”) has been maintained in compliance with its terms and with the requirements prescribed by any and all Applicable Laws to such Employee Plans, in each case in all material respects and has been publicly disclosed to the extent required by Canadian Securities Laws.
(60) Record-Keeping . All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Company and each of the Subsidiaries, as applicable.
(61) Labour Matters . There is not currently any labour disruption, dispute, slowdown, stoppage, complaint or grievance outstanding or pending, or to the knowledge of the Company, threatened against the Company or any Subsidiary which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of the Company or any Subsidiary and no union representation exists for the employees of the Company or any Subsidiary and no collective bargaining agreement is in place or being negotiated by the Company or any Subsidiary.

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Section 8 Representations, Warranties and Covenants of the Underwriters

(1) Each Underwriter hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Company that:
(a) it is, and will remain so, until the completion of the Offering, appropriately registered under Applicable Laws so as to permit it to lawfully fulfill its obligations hereunder; and
(b) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein.
(2) The Underwriters hereby covenant and agree with the Company to the following:
(a) Compliance with Securities Laws. The Underwriters will comply with applicable securities laws (including applicable Securities Laws) in connection with the distribution of the Offered Shares.
(b) Liability on Default. No Underwriter shall be liable to the Company under this section with respect to a default by any of the other Underwriters.
(3) The Company agrees that the Underwriters are acting severally and not jointly (or jointly and severally) in performing their respective obligations under this Agreement and that no Underwriter shall be liable for any act, omission or conduct by any other Underwriter or another Underwriter’s U.S. Affiliate in the United States or any Selling Firm.
(4) Distribution in Canada. No Underwriter that is a non-resident for purposes of the Tax Act will render any services under this Agreement in Canada.

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 and subsidiaries (including the U.S. Affiliates) and each of their respective directors, officers, partners, employees and shareholders, and each person, if any, who controls any of the Underwriters or their affiliates or subsidiaries (each referred to in this Section 9 as an “Indemnified Party ”) from and against all liabilities, claims, losses (other than loss of profits), actions, suits, proceedings, charges, costs, damages and expenses (each a “ Claim ”), whether joint or several, which an Indemnified Party suffers or incurs or is subject to, including all amounts paid to settle actions or satisfy judgments or awards and all reasonable legal fees and expenses that may be incurred in advising with respect to investigating or defending any Claim, in any way caused by, or arising directly or indirectly from, or in consequence of:
(a) any misrepresentation or alleged misrepresentation contained in this Agreement or in any Offering Documents, Marketing Documents or Supplementary Materials thereto (except misrepresentations arising from

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statements relating solely to the Underwriters and furnished by them for use in such document);

(b) 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, Marketing Documents or Supplementary Material thereto which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation;
(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), whether material or not, 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) the non-compliance or alleged non-compliance by the Company with any requirements of Canadian Securities Laws or stock exchange requirements in connection with the transactions contemplated herein; or
(e) any breach of a representation or warranty of the Company contained in this Agreement or the failure of the Company to comply with any of its obligations hereunder.
(2) The Indemnifying Party agrees to waive any right they may have of first requiring the Indemnified Parties to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity. The Indemnifying Party also 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 any losses suffered by the Company are determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have resulted from the negligence, wilful misconduct, or other fraudulent act of such Indemnified Party.
(3) Notwithstanding anything to the contrary contained herein, this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:
(a) an Indemnified Party has been negligent or dishonest or have committed any fraudulent act in the course of the performance of professional services rendered to the Indemnifying Party by the Indemnified Parties or otherwise in connection with the matters referred to in this Agreement; and
(b) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were caused by the negligence, dishonesty or fraud referred to in (a) above.

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(4) 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.
(5) 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 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 indemnity had the Indemnified Party not so delayed in giving or failed to give the notice required hereunder.
(6) 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.
(7) 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

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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 Indemnifying Parties.

(8) 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. 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.
(9) 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.

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(3)(a) and Section 9(3)(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 Shares) 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 Shares 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 Underwriters as a result of such expense, loss, clam damage or liability any excess of such amount over the amount of the fees received by the Underwriters hereunder.
(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.

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(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 aggregate 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.
(4) 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) the Company will advise the Underwriters, promptly after receiving notice thereof, of the time when each Offering Document has been filed, and will provide evidence satisfactory to the Underwriters of each such filing;
(b) between the date hereof and the date of completion of the distribution of the Offered Shares, 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 TSX 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;

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and the Company will use its best 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 obtain the withdrawal thereof at the earliest possible time;

(c) the Company will use its best efforts to obtain the conditional listing of the Offered Shares on the TSX by the Closing Time, subject only to the official notice of issuance; and
(d) the Company will use the net proceeds from the Offering for the purposes described in the Offering Documents.
(2) Prior to the completion of the Distribution of the Offered Shares, 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 Joint Bookrunners (not to be unreasonably withheld) on behalf of the Underwriters, 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, as applicable in the case of the Company or the applicable person, in conjunction with: (i) the grant of stock options and other similar issuances pursuant to the 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) the exercise of outstanding stock options and warrants; (iii) the issuance of securities by the Company in connection with acquisitions in the normal course of business; or (iv) pursuant to obligations in respect of existing agreements.
(4) The Company covenants and agrees to obtain written transfers to the Company of all applied for and registered intellectual property rights that it owns or purports to own, including without limitation intellectual property owned by, or in the name of, Bevo Farms Ltd., and to promptly record such transfers with the relevant governmental intellectual property offices.

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 Shares, 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 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

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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 Shares 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 should occur any material change in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital of the Company or a change in any material fact or any new material fact, or the Underwriters become aware of any undisclosed material information, which in the opinion of an Underwriter, acting reasonably, would be expected to have a significant adverse effect on the market price or value of the Offered Shares; or
(b) there should develop, occur or come into effect or existence, any event, action, state, condition or major financial occurrence of national or international consequence, including by way of COVID-19 to the extent that there are material adverse impacts related thereto after the date hereof, or any new law or regulation or a change thereof which, in the opinion of an Underwriter, acting reasonably, seriously adversely affects, or involves, or is reasonably expected to seriously adversely affect, or involve, financial markets in Canada or the United States generally or the business, operations or affairs of the Company; or
(c) there should occur or commence or be announced or threatened any inquiry, action, suit, investigation or other proceeding (whether formal or informal) or any order or ruling is issued under or pursuant to any statute of Canada or the United States or of any province or territory of Canada, or state of the United States (including, without limitation, the Canadian Securities Commissions or the TSX), which in the reasonable opinion of an Underwriter would be expected to operate to prevent or restrict trading in the Company’s securities or distribution of the Offered Shares or seriously adversely affects or will seriously adversely affect the financial markets or the business, operations or affairs of the Company; or
(d) the Company is in breach of any material term, condition or covenant of this Agreement or any representation or warranty given by the Company in this Agreement becomes false in any material respect.
(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

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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.

Section 14 Closing

The closing of the purchase and sale of the Firm Shares herein provided for shall be completed at 5:00 a.m. (Vancouver time) on November 24, 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 offices of Fasken Martineau DuMoulin LLP.

Section 15 Conditions of Closing and Option 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 and the Option Closing Time, the performance by the Company of its obligations under this Agreement and receipt by the Underwriters, at the Closing Time or Option Closing Time, as applicable, of the following, other than as provided below:
(a) a favourable legal opinion, dated the Closing Date and Option Closing Date, from Fasken Martineau DuMoulin LLP, legal counsel to the Company (who may provide, to the extent appropriate in the circumstances, opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Shares for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or of the Auditor or transfer agent of 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 validly incorporated and existing under the Business Corporations Act (British Columbia) and has all requisite corporate power and capacity to carry on business and to own and lease properties and assets;
- ii. the Company being a “reporting issuer” not included on the list of issuers in default in the Provinces of Canada other than Quebec;
- iii. the authorized and issued capital of the Company;
- iv. the Company has all necessary corporate power and authority to (i) carry on its business as now conducted as described in the Final Prospectus and to own, lease and operate its property and assets described in the Final Prospectus, (ii) execute, deliver and perform its obligations under the this Agreement, (ii) create, issue and sell the Offered Shares, and (iii) grant the Over-Allotment Option;

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v. all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the performance of its obligations thereunder and this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against it in accordance with its 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 may be limited by applicable law;
vi. the execution and delivery of this Agreement and the fulfilment of the terms thereof by the Company and the issuance, sale and delivery of the Offered Shares and 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 any applicable corporate law or Canadian Securities Laws;
vii. all necessary corporate action has been taken by the Company to authorize the execution and delivery of the Final Prospectus (and any Supplementary Material) and the filing thereof with the Canadian Securities Commissions in the Qualifying Jurisdictions;
viii. the Offered Shares have been validly issued as fully paid and nonassessable shares in the capital of the Company;
ix. Computershare Trust Company of Canada is the duly appointed registrar and transfer agent for the common shares of the Company;
x. 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 Shares in the Qualifying Jurisdictions by or through persons who are duly registered under the applicable Canadian Securities Laws and who have complied with the relevant provisions of such applicable Canadian Securities Laws and the grant of the Over-Allotment Option to the Underwriters;
xi. subject to the qualifications and assumptions set out therein, the statements set forth in the Final Prospectus under the caption “Eligibility for Investment”, insofar as they purport to describe the

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provisions of the laws referred to therein, are fair summaries of the matters discussed therein;

xii. subject only to customary post-closing listing conditions imposed by the TSX, the Offered Shares have been conditionally approved for listing on the TSX; and
xiii. to such other matters as may reasonably be requested by the Underwriters;

in form and substance acceptable to the Underwriters and their counsel, acting reasonably.

(b) a favourable legal opinion in respect of the Company’s Subsidiaries (other than CubicFarm Systems (Shanghai) Corp.) 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) a favourable legal opinion, dated the Closing Date and, if there are purchasers in the United States, the Option Closing Date, as applicable, in form and substance and subject to customary qualifications and assumptions satisfactory to the Underwriters, acting reasonably, from Sheppard, Mullin, Richter & Hampton LLP, in its capacity as the Company’s U.S. counsel, addressed to the Underwriters, and such legal opinion shall be to the effect that no registration of the Firm Shares and/or any Additional Shares, as applicable, will be required under the U.S. Securities Act in connection with such offer and sales that actually take place in the United States through the U.S. Affiliates in accordance with and reliance upon this Agreement, Schedule “A” hereto and the U.S. Placement Memorandum (and any executed exhibits, schedules or attachments thereto), it being understood that such counsel shall not be required to provide any legal opinion with regard to the subsequent transfer, resale, pledge, exchange or other disposition of any of the Firm Shares and/or any Additional Shares;
(d) certificates or evidence of registration representing, in the aggregate, the Firm Shares (and Additional Shares, if applicable) in the name of CDS or its nominee or in such other name(s) as the Joint Bookrunners on behalf of the Underwriters shall have directed;
(e) the auditor comfort letters dated the Closing Date and the Option Closing Date, as applicable, updating the comfort letters referred to in Section 5(4) above with such changes as may be necessary from the comfort letters delivered previously to bring the information therein forward to a date which is within two Business Days of the Closing Date and Option Closing Date, as applicable;

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(f) the Underwriting Fee paid in accordance with the seventh paragraph of this Agreement;
(g) on the Closing Date, evidence satisfactory to the Joint Bookrunners that the Offered Shares (and Additional Shares, if applicable) shall have been conditionally approved for listing on the TSX, subject only to the official notice of issuance;
(h) a certificate, dated the Closing Date and the Option Closing Date, as applicable, and signed on behalf of the Company, but without personal liability, by the President and Chief Executive Officer and by the Chief 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 with all covenants and satisfied all terms and conditions hereof to be complied with and satisfied by the Company at or prior to the Closing Time and the Option Closing Time, as applicable; (ii) all the representations and warranties of the Company contained herein are true and correct in all material respects as of the Closing Time and the Option Closing Time, as applicable with the same force and effect as if made at and as of the Closing Time and the Option Closing Time, as applicable, after giving effect to the transactions contemplated hereby; (iii) there has been no material change relating to the Company since the date hereof which has not been generally disclosed, except for the offering of the Offered Shares, and with respect to which the requisite material change statement or report has not been filed and no such disclosure has been made on a confidential basis; and (iv) that, to the best of the knowledge, information and belief of the persons signing such certificate, no order, ruling or determination having the effect of ceasing or suspending trading in the Common Shares or any other securities of the Company has been issued and no proceedings for such purpose are pending or are contemplated or threatened;
(i) at the Closing Time or Option Closing Time, as applicable, certificates dated the Closing Date or the Option Closing Date, as applicable, signed on behalf of the Company, but without personal liability, by the President and 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, including the allotment, issue (or reservation for issue) and sale of the Firm Shares and the grant of the Over-Allotment Option, the authorization of this Agreement, the listing of the Firm Shares and Additional Shares, on the TSX and transactions contemplated by this Agreement; and the incumbency and signatures of signing officers of the Company;
(j) 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 Joint Bookrunners, evidencing their agreement to not, without the consent of the Joint Bookrunners, which consent shall not be unreasonably withheld or delayed, offer, transfer, pledge, assign or otherwise dispose of any

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securities of the Company owned, directly or indirectly, by them or agree to or announce any such offer, transfer, pledge, assignment or other disposal for a period of 90 days following the Closing Date, other than (i) selling securities in connection with the exercise of options; and (ii) in order to accept a bona fide take-over bid made to all securityholders of the Company or similar business combination;

(k) at the Closing Time or Option Closing Time, as applicable, a certificate of status (or equivalent) for the Company and the Subsidiaries dated within one (1) Business Day (or such earlier or later date as the Underwriters may accept) of the Closing Date; and
(l) 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 not later than 5:00 p.m. (Vancouver time) on the 30th day after the Closing Date, which notice will specify the number of Additional Shares 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 Shares 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 three Business Days nor later than five 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 Shares indicated in the notice. Additional Shares 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 Shares in respect of which the Underwriters are exercising the Over-Allotment Option shall take place at the Option Closing Time at the offices of Fasken Martineau DuMoulin LLP 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 Shares in respect of which the Underwriters are exercising the Over-Allotment Option and deposit with CDS or its nominee, if requested by the Joint Bookrunners, the Additional Shares electronically through the noncertificated inventory system of CDS against payment per Additional Share by wire transfer or certified cheque payable to the Company or as otherwise directed by the Company.
(4) Concurrently with the deliveries and payment under paragraph (3), the Company shall pay the Underwriting Fee applicable to the Additional Shares in the manner

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provided in the seventh paragraph of this letter against delivery of a receipt for that payment.

(5) The obligation of the Underwriters to make any payment or delivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Section 17 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 Shares and the filing of the Offering Documents; (ii) the fees and expenses of the Company’s legal counsel; (iii) all costs incurred in connection with the preparation of documentation relating to the Offering; (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 $90,000, plus applicable taxes and disbursements ((v) 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 Joint Bookrunners, 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 18 No Advisory or Fiduciary Relationship

The Company acknowledges and agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the Offering Price, the Offered Shares 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 19 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:

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CubicFarm Systems Corp. 353 – 19951 80 A Avenue Langley BC V2Y 0E2

Attention: David Dinesen, President, Chief Executive Officer & Director Email: [email protected]

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

Fasken Martineau DuMoulin LLP 550 Burrard Street, Suite 2900 Vancouver, British Columbia V6C 0A3 Attention: Steve Saville Email: [email protected]

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

Raymond James Ltd. 925 West Georgia Street, Suite 2100 Vancouver, British Columbia V6C 3L2

Attention: Russell Green Email: [email protected] and Stifel Nicolaus Canada Inc. 145 King Street West, Suite 300 Toronto, Ontario M5H 1J8

Attention: Alex Lane Email: [email protected]

and

Canaccord Genuity Corp. 609 Granville Street, Suite 2100 Vancouver, British Columbia V7Y 1H2

Attention: Jamie Brown Email: [email protected]

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

Blake, Cassels & Graydon LLP Suite 2600 595 Burrard Street Vancouver, British Columbia V7X 1L3

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Attention: Bob Wooder and Kyle Misewich Email: [email protected] and [email protected]

The Company and the Underwriters may change their respective addresses for notice by notice given in the manner referred to above.

Section 20 Actions on Behalf of the Underwriters

All steps which must or may be taken by the Underwriters in connection with this Agreement, with the exception of the matters contemplated by Section 9, Section 12 and Section 13, shall be taken by the Joint Bookrunners on the Underwriters’ behalf and the execution of the Agreement by the Underwriters shall constitute the Company’s authority for accepting notification of any such steps from, and for giving notice to, and for delivering any definitive certificate(s) representing the Offered Shares to, or to the order of, the Joint Bookrunners.

Section 21 Survival

The representations, warranties, obligations and agreements of the Company and of the Underwriters contained herein or delivered pursuant to this Agreement shall survive the purchase by the Underwriters of the Offered Shares for a period of two years after Closing and shall continue in full force and effect notwithstanding any subsequent disposition by the Underwriters of the Offered Shares and the Underwriters shall be entitled to rely on the representations and warranties of the Company contained in or delivered pursuant to this Agreement notwithstanding any investigation which the Underwriters may undertake or which may be undertaken on the Underwriters’ behalf.

Section 22 Underwriters’ Obligations

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

Raymond James Ltd.	50%
Stifel Nicolaus Canada Inc.	22.5%
Canaccord Genuity Corp.	22.5%
Echelon Wealth Partners Inc.	5%

(2) If any of the Underwriters fails to purchase its applicable percentage of the Offered Shares at the Closing Time or the Option Closing Time, as the case may be, (a “ Defaulting Underwriter ”) and the percentage of Offered Shares that have not been purchased by the Defaulting Underwriter represents 10% or less of the Offered Shares 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 Shares not purchased by the Defaulting Underwriter, and to receive the Defaulting

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Underwriter’s portion of the Underwriting Fee in respect thereof, and such nondefaulting 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 Shares that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Offered Shares, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Offered Shares which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Offered Shares, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may 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 shall oblige the Company to sell to the Underwriters less than all of the Offered Shares or relieve from liability to the Company any Underwriter which shall be so in default.

Section 23 Market Stabilization

In connection with the distribution of the Offered Shares, 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 Shares, 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 Shares.

Section 25 Governing Law

This Agreement shall be governed by and construed in accordance with the laws in force in the province of British Columbia and the federal laws of Canada applicable therein.

Section 26 Time of the Essence

Time shall be of the essence of this Agreement. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

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

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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,

RAYMOND JAMES LTD.

By: (Signed) Russell Green Name: Russell Green Title: Managing Director

STIFEL NICOLAUS CANADA INC.

By: (Signed) Alex Lane Name: Alex Lane Title: Director, Origination

CANACCORD GENUITY CORP.

By: (Signed) Jamie Brown Name: Jamie Brown Title: Managing Director, Head of Investment Banking – Western Canada

ECHELON WEALTH PARTNERS INC.

By: (Signed) Asad Said Name: Asad Said Title: Managing Director, Co-Head of Capital Markets

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

By: (Signed) David Dinesen Name: David Dinesen Title: President and 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 Shares 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 Firm Shares or Additional Shares;
(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; and
(f) “ Substantial U.S. Market Interest ” means “substantial U.S. market interest” as that term is defined in Regulation S.

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.

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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, and as a result of the offer and sale of Offered Shares contemplated hereby will not 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 Firm Shares or Additional Shares 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 Firm Shares or Additional Shares 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 Firm Shares or Additional Shares, 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 Firm Shares or Additional Shares 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 Firm Shares or the Additional Shares 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 Firm Shares, or the Additional Shares.
(f) So long as any of the Firm Shares or Additional Shares 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

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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 Shares are not, and as of the Closing Date and if Additional Shares 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 Offered Shares are not securities of an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.
(i) The Company has not, for a period of six months prior to the date hereof, sold, offered for sale or solicited any offer to buy any of its securities in the United States in a manner that would be integrated with the offer and sale of the Offered Shares and would cause the exemptions to the registration requirements under the U.S. Securities Act provided by Rule 144A or Rule 903 of Regulation S to be unavailable for the offer and sale of the Offered Shares in the Offering.
(j) The Offering is not part of a scheme to evade the registration requirements of the U.S. Securities Act.
(k) 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 Shares contemplated herein.

3. Representations, Warranties and Covenants of the Underwriters

Each of the Underwriters and its U.S. Affiliates, as applicable, acknowledges that the Firm Shares and Additional Shares, in each case as used herein (and not noted separately), as applicable, have not been and will not be registered under the U.S. Securities Act and may be offered and 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 Firm Shares or Additional Shares 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

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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 Firm Shares or Additional Shares 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 Firm Shares or Additional Shares 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 Firm Shares or Additional Shares, or (ii) any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Firm Shares or Additional Shares.

(b) All offers and sales of the Firm Shares and Additional Shares 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 Firm Shares or Additional Shares, 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 Shares 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 Firm Shares or Additional Shares 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 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 Shares for the account or benefit of a U.S. Person has been or shall be provided with a copy of the U.S. Placement Memorandum and any exhibits or attachments thereto in connection with such offer. Prior to any sale of the Firm Shares or Additional Shares 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 Firm Shares or Additional Shares

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in the United States, each such purchaser shall be provided with a copy of the U.S. Placement Memorandum (and exhibits thereto), including the Final Prospectus, and no written material other than the U.S. Placement Memorandum (and exhibits thereto) was used in connection with the offer and sale of the Firm Shares or the Additional Shares in the United States.

(g) Each Qualified Institutional Buyer solicited by the Underwriters or its U.S. Affiliate will be informed that the Offered Shares 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 Firm Shares or Additional Shares 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 Firm Shares or Additional Shares as set forth in the U.S. Placement Memorandum (and Exhibit A thereto), and that it must implement appropriate internal controls and procedures to ensure that such Firm Shares or Additional Shares 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 Shares 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 Date, a Qualified Institutional Buyer.
(j) Prior to the completion of any sale of the Firm Shares or Additional Shares to a Qualified Institutional Buyer, each such Qualified Institutional Buyer will be required to properly complete, execute and deliver a U.S. Purchaser’s Letter, the form of which is attached as Exhibit A to the U.S. Placement Memorandum (the “ U.S. Purchaser Letter ”).
(k) At least two business days prior to any Closing Date and/or Over-Allotment Closing Date, as applicable, the Company will be provided prior to any such Closing or Over-Allotment Closing with a list of all offerees and purchasers of the Firm Shares or Additional Shares, 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.
(l) At or prior to the Closing Date or Over-Allotment Closing Date, if applicable, each Underwriter together with its U.S. Affiliate that offered or sold the Firm Shares or Additional Shares 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 Firm Shares and Additional Shares 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).

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(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 Firm Shares or Additional Shares 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.

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EXHIBIT “I” TO SCHEDULE A

UNDERWRITERS’ CERTIFICATE

In connection with the private placement in the United States of Common Shares (the “ Securities ”) of CubicFarm Systems Corp. (the “ Company ”) pursuant to the Underwriting Agreement dated as of November 19, 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. 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. 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. 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

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U.S Purchaser’s Letter in the form set forth as Exhibit A to the U.S. 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 Over-Allotment Closing Date, as applicable.

Dated this _ day of _______, 2021.

[UNDERWRITER]

[NAME OF U.S. AFFILIATE]

By: Name: Title:

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SCHEDULE “B”

SUBSIDIARIES

Name of Subsidiary	Jurisdiction	Authorized and Issued Capital	Ownership Information
CubicFarm Manufacturing Corp.	British Columbia, Canada	Unlimited – 100 Common	100% owned directly by the Company
CubicFarm Innovation Corp.	British Columbia, Canada	Unlimited – 100 Common	100% owned directly by the Company
CubicFarm Produce Corp.	British Columbia, Canada	Unlimited – 100 Common	100% owned directly by the Company
CubicFarm Services Corp.	British Columbia, Canada	Unlimited – 100 Common	100% owned directly by the Company
CubicFarm Capital Corp.	British Columbia, Canada	Unlimited – 100 Common	100% owned directly by the Company
CubicFarm Systems U.S. Corp.	Delaware, United States	10 shares of common stock are authorized in which one share is outstanding	100% owned directly by the Company
HydroGreen Inc.	South Dakota, United States	10 shares of common stock are authorized in which one share is outstanding	100% owned directly by CubicFarm Systems U.S. Corp.
CubicFarm Systems (Shanghai) Corp.	China	–	100% owned directly by the Company

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SCHEDULE “C”

DETAILS OF OUTSTANDING CONVERTIBLE SECURITIES AND RIGHTS TO ACQUIRE SECURITIES

1. Stock Options Outstanding as at November 19, 2021

The Company has 18,601,404 stock options outstanding, each exercisable for one Common Share. The outstanding stock options are exercisable at prices between $0.19 and $1.59 per Common Share and expiring between January 30, 2023 and October 31, 2029.

2. Warrants Outstanding as at November 19, 2021

The Company has 6,399,371 Common Share purchase warrants outstanding, each exercisable for one Common Share, exercisable at an exercise price of $0.19 per Common Share and expiring on April 21, 2027.

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AI assistant

CubicFarm Systems Corp. — Capital/Financing Update 2021

47769_rns_2021-11-19_fa0440db-af0c-48ad-9c99-3434c46023ca.pdf

UNDERWRITING AGREEMENT

TERMS AND CONDITIONS

Section 1 Interpretation

(1) Definitions

“ Auditor ” means KPMG LLP;

Section 2 Distribution of the Offered Shares

Section 3 Preparation of Prospectus; Marketing Materials; Due Diligence

Section 4 Material Changes

Section 5 Deliveries to the Underwriters

Section 6 Regulatory Approvals

Section 7 Representations and Warranties of the Company

General Matters

The Offering

Business, Properties and Assets

(54) Intellectual Property .

Employment Matters

Section 8 Representations, Warranties and Covenants of the Underwriters

Section 9 Indemnification

Section 10 Contribution

Section 11 Covenants of the Company

Section 12 All Terms to be Conditions

Section 13 Termination by Underwriters

Section 14 Closing

Section 15 Conditions of Closing and Option Closing

Section 16 Over-Allotment Option

Section 17 Expenses

Section 18 No Advisory or Fiduciary Relationship

Section 19 Notices

Section 20 Actions on Behalf of the Underwriters

Section 21 Survival

Section 22 Underwriters’ Obligations

Section 23 Market Stabilization

Section 24 Entire Agreement

Section 25 Governing Law

Section 26 Time of the Essence

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

RAYMOND JAMES LTD.

STIFEL NICOLAUS CANADA INC.

CANACCORD GENUITY CORP.

ECHELON WEALTH PARTNERS INC.