HEXO Corp. — Regulatory Filings 2021

May 14, 2021

QUALIFICATION CERTIFICATE

TO: Ontario Securities Commission AND TO: British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Manitoba Securities Commission Autorité des marchés financiers New Brunswick Financial and Consumer Services Commission Nova Scotia Securities Commission Office of the Superintendent of Securities, Prince Edward Island Office of the Superintendent of Securities, Service Newfoundland and Labrador Office of the Superintendent of Securities, Government of the Northwest Territories Nunavut Securities Office, Government of Nunavut Office of the Superintendent of Securities, Government of Yukon

RE: HEXO Corp. (the “Issuer”) - Preliminary short form base shelf prospectus dated May 13, 2021 (the “Prospectus”) ____________

This certificate is delivered pursuant to National Instrument 44-102 (“NI 44-102”) to enable the Issuer to file a preliminary short form base shelf prospectus. The Issuer is relying on Section 2.2(1) of NI 44-102 to qualify to file a preliminary short form base shelf prospectus, which requires that the Issuer is qualified under Section 2.2 of National Instrument 44-101 (“NI 44-101”) to file a preliminary short form prospectus. Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in NI 44-101.

The undersigned, being the Chief Financial Officer of the Issuer, hereby certifies on behalf of the Issuer, that, as of the date hereof:

1. the Issuer is an electronic filer under NI 13-101;

2. the Issuer is a reporting issuer in at least one jurisdiction of Canada;

3. the Issuer has filed with the securities regulatory authority in each jurisdiction in which it is a reporting issuer all periodic and timely disclosure documents that it is required to have filed in that jurisdiction, (a) under applicable securities legislation, (b) pursuant to an order issued by the securities regulatory authority, or (c) pursuant to an undertaking to the securities regulatory authority;

4. the Issuer has, in at least one jurisdiction in which it is a reporting issuer, (a) current annual financial statements, and (b) a current AIF;

5. the Issuer’s equity securities are listed and posted for trading on a short form eligible exchange and the Issuer is not an issuer, (a) whose operations have ceased, or (b) whose principal asset is cash, cash equivalents, or its exchange listing; and

6. all of the material incorporated by reference in the preliminary short form base shelf prospectus and not previously filed is being filed with the preliminary short form base shelf prospectus.

7. 2 -

DATED the 13[th] day of May, 2021.

HEXO CORP.

Per: (signed) “ Trent MacDonald ” Trent MacDonald Chief Financial Officer