Khiron Life Sciences Corp.

Execution Version

UNDERWRITING AGREEMENT

November 13, 2020

Khiron Life Sciences Corp. Suite 2300-550 Burrard Street Vancouver, British Columbia V6C 2B5

Attention: Alvaro Torres Chief Executive Officer & Director

Dear Mesdames/Sirs:

Canaccord Genuity Corp. as lead underwriter and sole bookrunner (the “ Lead Underwriter ”), together with ATB Capital Markets Inc. and Leede Jones Gable Inc. (collectively, the “ Underwriters ” and each individually, an “ Underwriter ”) hereby severally, and not jointly, nor jointly and severally, in their respective percentages set out in Section 18 below, offer to purchase from Khiron Life Sciences Corp. (the “ Corporation ”) and the Corporation hereby agrees to issue and sell to the Underwriters, 28,000,000 units of the Corporation (each, a “ Unit ”), on an underwritten basis, at the purchase price of $0.45 per Unit (the “ Offering Price ”), for aggregate gross proceeds of $12,600,000. Each Unit shall be comprised of one common share of the Corporation (each, a “ Common Share ” and as a constituent of the Unit, a “ Unit Share ”) and one Common Share purchase warrant of the Corporation (each, a “ Warrant ”). Each Warrant shall entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one Common Share (a “ Warrant Share ”) at an exercise price of $0.75 until the Expiry Date (as defined herein).

The Corporation hereby grants to the Underwriters an option (the “ Over-Allotment Option ”) to purchase up to an additional 4,200,000 Units of the Corporation (the “ Over-Allotment Units ”) at the Offering Price for additional gross proceeds of up to $1,890,000 upon the terms and conditions set forth herein for the purpose of covering their over-allocation position, if any, made in connection with the Offering (as defined herein) and for market stabilization purposes. The Over-Allotment Option in respect of the Over-Allotment Units may be exercised by the Underwriters: (i) to acquire Over-Allotment Units at the Offering Price; or (ii) to acquire additional Unit Shares (the “ Over-Allotment Shares ”) at a price of $0.39 per Over-Allotment Share; or (iii) to acquire additional Warrants (the “ Over-Allotment Warrants ”) at a price of $0.06 per OverAllotment Warrant; or (iv) to acquire any combination of Over-Allotment Units, Over-Allotment Shares and Over-Allotment Warrants, so long as the aggregate number of Over-Allotment Shares and Over-Allotment Warrants that may be issued under such Over-Allotment Option does not exceed 4,200,000 Over-Allotment Shares and 4,200,000 Over-Allotment Warrants. The Over-Allotment Option shall be exercisable by the Lead Underwriter, on behalf of the Underwriters, in whole or in part, and from time to time, for a period of 30 days from and including the Closing Date (as defined herein) by giving written notice to the Corporation, as more particularly described in Section 12 hereof. Pursuant to such notice, the Underwriters shall purchase in their respective percentages set out in Section 18 below, and the Corporation shall deliver and sell, the number of Over-Allotment Securities (as defined herein) indicated in such notice, in accordance with this Agreement.

The Units and the Over-Allotment Units are collectively referred to herein as the “ Offered Units ” and the offering of the Offered Units by the Corporation is hereinafter referred to as the “ Offering ”. Unless the context requires otherwise, references herein to the “ Unit Shares ”, “ Warrants ” and “ Warrant Shares ”

shall assume the exercise of the Over-Allotment Option and include all Over-Allotment Securities issuable thereunder.

The Underwriters may arrange for substituted purchasers (the “ Substituted Purchasers ”) for the Offered Units, where such Substituted Purchasers are resident in the Selling Jurisdictions (as defined herein). Each Substituted Purchaser shall purchase the Offered Units at the Offering Price, and to the extent that Substituted Purchasers purchase Offered Units, the obligations of the Underwriters to do so will be reduced by the number of Offered Units purchased by the Substituted Purchasers from the Corporation. Offers and sales of Offered Units in the United States (as defined herein) may only be made on a private placement basis in the following manner and in compliance with Schedule “C” to this Agreement. The Underwriters may, through their U.S. Affiliates (as defined herein) offer the Offered Units for sale to Qualified Institutional Buyers (as defined herein) pursuant to 144A of the U.S. Securities Act (as defined herein) and in compliance with the provisions of Schedule “C”, which forms a part of this Agreement.

The Underwriters may offer the Offered Units at a price less than the Offering Price as described in further detail in Section 18 below, in compliance with Canadian Securities Laws and, specifically, the requirements of NI 44-101 (as defined herein) and the disclosure concerning the same contained in the Prospectus (as defined herein).

In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Corporation agrees to pay to the Underwriters the Commission (as defined herein) and to issue and deliver to the Underwriters the Compensation Options in such amounts and with such terms as set out in Section 14 hereof. The obligation of the Corporation to pay the Commission and issue and deliver the Compensation Options shall arise at the Closing Time (as defined herein) and the Commission and the Compensation Options shall be fully earned by the Underwriters upon the completion of the Offering.

TERMS AND CONDITIONS

The following are additional terms and conditions of this Agreement between the Corporation and the Underwriters:

Section 1 Definitions and Interpretation

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

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

“ affiliate ” and “ associate ” have the respective meanings given to them in the Securities Act;

“ Agreement ” means this underwriting agreement, as it may be amended from time to time;

“ Applicable Laws ” means all applicable laws, rules, regulations, policies, statutes, ordinances, codes, orders, consents, decrees, judgments, decisions, rulings, awards, or guidelines, the terms and conditions of any Authorizations, including any judicial or administrative interpretation thereof, of any Governmental Entity, including Cannabis Laws;

“ Auditors ” means collectively, BDO Canada LLP, the current auditors of the Corporation and MNP LLP, the predecessor auditors of the Corporation;

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

“ Business ” means the vertically integrated international business of cannabis strain development, importing, cultivating, extracting, producing, possessing, branding, marketing, advertising, medically validating, distributing, shipping, exporting, selling and disposing of cannabis seeds and tetrahydrocannabinol (THC) and cannabidiol (CBD) medical cannabis and related and derivative products, including cosmeceuticals and wellness products, the operation of an integrated network of health services (involving health care centres and clinics, physician and patient education and engagement), scientific research and development collaborations and the operation of all websites, e- commerce and social media platforms and systems in connection therewith;

“ Business Assets ” means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or being developed or used, including all vendor lists, customer lists, intellectual property and related technologies, real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business, including the Facility;

“ Business Day ” means a day, other than a Saturday, a Sunday or any other day on which the principal chartered banks located in Toronto, Ontario or Vancouver, British Columbia are not open for business;

“ Canadian Securities Laws ” means, collectively, all applicable securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws together with applicable published instruments, notices and orders of the securities regulatory authorities in the Qualifying Jurisdictions, including the rules and policies of the TSXV;

“ Cannabis Activities ” means all activities related to, directly or indirectly, (i) the cultivation, production, processing, extraction, importation, exportation, sales or distribution of cannabis and/or cannabinoid products or substances, including the provision of goods, services and/or financial support to businesses operating in those sectors or the use of proceeds derived from such businesses, (ii) the targeting or deriving (or reasonably expecting to derive) revenues or funds from, any direct or indirect dealings or transactions with respect to the activities described in subparagraph (i) above;

“ Cannabis Laws ” means all applicable laws, rules, regulations, policies, statutes, ordinances, codes, orders, consents, decrees, judgments, decisions, rulings, awards, or guidelines, the terms and conditions of any Authorizations, including any judicial or administrative interpretation thereof, of any Governmental Entity applicable to Cannabis Activities, excluding the federal laws of the United States applicable to Cannabis Activities;

“ CDS ” means CDS Clearing and Depository Services Inc;

“ Claims ” has the meaning ascribed thereto in Section 13 of this Agreement

“ Closing ” means the completion of the sale of the Offered Units and the purchase by the Underwriters of the Offered Units pursuant to the Offering as contemplated by this Agreement;

“ Closing Date ” means the day on which the Closing shall occur, being November 26, 2020 or such earlier or later date as may be agreed to in writing by the Corporation and the Lead Underwriter (on behalf of the Underwriters), each acting reasonably;

“ Closing Time ” means 8:00 a.m. (Toronto time) on the Closing Date, or such other time on the Closing Date as may be agreed to by the Corporation and the Lead Underwriter;

“ Commission ” has the meaning ascribed thereto in Section 14 of this Agreement;

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

“ Compensation Option Certificates ” means the certificates representing the Compensation Options and containing the terms thereof;

“ Compensation Options ” has the meaning ascribed to such term in Section 14 of this Agreement;

“ Compensation Securities ” means collectively, the Compensation Options, the Compensation Shares, the Compensation Warrants and the Compensation Warrant Shares;

“ Compensation Share ” has the meaning ascribed to such term in Section 14 of this Agreement;

“ Compensation Warrant Shares ” has the meaning ascribed to such term in Section 14 hereof;

“ Compensation Warrants ” has the meaning ascribed to such term in Section 14 hereof;

“ Corporation ” has the meaning ascribed thereto in the first paragraph of 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 Corporation or its Subsidiaries are a party or to which their property or assets are otherwise bound and which is material to the Corporation on a consolidated basis;

“ Directed Selling Efforts ” means means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S;

“ distribution ” means distribution or distribution to the public, as the case may be, for the purposes of Canadian Securities Laws;

“ Documents Incorporated by Reference ” means all financial statements, related management’s discussion and analysis, management information circulars, annual information forms, material change reports or other documents filed by the Corporation, whether before or after the date of this Agreement, that are required to be incorporated by reference into the Prospectus under applicable Canadian Securities Laws;

“ Employee Plans ” has the meaning ascribed thereto in Section 7(ppp) of this Agreement;

“ 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;

“ Expiry Date ” means the date that is 60 months following the Closing Date;

“ Facility ” means the Corporation’s fully integrated (cultivation to extraction) and GMP Standard compliant facility constructed on the Leased Lands, on which the Corporation is cultivating and processing high tetrahydrocannabinol (> 1%) and low tetrahydrocannabinol (<1%) medicinal cannabis;

“ Final Prospectus ” means the (final) short form prospectus of the Corporation relating to the Offering, including all of the Documents Incorporated by Reference and any Supplementary Material thereto, prepared and to be filed by the Corporation with the Securities Commissions in accordance with the Passport System and NI 44-101 in the Qualifying Jurisdictions in respect of the Offering and for which a Final Receipt has been issued;

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

“ Financial Statements ” means collectively, (i) the audited consolidated annual financial statements of the Corporation as at and for the years ended December 31, 2019 and 2018, together with the notes thereto and the Auditor’s report thereon, and (ii) the unaudited condensed interim consolidated financial statements of the Corporation as at and for the three and six months ended June 30, 2020, together with the notes thereto;

“ GMP Standard ” means the Colombian good manufacturing standards for pharmaceutical laboratories in accordance with the guidelines set out in Decree 549 of 2001 and INVIMA Resolution 01087 of 2001;

“ 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 Entity, (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 Entity ” means any (a) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing;

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

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

“ including ” means including but not limited to;

“ Indemnified Party ” or “ Indemnified Parties ” have the meanings ascribed thereto in Section 13 of this Agreement;

“ Indemnitor ” has the meaning ascribed thereto in Section 13 of this Agreement;

“ intellectual property ” has the meaning ascribed to such term in Section 7(kkk) of this Agreement;

“ Leased Lands ” means the up to 17 hectares of land in the Municipality of Piedras, in the Department of Tolima, located near Ibagué, 3 hours from Bogota, identified with plot certificate 3512361;

“ Leased Premises ” means the Leased Lands and any and all other premises, which are material to the Corporation or any Subsidiary, and which the Corporation or any Subsidiary occupies as a tenant;

“ Lead Underwriter ” means Canaccord Genuity Corp.;

“ Licences ” means, collectively: (i) the licence to cultivate psychoactive cannabis plants (including grain seed production, sowing seed production, manufacture of derivatives and scientific purposes) for a five (5) year term granted by the Ministry of Justice and Law, Republic of Colombia by Resolution 0841 of October 19, 2017, (ii) the licence to cultivate non-psychoactive cannabis plants (including production of grain seeds and sowing seeds, manufacture of derivatives, industrial purposes, scientific purposes) for a five (5) year term granted by the Ministry of Justice and Law, Republic of Colombia by Resolution 000069 of September 22, 2017, (iii) the licence to manufacture cannabis derivatives (including for national use, scientific research and export) for a five (5) year term granted by the Minister of Health and Social Protection by Resolution 003735 of October 4, 2017; (iv) the licence to import non-psychoactive and psychoactive cannabis seeds granted by the Colombian Agricultural Institute by Resolution 4701 of April 11, 2019, (v) the licence to export nonpsychoactive and psychoactive cannabis seeds granted by the Colombian Agricultural Institute by Resolution 19273 of November 28, 2019, and (vi) the licence to produce non-psychoactive and psychoactive cannabis seeds granted by the Colombian Agricultural Institute by Resolution 25847 of May 28, 2018;

“ 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;

“ Losses ” has the meaning ascribed thereto in Section 13 of this Agreement;

“ marketing materials ” has the meaning ascribed thereto in NI 41-101;

“ Material Adverse Effect ” means any event, change, fact, or state of being which has or could reasonably be expected to have a significant and adverse effect on the business, affairs, capital,

operation, properties, permits, assets, liabilities (absolute, accrued, contingent or otherwise) or condition (financial or otherwise) of the Corporation and the Subsidiaries considered on a consolidated basis;

“ Material Agreement ” means any and all contracts, commitments, agreements (written or oral), instruments, leases or other documents, including licences, sub-licenses, supply agreements, manufacturing agreements, distribution agreements, sales agreements, strategic partnership or alliance agreements or any other similar type agreements, to which the Corporation or the Subsidiaries is a party or to which their Business Assets are otherwise bound, and which is material to the Corporation and the Subsidiaries on a consolidated basis;

“ material change ”, “ material fact ” and “ misrepresentation ” have the respective meanings ascribed thereto in the Securities Act;

“ Material Subsidiaries ” means collectively, Khiron Life Sciences Corp. (existing under the Canada Business Corporations Act ), Khiron Colombia S.A.S. (formerly known as Chiron Inversiones S.A.S. and existing under the laws of Colombia) and ILANS S.A.S (existing under the laws of Colombia);

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

“ Money Laundering Laws ” has the meaning ascribed to such term in Section 7(ee) of this Agreement;

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

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

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

“ NI 45-102 ” means National Instrument 45-102 – Resale of Securities ;

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

“ OFAC ” has the meaning ascribed to such term in Section 7(ff) of this Agreement;

“ Offered Securities ” means, collectively, the Offered Units, the Unit Shares, the Warrants and the Warrant Shares;

“ Offered Units ” has the meaning ascribed thereto in the third paragraph of this Agreement, and for certainty includes any Over-Allotment Units issued on the exercise of the Over-Allotment Option;

“ Offering ” has the meaning ascribed thereto in the third paragraph of this Agreement;

“ Offering Documents ” means the Preliminary Prospectus, the Final Prospectus and any Supplementary Material;

“ Offering Price ” has the meaning ascribed thereto in the first paragraph of this Agreement;

“ Over-Allotment Option ” has the meaning ascribed thereto in the second paragraph of this Agreement;

“ Over-Allotment Securities ” means, collectively, the Over-Allotment Units, the Over-Allotment Shares and the Over-Allotment Warrants;

“ Over-Allotment Shares ” has the meaning ascribed thereto in the second paragraph of this Agreement;

“ Over-Allotment Units ” has the meaning ascribed thereto in the second paragraph of this Agreement;

“ Over-Allotment Warrants ” has the meaning ascribed thereto in the second paragraph of this Agreement;

“ Passport System ” means the system for review of prospectus filings set out in MI 11-102 and NP 11-202;

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

“ Preliminary Prospectus ” means the preliminary short form prospectus of the Corporation dated November 13, 2020, including all of the Documents Incorporated by Reference and any Supplementary Material thereto, prepared and filed by the Corporation in accordance with the Passport System and NI 44-101 in the Qualifying Jurisdictions in respect of the Offering and for which a Preliminary Receipt has been issued;

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

“ Principal Regulator ” means the Ontario Securities Commission;

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

“ Prospectus Amendment ” means any amendment to the Preliminary Prospectus or the Final Prospectus, a supplemental prospectus or an amended and restated Prospectus;

“ provide ” in the context of sending or making available marketing materials to a potential investor of Offered Units has the meaning ascribed thereto under Canadian Securities Laws, whether in the context of a “road show” (as defined in NI 41-101) or otherwise;

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

“ Purchasers ” means, collectively, each of the purchasers of Offered Units arranged by the Underwriters, including Substituted Purchasers in connection with the Offering, including if applicable, the Underwriters;

“ Qualifying Jurisdictions ” means all of the provinces of Canada, except for Québec;

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

“ Regulation S ” means Regulation S under the U.S. Securities Act;

“ 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 Corporation or its subsidiaries;

“ Representative ” means any director, officer, employee, agent or other person acting on the instructions of the Corporation or any of its Subsidiaries;

“ Securities Act ” means the Securities Act (British Columbia);

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

“ Securities Laws ” means, collectively, Canadian Securities Laws, U.S. Securities Laws and all applicable securities laws, rules, regulations, policies and other instruments promulgated by the Securities Regulators in any of the other Selling Jurisdictions, including the TSXV;

“ Securities Regulators ” means, collectively, the securities regulators or other securities regulatory authorities in the Selling Jurisdictions;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators;

“ Selling Firm ” and “ Selling Group ” have the meanings ascribed thereto in Section 3(c) of this Agreement;

“ Selling Jurisdictions ” means, collectively, each of the Qualifying Jurisdictions, the United States and any other jurisdictions outside of Canada and the United States as mutually agreed to by the Corporation and the Underwriters;

“ Standard Listing Conditions ” means the customary post-closing listing conditions imposed by the TSXV;

“ Standard Term Sheets ” means together, (i) the term sheet dated November 9, 2020 for the offering of units for aggregate gross proceeds of $10,012,500, and (ii) the amended term sheet dated November 9, 2020 for the Offering , each as agreed to between the Corporation and the Lead Underwriter;

“ Subsidiaries ” means collectively, the subsidiaries listed in Schedule “A” of this Agreement, and “ Subsidiary ” means any one of them;

“ subsidiary ” or “ subsidiaries ” has the meaning ascribed thereto in the Securities Act;

“ Substituted Purchasers ” has the meaning ascribed thereto in the fourth paragraph of this Agreement;

“ Supplementary Material ” means, collectively, any Prospectus Amendment or ancillary materials that may be filed or prepared by or on behalf of the Corporation under Canadian Securities Laws relating to the purchase and sale of the Offered Units;

“ Taxes ” has the meaning ascribed to such term in Section 7(cc) of this Agreement;

“ to the knowledge of the Corporation ” means the actual knowledge of the current directors and officers of the Corporation, after reasonable enquiry;

“ Transaction Documents ” means, collectively, this Agreement, the Warrant Indenture and the Compensation Option Certificates;

“ Transfer Agent ” means TSX Trust Company, in its capacity as transfer agent and registrar in respect of the Common Shares at its principal office in Toronto, Ontario;

“ TSXV ” means the TSX Venture Exchange;

“ Underwriters ” has the meaning ascribed thereto in the first paragraph of this Agreement;

“ Unit ” has the meaning ascribed thereto in the first paragraph of this Agreement;

“ Unit Shares ” has the meaning ascribed thereto in the third paragraph of this Agreement and for certainty includes any Over-Allotment Shares issued on the exercise of the Over-Allotment Option;

“ 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. Affiliates ” means the United States broker-dealer affiliates of the Underwriters;

“ 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 U.S. private placement memorandum delivered together with the applicable Prospectus to offerees and Purchasers of the Offered Units in the United States, including any Supplementary Material thereto;

“ 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 the rules and regulations

promulgated thereunder, including the rules and policies of the United States Securities and Exchange Commission and any applicable state securities laws.

“ Warrant Agent ” means TSX Trust Company, in its capacity as warrant agent in respect of the Warrants at its principal office in Toronto, Ontario;

“ Warrant Indenture ” means the warrant indenture to be entered into on the Closing Date between the Warrant Agent and the Corporation in relation to the Warrants and Compensation Warrants, as amended from time to time;

“ Warrant Shares ” has the meaning ascribed thereto in the third paragraph of this Agreement, and for certainty includes any additional Warrant Shares issuable upon exercise of any Over-Allotment Warrants; and

“ Warrants ” has the meaning ascribed thereto in the third paragraph of this Agreement, and for certainty includes any Over-Allotment Warrants issued on the exercise of the Over-Allotment Option;

(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” Subsidiaries

Schedule “B” Details of Outstanding Convertible Securities and Rights to Acquire Securities Schedule “C” Compliance with United States Securities Laws

Section 2 Attributes of the Securities.

The Offered Units to be sold by the Corporation hereunder, along with the Over-Allotment Option and the Compensation Securities, shall have the rights, privileges, restrictions and conditions that conform in all material respects to the rights, privileges, restrictions and conditions set forth in the Offering Documents.

Section 3 The Offering

(a) The Offering shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms and conditions set out in the Prospectus and in this Agreement.
(b) Each Purchaser resident in a Qualifying Jurisdiction shall purchase the Offered Units pursuant to the Final Prospectus. Each other Substituted Purchaser shall purchase the Offered Units in accordance with such procedures as the Corporation and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable Securities

Laws and the Corporation hereby agrees to comply with all Securities Laws, including as to the filing of any notices or forms, on a timely basis in connection with the distribution of the Offered Units so that the distribution of the Offered Units in the Selling Jurisdictions outside of Canada and the United States may lawfully occur so as not to require registration or filing of a prospectus with respect thereto or compliance by the Corporation with regulatory requirements (including any continuous disclosure obligations), or subject the Corporation (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority, under applicable Securities Laws in such Selling Jurisdictions outside of Canada and the United States.

(c) The Corporation agrees that the Underwriters shall have the right to invite one or more dealers to form a selling group (each a “ Selling Firm ” and together, the “ Selling Group ”) to participate in the soliciting of offers to purchase the Offered Units. The Underwriters shall have the exclusive right to control all compensation arrangements between the members of the Selling Group and the Underwriters. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so engaged by the Underwriters and appoints the Underwriters as trustees of such rights and benefits for such Selling Firm, and the Underwriters hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firm. Any Underwriter who engages a Selling Firm pursuant to the provisions of this Section 3(c) shall use its commercially reasonable efforts to ensure such Selling Firm agrees with the Underwriters to comply with the covenants and obligations given by the Underwriters herein.

Section 4 Filing of Prospectus, Deliveries and Related Matters

(1) The Corporation shall:
(a) have filed the Preliminary Prospectus pursuant to the Passport System with the Securities Commissions on the date hereof and obtained a Preliminary Receipt not later than 5:00 p.m. (Toronto time) on the next Business Day;
(b) promptly (i) resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and (ii) file the Final Prospectus and obtain a Final Receipt not later than 5:00 p.m. (Toronto time) on November 20, 2020, or such later date as may be agreed to in writing by the Lead Underwriter, and otherwise fulfill all legal requirements to qualify the Offered Units for distribution to the public in the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and
(c) until the date on which the distribution of the Offered Units is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Units for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Units or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify the Offered Units and the OverAllotment Option.
(2) The Corporation shall deliver to each of the Underwriters:

(a) prior to the time of each filing thereof, a copy of the Preliminary Prospectus and the Final Prospectus (or any Prospectus Amendment) each manually signed and certified on behalf of the Corporation, by the persons and in the form as required by Canadian Securities Laws;
(b) prior to the time of filing the Preliminary Prospectus and the Final Prospectus, a copy of the applicable U.S. Placement Memorandum;
(c) prior to the time of filing thereof, a copy of any other document required to be filed with or delivered to the Securities Commissions in connection with the Offering, including any Supplementary Material or Document Incorporated by Reference in the Final Prospectus (other than any document already filed publicly with the applicable Securities Commissions);
(d) prior to or concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter from the Auditors, dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Corporation, with respect to the verification of financial and accounting information and other numerical data of a financial nature contained in the Final Prospectus (including all Documents Incorporated by Reference), and matters involving changes or developments since the respective dates as of which specified financial information is given therein, which letter shall be based on a review by the Auditors within a cut-off date of not more than two Business Days prior to the date of the letters and which letters shall be in addition to the Auditors’ consent letters and comfort letter (if any) to be addressed and delivered to the Securities Commissions;
(e) prior to the filing of the Final Prospectus, copies of all correspondence indicating that the application for the listing and posting for trading on the TSXV of the Unit Shares, the Warrants (provided the minimum distribution requirements of the TSXV are met), the Warrant Shares, the Compensation Shares, the Compensation Warrants (provided the minimum distribution requirements of the TSXV are met) and the Compensation Warrant Shares, has been conditionally approved, subject only to satisfaction by the Corporation of the Standard Listing Conditions; and
(f) commercial copies of the Preliminary Prospectus, the Final Prospectus, and the applicable U.S. Placement Memorandum, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day) after obtaining the Preliminary Receipt or the Final Receipt, as the case may be. Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus and the Final Prospectus for the distribution of the Offered Units in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws for the purchase and sale of the Offered Units. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Units.

(3) Prior to or concurrently with the filing of any Supplementary Material with the Securities Commissions, the Corporation will deliver to the Underwriters documents similar to those referred to in Sections 4(2)(a) to (e) inclusive.
(4) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered Units, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the Auditors, legal counsel and any experts or other consultants requested by the Underwriters at one or more due diligence sessions to be held) which they may reasonably require in order to (i) fulfill their obligations as underwriters under Securities Laws, (ii) enable them to avail themselves of a defense to any claim for misrepresentation in the Prospectus, and (iii) enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus.
(5) During and prior to the completion of the period of distribution, the Corporation will, to the satisfaction of counsel to the Underwriters, acting reasonably, promptly take or cause to be taken all steps and proceedings that may be required from time to time under Canadian Securities Laws to qualify the Offered Units for sale to the public and the grant of the Over-Allotment Option and issuance of the Compensation Options in each of the Qualifying Jurisdictions or, in the event that they have, for any reason, ceased to be so qualified, to again so qualify them.
(6) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out above:
(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Securities, as required by Canadian Securities Laws;
(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and
(c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of Canadian Securities Laws.
(7) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Units, the Corporation will promptly provide to the Underwriters drafts of any press releases of the Corporation for review by the Underwriters prior to issuance and shall obtain the prior approval of the Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to

be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on the face page substantially as follows: “ Not for distribution to the U.S. news wire services, or dissemination in the United States ”, and shall include substantially the following language: “This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.”

(8) In connection with any marketing materials:
(a) the Corporation and the Underwriters have not provided any marketing materials to any potential investors in connection with the Offering and the only materials provided to potential investors were the Standard Term Sheets, each of which is a “standard term sheet” (as such term is defined in NI 41-101);
(b) during and prior to the completion of the period of distribution, the Corporation and the Underwriters will not provide any potential investor of Offered Units with any marketing materials except for marketing materials that comply with Canadian Securities Laws and the versions (or template versions) of which have been approved in writing by each of the Corporation and the Underwriters; and
(c) during and prior to the completion of the period of distribution, the Corporation will, if requested, cooperate with and assist, acting reasonably, the Underwriters in marketing the Offering, including in connection with the preparation of marketing materials to be used by the Underwriters in connection with the Offering and will file with and deliver to the Securities Commissions such versions (or template versions) which have been approved in writing by the Corporation and the Underwriters, as may be required by Canadian Securities Laws.

Section 5 Material Change.

(1) During the period from the date of this Agreement to the completion of the distribution of the Offered Units, the Corporation covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in respect of the Corporation and its subsidiaries considered on a consolidated basis;
(b) any material fact in respect of the Corporation which has arisen or has 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; and
(c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render any statement in such Offering Document misleading or untrue in any material respect or which

would result in a misrepresentation in the Offering Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with Canadian Securities Laws.

The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or change; provided that the Corporation 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. The Corporation 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 or could be reasonable doubt whether written notice need be given under this Section 5.

(2) If during the period of distribution of the Offered Units there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Corporation will promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriters and its counsel to participate in the preparation and review of any Supplementary Material.
(3) During the period from the date of this Agreement to the completion of the distribution of the Offered Units, the Corporation will notify the Underwriters promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Offered Units or the Over-Allotment Option for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Offered Units or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Units or the trading in any securities of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Section 6 Regulatory Approvals.

The Corporation will make all necessary filings, 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 Corporation will cooperate with the Underwriters in connection with the qualification of the Offered Units for purchase and sale, the grant of the Over-Allotment Option and the issuance of the Compensation Options

under the Canadian Securities Laws and in maintaining such qualifications in effect for so long as required for the distribution of the Offered Units, the Over-Allotment Option and the Compensation Options.

Section 7 Representations and Warranties of the Corporation.

The Corporation represents and warrants to each of the Underwriters as follows, and acknowledges that each of them is relying upon such representations and warranties in connection with the purchase of the Offered Units:

General Matters

(a) Good Standing of the Corporation . The Corporation (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 Securities and Compensation Securities and to enter into and carry out its obligations under the Transaction Documents.
(b) Good Standing and Ownership of Subsidiaries . The Corporation’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 its jurisdiction of incorporation or formation and 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. The Corporation directly or indirectly owns all of the outstanding shares of the Subsidiaries as disclosed in Schedule “A” hereto, and all such shares are legally and beneficially owned by the Corporation, 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 Corporation 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. The only Subsidiaries that are material to the Corporation are the Material Subsidiaries, and none of the other Subsidiaries hold any material assets or liabilities.
(c) Equity Investees or Other Interests . Other than the Subsidiaries, the Corporation has never had any and currently has no equity or other 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 Corporation or which was or would otherwise be material to the business or affairs of the Corporation. The Subsidiaries have never had any and currently have no equity or joint venture interest nor any investment or any 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.
(d) Carrying on Business . The Corporation 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 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 noncompliance with any such Applicable Laws or Authorizations. Neither the Corporation nor any Subsidiary is aware of any legislation, or proposed legislation published by any Governmental Entity, which it anticipates will have a Material Adverse Effect. The Corporation anticipates that all remaining Authorizations required for the conduct of the business of the Corporation 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 Corporation and/or the Subsidiaries, as applicable.

(e) No Proceedings for Dissolution . No proceedings have been taken, instituted or, are pending for the dissolution, liquidation or winding up of the Corporation nor any Subsidiary.
(f) Freedom to Compete . Neither the Corporation 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 Corporation or any Subsidiary (i) to compete in any line of business, other than the undertaking of the Corporation to the TSXV dated May 14, 2018, (ii) to transfer or move any of its assets or operations, or (iii) which would have a Material Adverse Effect.
(g) Share Capital of the Corporation . The authorized capital of the Corporation consists of an unlimited number of Common Shares of which, as of the close of business on November 12, 2020, 117,967,068 Common Shares were outstanding as fully paid and non-assessable shares in the capital of the Corporation. The description of the attributes of the authorized and issued share capital of the Corporation as set out under the heading “Description of Securities Being Distributed” in the Prospectus is true and correct.
(h) Share Capital of the Subsidiaries. The authorized and outstanding share capital of the Subsidiaries as set out in Schedule “A” hereto is true and complete at the date hereof, and all of the shares are outstanding as fully paid and non-assessable.
(i) Absence of Rights . Except as referred to in Schedule “B” 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 Corporation. The Offered Units, upon issuance, will not be issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation.
(j) Stock Exchange Listing and Compliance. The issued and outstanding Common Shares are listed and posted for trading on the TSXV and the OTCQX and the Corporation has applied to list the Unit Shares, the Warrants, the Warrant Shares, the Compensation Shares, the Compensation Warrants and the Compensation Warrant Shares on the TSXV, and the Corporation 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 TSXV and the Corporation is currently in compliance with the rules and policies of the TSXV.

(k) No Cease Trade Orders . No order ceasing or suspending trading in the Common Shares or other securities of the Corporation or prohibiting the issuance or sale of the Offered Securities or the issuance of the Compensation Securities has been issued by any regulatory authority or stock exchange which is continuing in effect, and to the knowledge of the Corporation, no proceedings for such purpose has been threatened or are pending.
(l) Reporting Issuer Status . The Corporation is a “reporting issuer”, not included in a list of defaulting reporting issuers maintained by the Securities Commissions in the Provinces of Canada, except for Québec. The Corporation 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 Corporation 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 Provinces of Canada, except for Québec.
(m) No Voting Control or Operation Agreements. The Corporation is not a party to any agreement, nor is the Corporation 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 Corporation or the management or operation of the Corporation.
(n) Transfer Agent . The Transfer Agent at its principal office in Toronto, Ontario has been duly appointed as the registrar and transfer agent in respect of the Common Shares.
(o) 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 Corporation 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 Corporation nor any Subsidiary is in violation, breach or default nor has either received any notification from any party claiming that the Corporation 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 Corporation, is in breach, violation or default of any term under any Material Agreement or Debt Instrument.
(p) Absence of Debt Instruments . Other than as disclosed in the Offering Documents, the Corporation 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 Corporation nor any Subsidiary has made any loans to, or guaranteed the obligations of, any Person.
(q) Absence of Breach or Default . Neither the Corporation nor any Subsidiary is in breach or default of, and the execution and delivery of the Transaction Documents and the performance by the Corporation of its obligations hereunder or thereunder, the issue and sale of the Offered Securities and the Compensation Securities 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 Corporation or the Subsidiaries, including Canadian Securities Laws; (B) the constating documents or resolutions of the directors (including of committees thereof) or shareholders of the Corporation 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 Corporation, the Subsidiaries or the properties or assets of the Corporation 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 Corporation or the Subsidiaries, including the Business Assets.

(r) No Actions or Proceedings . There are no material claims (including product liability claims), actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation) currently outstanding, or to the knowledge of the Corporation, threatened or pending, against the Corporation or the Subsidiaries at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Entity. There are no judgments or orders against the Corporation or the Subsidiaries which are unsatisfied, nor are there any consent decrees or injunctions to which the Corporation or the Subsidiaries or their properties or assets are subject, or to the knowledge of the Corporation, that are threatened or pending.
(s) Financial Statements . The Financial Statements contain no misrepresentations, present fairly, in all material respects, the consolidated financial position of the Corporation and the Subsidiaries, 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 and there has been no change in accounting policies or practices of the Corporation since December 31, 2019, other than as required by IFRS and as disclosed in the applicable Financial Statements.
(t) No Material Changes . Since December 31, 2019, other than as disclosed in the Offering Documents:
(i) 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 Corporation or any Subsidiary;
(ii) there has not been any material change in the capital stock or debt of the Corporation or any Subsidiary; and
(iii) the Corporation and each of the Subsidiaries has carried on its business in the ordinary course.
(u) No Off-Balance Sheet Arrangements . There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or liabilities of the Corporation or the Subsidiaries which are required to be disclosed and are not disclosed or reflected in the Financial Statements.

(v) Internal Accounting Controls . The Corporation 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.
(w) Accounting Policies. There has been no change in accounting policies or practices of the Corporation or any Material Subsidiary respectively since December 31, 2019.
(x) Independent Auditors . The Auditors who reported on and certified, or reviewed, the Financial Statements, as the case may be, are independent public accountants 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 Corporation, any former auditor of the Corporation.
(y) Purchases and Sales . Neither the Corporation nor any Subsidiary has approved, entered into any agreement in respect of, or has any knowledge of:
(i) 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 Corporation or the Subsidiary whether by asset sale, transfer of shares, or otherwise;
(ii) 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 Corporation or any Subsidiary or otherwise) of the Corporation or any Subsidiary; or
(iii) a proposed or planned disposition of Common Shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding Common Shares.
(z) Previous Acquisitions . All previous acquisitions completed by the Corporation or any Subsidiary of any securities, business or assets of any other entity have been fully and properly disclosed in the Public 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 Corporation and/or any 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 Corporation and/or any Subsidiary, as applicable, conducted all necessary procedures in accordance with its internal programs to identify and address any material issues prior to such acquisitions.
(aa) No Loans or Non-Arm’s Length Transactions. Neither the Corporation 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 Corporation or any Subsidiary.

(bb) 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 Corporation or any of the Subsidiaries is a party or otherwise bound, any restriction upon or impediment to, the declaration of dividends by the directors of the Corporation or any Subsidiary or the payment of dividends by the Corporation to the holders of the Common Shares or by any Subsidiary to the Corporation.
(cc) 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 Corporation and the Subsidiaries have been paid. All tax returns, declarations, remittances and filings required to be filed by the Corporation or any Subsidiary have been filed with all appropriate Governmental Entities 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 Corporation, no examination of any tax return of the Corporation or any Subsidiary is currently in progress and there are no issues or disputes outstanding with any Governmental Entity respecting any Taxes that have been paid, or may be payable, by the Corporation or any Subsidiary, except where such examinations, issues or disputes, individually or collectively, would not have a Material Adverse Effect.
(dd) Anti-Bribery Laws. Neither the Corporation nor any Subsidiary nor, to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Corporation or the Subsidiaries, including but not limited to the Corruption of Foreign Public Officials Act (Canada) and the U.S. Foreign Corrupt Practices Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Corporation 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, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation nor any Subsidiary nor, to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Corporation 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 Entity 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.

(ee) Anti-Money Laundering . The operations of the Corporation 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), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, 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 Entity (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or Governmental Entity or any arbitrator involving the Corporation or any Subsidiary with respect to the Money Laundering Laws is pending or, to the best knowledge of the Corporation, threatened.
(ff) OFAC Requirements . The Corporation and the Subsidiaries have not been and are not currently subject to, nor to the knowledge of the Corporation, has any director, officer, agent, employee, affiliate or Person acting on behalf of the Corporation or the Subsidiaries been or is currently subject to any United States sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“ OFAC ”) or other relevant sanctions authority; and the Corporation will not directly or indirectly use any proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, affiliated entity, joint venture partner or other Person, to finance any investments in, or make any payments to, any country or Person targeted by any of the sanctions of the United States administered by OFAC or other relevant sanctions authority.
(gg) Directors and Officers. None of the directors or officers of the Corporation 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 Corporation or other company.
(hh) Related Parties . None of the directors, officers, employees, consultants or advisors of the Corporation or any Subsidiary, any known holder of more than 10% of any class of shares of the Corporation, 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 Corporation or any Subsidiary which, as the case may be, materially affected, is material to or will materially affect the Corporation or any Subsidiary.
(ii) Minute Books and Records . The minute books and records of the Corporation and the Material Subsidiaries which the Corporation has made available to the Underwriters and their counsel Cassels Brock & Blackwell LLP in connection with their due diligence investigation of the Corporation and the Material 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 Corporation and the Material Subsidiaries for such period and contain copies of all constating documents, including all amendments thereto, and all proceedings of

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

(jj) Continuous Disclosure. The Corporation is in compliance in all material respects with its continuous disclosure obligations under the securities laws of the Provinces of Canada, except for Québec 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 Corporation or any Subsidiary which has not been publicly disclosed and the information and statements in the Public 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 Corporation has not filed any confidential material change reports which remain confidential as at the date hereof. The Corporation is not aware of any circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part 16.1 – Civil Liability for Secondary Market Disclosure of the Act and analogous provisions under Canadian Securities Laws.
(kk) Forward - Looking Information . With respect to forward-looking information contained in the Prospectus, including for certainty the Documents Incorporated by Reference:
(i) the Corporation has a reasonable basis for the forward-looking information; and
(ii) 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 forward-looking information, and accurately states the material factors or assumptions used to develop forwardlooking information.
(ll) Full Disclosure . All information relating to the Corporation 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 Corporation has not withheld from the Underwriters any material facts relating to the Corporation, the Subsidiaries or the Offering.

The Offering

(mm) Compliance with Laws, Filings and Fees . The Corporation has complied 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 Corporation pursuant to Securities Laws and 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.

(nn) Corporation Short Form Eligible. The Corporation 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 Final Prospectus there will be no documents required to be filed under the Canadian Securities Laws in connection with the distribution of the Offered Units that will not have been filed as required.
(oo) Corporate Actions . The Corporation has taken, or will have taken prior to the Closing Time, all necessary corporate action, (i) to authorize the execution, delivery and performance of the Transaction Documents, (ii) to authorize the execution, delivery and filing, as applicable, of the Offering Documents, (iii) to validly create, issue and sell the Offered Securities, as applicable,, (iv) to grant the Over-Allotment Option; and (vi) to validly create, issue and sell, as applicable, the Compensation Securities.
(pp) Valid and Binding Documents . Each of the execution and delivery of the Transaction Documents and the performance of the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of the Corporation and upon the execution and delivery thereof shall constitute valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective 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 Ontario.
(qq) All Consents and Approvals . All consents, approvals, permits, authorizations or filings as may be required under Securities Laws or by any Governmental Entity or third party (including under the terms of any Material Agreement or Debt Instrument) necessary for: (i) the execution and delivery of the Transaction Documents, (ii) the issuance, creation, sale and delivery, as applicable, of the Offered Securities and the Compensation Securities and the grant of the Over-Allotment Option, and (iii) the consummation of the transactions contemplated hereby and thereby, have been made or obtained, as applicable, except: (A) those which have not been obtained or those which may be required and shall be obtained prior to the Closing Time under the Securities Laws or the rules of the TSXV, including in compliance with the Securities Laws regarding the distribution of the Offered Units 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.
(rr) Unit Shares Validly Issued. The Unit Shares have been, or prior to the Closing Time will be, duly and validly authorized for issuance pursuant to this Agreement and when issued and delivered by the Corporation pursuant to this Agreement will be validly issued as fully paid and non-assessable Common Shares.
(ss) Warrants Validly Issued . The Warrants have been, or prior to the Closing Time will be, duly and validly created and authorized for issuance pursuant to this Agreement and when issued and delivered by the Corporation pursuant to this Agreement will be validly created and issued.

(tt) Warrant Shares Validly Issued . The Warrant Shares to be issued and sold pursuant to the exercise of the Warrants have been, or prior to the Closing Time will be, duly and validly authorized and reserved for issuance and, upon exercise of the Warrants in accordance with their terms and when issued and delivered by the Corporation, against payment of the consideration therefor, the Warrant Shares will be validly issued as fully paid and nonassessable Common Shares.
(uu) Validly Issued Compensation Options . The Compensation Options have been or prior to the Closing Time will be, duly and validly created and authorized for issuance and when issued and delivered by the Corporation pursuant to this Agreement and the Compensation Option Certificates, the Compensation Options will be validly created and issued.
(vv) Validly Issued Compensation Shares and Compensation Warrants . The Compensation Shares and the Compensation Warrants have been, or prior to the Closing Time will be, duly and validly created (in the case of the Compensation Warrants), authorized and reserved for issuance and, upon exercise of the Compensation Options in accordance with the terms and conditions of the Compensation Option Certificates, the Compensation Shares will be validly issued as fully paid and non-assessable Common Shares and the Compensation Warrants will be validly created and issued.
(ww) Validly Issued Compensation Warrant Shares . The Compensation Warrant Shares to be issued and sold pursuant to the exercise of the Compensation Warrants have been, or prior to the Closing Time will be, duly and validly authorized and reserved for issuance and, upon exercise of the Compensation Warrants in accordance with the terms and conditions of the Warrant Indenture, the Compensation Warrant Shares will be validly issued as fully paid and non-assessable Common Shares.
(xx) Warrant Agent . Prior to the Closing Time, the Warrant Agent at its principal office in Toronto, Ontario will have been duly appointed as the warrant agent in respect of the Warrants
(yy) 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 Corporation who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering or transactions contemplated herein.
(zz) Entitlement to Proceeds . Other than the Corporation, 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).
(aaa) No Significant Acquisitions. The Corporation 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 or pro forma financial statements in the Prospectus, or the filing of a Business Acquisition Report pursuant to Canadian Securities Laws.
(bbb) Qualified Investments. Subject to the qualifications and limitations described under “Eligibility for Investment” in the Final Prospectus, the Unit Shares, Warrants and Warrant Shares will be qualified investments under the Income Tax Act (Canada) and the regulations

thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, deferred profit sharing plans, a registered disability savings plan and tax free savings accounts.

(ccc) U.S. Sales. The Corporation makes the representations, warranties and covenants applicable to it in Schedule “C” attached hereto and acknowledges that the terms and conditions of the representations, warranties and covenants of the parties contained in Schedule “C” form part of this Agreement.

Business, Properties and Assets

(ddd) Title to Business Assets . The Corporation and/or the Subsidiaries 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 Corporation knows of no claim or basis for any claim that might or could have a Material Adverse Effect on the rights of the Corporation or the Subsidiaries to use, transfer, lease, license, operate, develop, sell or otherwise exploit such Business Assets and the Corporation 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 preemptive rights of purchase which entitle any Person to acquire any of the rights, title or interests in the Business Assets.
(eee) Compliance with Laws, Regulatory Approvals and Authorizations . All operations of the Corporation 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 industries of the Corporation and the Subsidiaries and promulgated by the applicable Governmental Entities in the jurisdictions where the Business operates or the Business Assets are located. The Corporation and the Subsidiaries have obtained and are in compliance 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 Corporation or the Subsidiaries has received any correspondence or notice from any Governmental Entity alleging or asserting material non-compliance with any Applicable Laws or Authorizations and the Corporation does not know of any basis for any such allegation or assertion. None of the Corporation 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 Entity is considering taking or would have reasonable ground to take any such action. The Corporation anticipates that all remaining Authorizations required for the conduct of the Business of the Corporation 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 Corporation and/or the Subsidiaries, as applicable.

(fff) Compliance with Cannabis Laws .
(i) The Corporation and its Subsidiaries are in compliance with all Applicable Laws governing the Business as prescribed by any Governmental Entity in any country or jurisdiction engaged in the regulation of cannabis, controlled drugs and substances or pharmaceuticals, except where non-compliance would not, singularly or in the aggregate, have a Material Adverse Effect;
(ii) Neither the Corporation nor any Subsidiaries (A) has engaged in any Cannabis Activities or has any current intention to engage in Cannabis Activities, where such activity is illegal or prohibited under Cannabis Laws, in the United States or any other federal, provincial, territorial, state, municipal, local or foreign jurisdiction, or (B) will engage in any Cannabis Activities or has any current intention to engage in Cannabis Activities unless such activities are in full compliance with Cannabis Laws;
(iii) The Corporation and its Subsidiaries have instituted and maintained and will continue to maintain policies and procedures reasonably designed to ensure that the Corporation and its Subsidiaries do not carry on any Cannabis Activities in any jurisdiction where such Cannabis Activities are not fully in compliance with Cannabis Laws; and
(iv) Neither the Corporation nor any Subsidiary nor, to the knowledge of the Corporation, any Representative, has engaged in, or will engage in, (A) any direct or indirect dealings or transactions in violation of U.S. federal or state criminal laws, including, without limitation, the U.S. Controlled Substances Act, the U.S. Racketeer Influenced and Corrupt Organizations Act, the U.S. Travel Act or any Canadian, United States or foreign anti-money laundering statute, or (B) any “aiding and abetting” in any violation of United States federal or state criminal laws. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation, any Subsidiary or, to the knowledge of the Corporation, any Representative, with respect to any federal or state criminal laws in the United States or any other federal, provincial, territorial, state, municipal, local or foreign jurisdiction is pending or threatened.
(ggg) Research and Development . All product research and development activities, including quality assurance, quality control, testing, and research and analysis activities, conducted by the Corporation and the Subsidiaries in connection with the Business is being conducted in accordance with the Corporation’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 Corporation’s internal policies, guidelines and protocols and are being complied with, in all material respects.
(hhh) Business Relationships . All agreements with third parties in connection with the Business have been entered into and are being performed by the Corporation and the Subsidiaries, and, to the knowledge of the Corporation, by all other third parties thereto, in compliance with their terms. There exists no actual or pending, or to the knowledge of the Corporation, any threatened termination, cancellation or limitation of, or any material adverse

modification or material change in, the business relationship of the Corporation or the Subsidiaries, with any strategic or joint venture partner, distributor, 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 Corporation or the Subsidiaries are individually or in the aggregate material to the assets, business, properties, operations or financial condition of the Corporation (on a consolidated basis). All such business relationships are intact and mutually cooperative, and there exists no condition or state of fact or circumstances that would prevent the Corporation 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.

(iii) Data Security . The Corporation 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 Corporation and each of the Subsidiaries have taken all 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 Corporation and the Subsidiaries have disaster recovery and security plans and procedures in place and there have been no material unauthorized intrusions into, breaches of the security of, or unauthorized disablement, theft or erasure of, the information technology, communication systems or software used in connection with their Business.
(jjj) Privacy Protection . The Corporation and the Subsidiaries have 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 patients 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 Corporation 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 Corporation 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.

(kkk) Intellectual Property .

(i) Other than as disclosed to the Underwriters in writing, (A) the Corporation and the Subsidiaries own or possess the right to use all patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, trade names, brand names, franchise rights, copyrights, domain names, 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, (B) there are no current or pending, and the Corporation is not aware of any threatened, actions, suits, proceedings, claims or challenges by any other Person to the rights of the Corporation or the Subsidiaries with respect to their intellectual property, and (C) the Corporation is not aware of any fact which could form a reasonable basis for any such actions, suits, proceedings, claims or challenges;

(ii) to the knowledge of the Corporation and other than as disclosed to the Underwriters in writing, (A) the Business as now conducted does not, and as currently proposed to be conducted will not, infringe or conflict with, in any material respect, the intellectual property rights of any Person and no claim has been made against the Corporation or any Subsidiary alleging the infringement by the Corporation or any Subsidiary of any intellectual property rights of any Person, and (B) there is no infringement by third parties of any intellectual property owned by or licensed to the Corporation or the Subsidiaries;
(iii) 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 Corporation or the Subsidiaries, any rights therein of such Persons have been irrevocably assigned in writing to the Corporation 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
(iv) the Corporation and each of the Subsidiaries have implemented and maintained commercially reasonable measures to protect and maintain the confidentiality of all trade secrets and other confidential proprietary information forming part of or in relation to the intellectual property owned or licensed by the Corporation and the Subsidiaries.
(lll) Leased Premises . With respect to each of the Leased Premises, the Corporation 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 Corporation 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 Corporation, 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.
(mmm) Environmental and Workplace Laws . The Corporation 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 Corporation, 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 Corporation, the Subsidiaries, any real property owned by the Corporation or the Subsidiaries, or the Leased Premises. Neither of the Corporation nor 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

Corporation 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.

(nnn) Insurance . The Corporation and each of the Material 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 Corporation, the Material 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 Corporation and each of the Material Subsidiaries are in compliance with the terms of such policies and instruments in all material respects and there are no material claims by the Corporation or any Material 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 Corporation and the Material 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 Corporation nor any Material Subsidiary has failed to promptly give any notice of any material claim thereunder.

Employment Matters

(ooo) Employment Laws . The Corporation and the Material Subsidiaries 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.
(ppp) 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 Corporation or the Subsidiaries for the benefit of any current or former director, officer, employee or consultant of the Corporation 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.
(qqq) 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 Corporation and each of the Subsidiaries, as applicable.

(rrr) Labour Matters . There is not currently any labour disruption, dispute, slowdown, stoppage, complaint or grievance outstanding or pending, or to the knowledge of the Corporation, threatened against the Corporation or any Subsidiary which is adversely affecting or could adversely affect, in a material manner, the carrying on of the business of the Corporation or any Subsidiary and no union representation exists for the employees of the Corporation or any Subsidiary and no collective bargaining agreement is in place or being negotiated by the Corporation or any Subsidiary.
(sss) COVID-19. Except as disclosed in the Prospectus and except as mandated by or in conformity with the recommendations of a Governmental Entity, there has been no closure, shut-down, suspension, postponement or disruption of the Business as a result of the novel coronavirus outbreak (the “ COVID-19 Outbreak ”) and no Material Adverse Effect on the Corporation, its Subsidiaries, the Business or the Business Assets as a result thereof. The Corporation and the Subsidiaries have been monitoring the COVID-19 Outbreak and the potential impact at all of its operations and business units and has put appropriate controls, measures, limitations, restrictions and procedures in place to ensure the wellness of all of its employees while continuing to operate, in order to prevent or mitigate the spread of the COVID-19 Outbreak, in compliance with all Applicable Laws.

Section 8 Covenants of the Corporation.

The Corporation covenants and agrees with the Underwriters, and acknowledges that each of them is relying on such covenants in connection with the purchase and sale of the Offered Units, as follows:

(1) Notification of Filings . The Corporation will advise the Underwriters, promptly after receiving notice thereof, of the time when the Offering Documents have been filed, as applicable, and receipts, as applicable, therefor have been obtained and will provide evidence reasonably satisfactory to the Underwriters of each such filing and copies of such receipts.
(2) Standstill . The Corporation will not, directly or indirectly, for a period commencing on the date of this Agreement and ending 90 days after the Closing Date, without the prior written consent of the Lead Underwriter, on behalf of the Underwriters not to be unreasonably withheld, issue, sell, offer, grant an option or right in respect of (or agree to or publicly announce an intention to do any of the foregoing) any additional Common Shares or any securities convertible into or exchangeable into Common Shares, other than (i) pursuant to the Offering (including the Over-Allotment Option); (ii) pursuant to the grant or exercise of stock options and other similar issuances pursuant to any stock option plan or similar share compensation arrangements in place, (iii) pursuant to the exercise of convertible securities, warrants, options or other existing outstanding obligations; or (iv) in connection with any arm’s length acquisitions in the normal course of business.
(3) Lock-Up Agreements . The Corporation will use its best efforts to cause each of its directors, officers and certain of its shareholders (including such shareholders’ associates and affiliates) to enter into lock-up agreements in a form satisfactory to the Corporation and the Lead Underwriter, on behalf of the Underwriters, each acting reasonably, pursuant to which each such person agrees, not to, directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of or transfer the economic consequences of any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation held by it until the date which is 90 days after the Closing Date, without the prior written consent of the Lead Underwriter, on behalf of the Underwriters, such consent not to be unreasonably withheld.

(4) Maintain Reporting Issuer Status . The Corporation will use its commercially reasonable best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Canadian Securities Laws in each of the Qualifying Jurisdictions, to the date that is at least 36 months following the Closing Date, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation.
(5) Maintain Stock Exchange Listing . The Corporation will use its commercially reasonable best efforts to maintain the listing of the Common Shares (including those issuable pursuant to the Offering) on the TSXV or such other recognized stock exchange or quotation system as the Underwriters may approve, acting reasonably, for a period of at least 36 months following the Closing Date, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation.
(6) Validly Issued Unit Shares . The Corporation will ensure that at the Closing Time the Unit Shares have been duly and validly issued as fully paid and non-assessable Common Shares.
(7) Validly Issued Warrants and Warrant Shares . The Corporation will ensure that the Warrants are duly and validly created, authorized and issued, and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Warrant Indenture. The Corporation will ensure at all times prior to the Expiry Date, that sufficient Warrant Shares are authorized and allotted for issuance upon due and proper exercise of the Warrants, and the Warrant Shares upon their issuance in accordance with the terms of the Warrant Indenture shall be validly issued as fully paid and non-assessable Common Shares.
(8) Validly Issued Compensation Options . The Corporation will ensure that the Compensation Options are duly and validly created, authorized and issued and shall have the attributes corresponding to the description thereof set forth in this Agreement and the Compensation Option Certificates.
(9) Validly Issued Compensation Shares and Compensation Warrants. The Corporation will ensure, at all times prior to the date that is 24 months from the Closing Date, that sufficient Compensation Shares and Compensation Warrants are authorized and allotted for issuance upon due and proper exercise of the Compensation Options, and upon issuance in accordance with the terms of the Compensation Option Certificates, the Compensation Shares shall be validly issued as fully paid and non-assessable Common Shares and the Compensation Warrants will be duly and validly created and issued and shall have the attributes corresponding to the description thereof set forth in the Warrant Indenture.
(10) Validly Issued Compensation Warrant Shares . The Corporation will ensure, at all times prior to the Expiry Date, that sufficient Compensation Warrant Shares are authorized and allotted for issuance upon due and proper exercise of the Compensation Warrants, and the Compensation Warrant Shares upon their issuance in accordance with the terms of the Warrant Indenture shall be validly issued as fully paid and non-assessable Common Shares.
(11) Use of Proceeds . The Corporation will use the proceeds of the Offering in the manner specified in the Prospectus under the heading “Use of Proceeds”.
(12) Consents and Approvals . The Corporation will have made or obtained, as applicable, at or prior to the Closing Time, all consents, approvals, permits, authorizations or filings as may be required by the Corporation under Canadian Securities Laws necessary for the consummation of the transactions

contemplated herein, other than customary post-closing filings as may be required to be submitted within the applicable time frame pursuant to Securities Laws and the rules of the TSXV.

(13) Closing Conditions . The Corporation will have, at or prior to the Closing Time, fulfilled or caused to be fulfilled, each of the conditions set out in Section 10 hereof.

Section 9 Representations, Warranties and Covenants of the Underwriters.

(1) Each Underwriter hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Corporation, that:
(a) Registration . The Underwriter is, and will remain so, until the completion of the Offering, appropriately registered under applicable Canadian Securities Laws so as to permit it to lawfully fulfill its obligations hereunder.
(b) Authority . The Underwriter 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.
(c) Marketing Materials . The Underwriter has not provided any marketing materials to any potential investors in connection with the Offering.
(2) The Underwriters hereby severally, and not jointly, nor jointly and severally, covenant and agree with the Corporation, as follows:
(a) Jurisdictions. During the period of distribution of the Offered Units by or through the Underwriters, the Underwriters will offer and sell the Offered Units to the public only in the Qualifying Jurisdictions where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus and this Agreement, either directly or through its Selling Group. The Underwriters shall be entitled to assume that the Offered Units are qualified for distribution in any Qualifying Jurisdiction where the Final Receipt shall have been obtained following the filing of the Prospectus.
(b) Compliance with Securities Laws. The Underwriters will comply with applicable Securities Laws in connection with the purchase and sale and distribution of the Offered Units. The Underwriters will offer for sale the Offered Units in the United States through their dulyregistered U.S. Affiliates pursuant to applicable exemptions from the registration requirements of U.S. Securities Laws, and in such other international Selling Jurisdictions on a private placement basis, in accordance with applicable Securities Laws in such other international Selling Jurisdictions. Any offer for sale or sale of the Offered Units in the United States will be made solely pursuant to the U.S. Placement Memorandum and in accordance with Schedule “C” to this Agreement.
(c) Sales. The Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Offered Units or deliver any Offering Document to purchasers so as to require registration of the Offered Units or the filing of a prospectus or registration statement with respect to the Offered Units under the Applicable Laws of any jurisdiction other than the Qualifying Jurisdictions.

(d) Completion of Distribution. The Underwriters will use their commercially reasonable best efforts to complete the distribution of the Offered Units as promptly as possible after the Closing Time. The Lead Underwriter will notify the Corporation when the Underwriters have ceased the distribution of the Offered Units and, within thirty (30) days after the Closing Date, will provide the Corporation, in writing, with a breakdown of the number of Offered Units distributed (i) in each of the Qualifying Jurisdictions, and (ii) in any other Selling Jurisdictions.
(e) Liability on Default. No Underwriter shall be liable to the Corporation under this Section 9 with respect to a breach or default contained in this Agreement by any other Underwriter, such other Underwriter’s U.S. Affiliates or any Selling Firm engaged by such other Underwriter, as the case may be.

Section 10 Conditions of Closing.

The Underwriters’ obligation to complete the Closing pursuant to this Agreement (including the obligation to purchase the Units and any Over-Allotment Securities, as the case may be, at the Closing Time) shall be subject to the following conditions having been met at the Closing Time:

(1) Corporate and Securities Laws Opinions of the Corporation . The Underwriters receiving favourable legal opinions from Gowling WLG (Canada) LLP, legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Underwriters as to the qualification of the Offered Units 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 Corporation), addressed to the Underwriters, substantially to the effect set forth below, subject to customary assumptions, qualifications and limitations:
(a) the Corporation 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;
(b) the Corporation being a “reporting issuer” not included on the list of issuers in default in the Provinces of Canada, other than Quebec;
(c) the authorized and issued capital of the Corporation;
(d) the Corporation has all necessary corporate power and authority to (i) execute, deliver and perform its obligations under the Transaction Documents, (ii) to create, issue and sell, as applicable, the Offered Securities and the Compensation Securities, and (iii) to grant the Over-Allotment Option;
(e) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Transaction Documents and the performance of its obligations thereunder and each of the Transaction Documents has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation 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;

(f) the execution and delivery of the Transaction Documents and the fulfilment of the terms thereof by the Corporation and the issuance, sale and delivery of the Offered Securities, the Compensation Securities 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 Corporation, any resolutions of the shareholders or directors (including committees of the board of directors) of the Corporation, or any applicable corporate law or Canadian Securities Laws;
(g) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus (and any Supplementary Material) and the filing thereof with the Securities Commissions in the Qualifying Jurisdictions;
(h) the Unit Shares have been validly issued as fully paid and non-assessable Common Shares;
(i) the Warrants have been duly and validly created and issued and the Warrant Shares have been authorized and allotted for issuance and upon the payment therefor and the issue thereof upon exercise of the Warrants in accordance with the provisions of the Warrant Indenture, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;
(j) the Compensation Options have been duly and validly created and issued and the Compensation Shares and Compensation Warrants have been duly authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions of the Compensation Option Certificates, the Compensation Shares will be validly issued as fully paid and non-assessable Common Shares and the Compensation Warrants will be validly created and issued;
(k) the Compensation Warrant Shares have been authorized and allotted for issuance and, upon the due exercise of the Compensation Warrants in accordance with the provisions of the Warrant Indenture, the Compensation Warrant Shares will be validly issued as fully paid and non-assessable Common Shares;
(l) 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 Securities 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, to qualify the issuance of the Compensation Options and the grant of the Over-Allotment Option to the Underwriters;
(m) the issuance by the Corporation of the (i) Warrant Shares upon due exercise of the Warrants, (ii) Compensation Shares and Compensation Warrants upon the due exercise of the

Compensation Options, and (iii) Compensation Warrant Shares upon the due exercise of the Compensation Warrants, is exempt from, or is not subject to, the prospectus and registration requirements of the Canadian Securities Laws of the Qualifying Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained under the Canadian Securities Laws of the Qualifying Jurisdictions in connection therewith;

(n) subject to the qualifications and assumptions set out therein, the statements set forth in the Preliminary Prospectus and the Final Prospectus under the caption “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations”, insofar as they purport to describe the provisions of the laws referred to therein, are fair summaries of the matters discussed therein;
(o) TSX Trust Company has been duly appointed as the warrant agent for the Warrants and Compensation Warrants;
(p) subject only to the Standard Listing Conditions, the Unit Shares, Warrants, Warrant Shares, Compensation Shares, Compensation Warrants and Compensation Warrant Shares have been conditionally approved for listing on the TSXV; and
(q) to such other matters as may reasonably be requested by the Underwriters no less than 48 hours prior to the Closing Time;

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

(2) Subsidiary Corporate Opinions . The Underwriters receiving favourable legal opinions from Gowling WLG (Canada) LLP and local counsel to the Corporation, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation and/or applicable Subsidiary, addressed to the Underwriters in form and substance acceptable to the Underwriters and their counsel, acting reasonably, substantially to the effect set out below:
(a) each Material Subsidiary having been incorporated and existing under its jurisdiction of incorporation;
(b) each Material Subsidiary having the requisite corporate power and capacity under the laws of its jurisdiction of incorporation to carry on business and to own and lease its properties and assets; and
(c) as to the authorized and issued share capital of each Material Subsidiary and to the ownership thereof.
(3) U.S. Securities Opinion . If any Offered Units are being sold to persons in the United States pursuant to Schedule “C” to this Agreement, the Underwriters shall have received an opinion from the U.S. legal counsel to the Corporation, addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, to the effect that registration under the U.S. Securities Act is not required in connection with the offer of the Offered Units by the Underwriters through their U.S. Affiliates for sale by the Corporation, provided that such offers and sales are made in compliance with Schedule “C” to this Agreement and provided further that it being understood that no opinion is expressed as to any subsequent resale of any Offered Units.

(4) Certificates of Status . The Underwriters receiving certificates of status and/or compliance, where issuable under applicable law, for the Corporation and each of the Material Subsidiaries, each dated within one (1) Business Day prior to the Closing Date.
(5) Officers’ Certificate . The Underwriters receiving a certificate dated the Closing Date and signed by two senior officers of the Corporation as may be acceptable to the Underwriters, acting reasonably, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to:
(a) the constating documents of the Corporation;
(b) the resolutions of the directors of the Corporation relevant to the Offering Documents, the issuance and sale of the Offered Securities, the grant of the Over-Allotment Option, the issuance and sale of the Compensation Securities and the authorization of the Transaction Documents and the transactions contemplated herein and therein; and
(c) the incumbency and signatures of signing officers for the Corporation.
(6) Officers’ Bring Down Certificate . The Underwriters receiving a certificate dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer or such other senior officer(s) of the Corporation as may be acceptable to the Underwriters, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries, that:
(a) the representations and warranties of the Corporation contained in this Agreement, and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct in all material respects as of the Closing Time as if such representations and warranties were made as at the Closing Time, after giving effect to the transactions contemplated hereby;
(b) the Corporation has complied in all material respects with all the covenants and satisfied in all material respects all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time;
(c) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or prohibiting the sale of the Offered Securities or any other securities of the Corporation (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;
(d) since the respective dates as of which information is given in the Final Prospectus (i) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Corporation on a consolidated basis, and (ii) no transaction has been entered into by the Corporation or either of the Subsidiaries which is material to the Corporation on a consolidated basis, other than as disclosed in the Final Prospectus or the Supplementary Material, as the case may be; and
(e) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Final Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus misleading

or untrue in any material respect or which would result in a misrepresentation in the Final Prospectus or which would result in the Final Prospectus not complying with applicable Canadian Securities Laws.

(7) Auditor Bring Down Letter . The Underwriters receiving the Auditors’ “bring down” comfort letter dated the Closing Date from the Auditors, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two (2) Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 4(2)(c) hereof.
(8) Lock Up Agreements . The Underwriters having received the executed lock up agreements from each of the directors, officers and certain shareholders (including their associates and affiliates), in a form satisfactory to the Underwriters as required pursuant to Section 8(3) of this Agreement.
(9) Issued and Outstanding Certificate . The Underwriters receiving a certificate from TSX Trust Company as to the number of Common Shares issued and outstanding as at the end of business on the date prior to the Closing Date.
(10) Consents and Approvals . The Corporation will have made and/or obtained all necessary filings, approvals, permits, consents and acceptances to or from, as the case may be, the board of directors, the Securities Regulators, the TSXV and any other applicable person required to be made or obtained by the Corporation in connection with the transactions contemplated by this Agreement, on terms which are acceptable to the Corporation and the Underwriters, acting reasonably, prior to the Closing Date, it being understood that the Underwriters will do all that is reasonably required to assist the Corporation to fulfil this condition.
(11) Stock Exchange Approval . Subject only to satisfaction by the Corporation of the Standard Listing Conditions, the Unit Shares, Warrants, Warrant Shares, Compensation Shares, Compensation Warrants and Compensation Warrant Shares will, at the opening of trading on the TSXV on the Closing Date be listed and posted for trading on the TSXV.
(12) Other Documents . The Underwriters having received such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall request any such certificate or document within a reasonable period prior to the Closing Time that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.
(13) No Exercise of Termination Rights . The Underwriters not having exercised any rights of termination set forth herein.

Section 11 Closing.

(1) Location of Closing. The Offering will be completed electronically, and concurrently at the offices of Gowling WLG (Canada) LLP and Cassels Brock & Blackwell LLP in Toronto, Ontario at the Closing Time.
(2) Securities. At the Closing Time, subject to the terms and conditions contained in this Agreement, the following shall occur: (a) the Lead Underwriter (on behalf of the Underwriters) shall pay the aggregate Offering Price for the Offered Units being issued and sold hereunder, net of the Commission and expenses of the Underwriters payable by the Corporation as set out in this Agreement, by wire transfer or certified cheque, (b) the Corporation shall deliver to the Underwriters in Toronto, Ontario, the Offered Units in electronic or certificated form, registered as directed by the

Underwriters in writing not less than 24 hours prior to the Closing Time, and (c) the Corporation shall register and issue the Compensation Options as directed by the Lead Underwriter.

Section 12 Closing of the Over-Allotment Option.

(1) Written Notice of Exercise . The Over-Allotment Option may be exercised for a period of 30 days from and including the Closing Date. The Lead Underwriter, on behalf of the Underwriters, shall provide written notice to the Corporation of their election to exercise the Over-Allotment Option, which notice will set forth: (i) the class and aggregate number of Over-Allotment Securities to be purchased; and (ii) the closing date for the purchase of the Over-Allotment Securities, provided that such closing date shall not be less than three (3) Business Days and no more than seven (7) Business Days following the date of such notice, and in any event not later than the 30th day following the Closing Date.
(2) Closing. The purchase and sale of the Over-Allotment Securities, if required, shall be completed at such time and place as the Underwriters and the Corporation may agree, and in accordance with Section 12(1) above.
(3) Securities. At the closing of the Over-Allotment Option, subject to the terms and conditions contained in this Agreement, the Corporation shall deliver to the Underwriters the Over-Allotment Securities in electronic or certificated form, registered as directed by the Underwriters, against payment to the Corporation by the Underwriters of the aggregate offering price for the OverAllotment Securities being issued and sold by wire transfer or certified cheque, net of the Commission and any expenses of the Underwriters payable by the Corporation as set out in this Agreement.
(4) Deliveries . The applicable terms, conditions and provisions of this Agreement (including the provisions of Section 10 relating to closing deliveries) shall apply mutatis mutandis to the Closing of the issuance of any Over-Allotment Securities pursuant to any exercise of the Over-Allotment Option.
(5) Adjustments . In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the Offering Price and to the number of Over-Allotment Securities issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Section 13 Indemnification and Contribution.

(1) The Corporation and its subsidiaries and their respective affiliated companies, as the case may be (collectively, the “ Indemnitor ”) jointly and severally agree to indemnify and hold harmless each of the Underwriters and each of their subsidiaries and affiliates, and each of their respective directors, officers, employees, partners, shareholders, agents, each other person, if any, controlling the Underwriters or any of their respective subsidiaries or affiliates (collectively, the “ Indemnified Parties ” and each, an “ Indemnified Party ”), to the full extent lawful, from and against all expenses, fees, losses (other than loss of profits), claims, actions (including shareholder actions, derivative actions or otherwise), damages (other than consequential damages), obligations and liabilities, joint

or several, of any nature (including without limitation the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their respective counsel and other expenses) (collectively, “ Losses ”) that are incurred in investigating, advising with respect to, defending and/or settling any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party (collectively, the “ Claims ”) or to which an Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as the Claims arise out of or are based upon, directly or indirectly, the performance of professional services rendered to the Corporation by the Indemnified Parties hereunder or otherwise in connection with the matters referred to in this Agreement, together with any Losses that are incurred in enforcing this indemnity. This indemnity shall not be available to an Indemnified Party in respect of Losses incurred where a court of competent jurisdiction in a final judgment that has become non-appealable determines that such Losses resulted solely from the fraud, gross negligence or willful misconduct of the Indemnified Party in the course of the performance of professional services rendered to the Corporation by the Indemnified Parties hereunder.

(2) If for any reason (other than a determination as to any of the events referred to immediately above) this indemnity is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless in respect of any Claim, the Indemnitor shall contribute to the Losses paid or payable by such Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Indemnified Party on the other hand but also the relative fault of the Indemnitor and the Indemnified Party as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the Losses paid or payable by an Indemnified Party as a result of such Claim, the amount (if any) equal to (i) such amount paid or payable, minus (ii) the amount of the Commission received by the Indemnified Party, if any, pursuant to this Agreement. In the event that the Indemnitor may be entitled to contribution from the Indemnified Parties under the provisions of any statute or law, the Indemnitor shall be limited to contribution in any amount not exceeding the lesser of the portion of the Losses giving rise to such contribution for which the Underwriters are responsible and the amount of the Commission received by the Underwriters.
(3) The Indemnitor agrees that in case any legal proceeding shall be brought against, or an investigation is commenced in respect of, the Indemnitor and/or an Indemnified Party and an Indemnified Party or its personnel are 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 Corporation by the Indemnified Parties hereunder, the Indemnified Party shall have the right to employ its 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 for time spent by its personnel in connection therewith at their normal per diem rates together with such disbursements and out-ofpocket expenses incurred by the personnel of the Indemnified Party in connection therewith) shall be paid by the Indemnitor as they occur.
(4) The Underwriters will notify the Indemnitor promptly in writing after receiving notice of any Claim against the Underwriters or any other Indemnified Party or 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 Indemnitor hereunder, stating the particulars thereof, will provide copies of all relevant documentation to the Indemnitor and, unless the Indemnitor assumes the defence thereof, will keep the Indemnitor advised of the progress thereof and will discuss all significant actions proposed. The omission to so notify the Indemnitor shall not relieve the

Indemnitor of any liability which the Indemnitor may have to an 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 Claim or results in any material increase in the liability under this indemnity which the Indemnitor would otherwise have incurred had the Underwriters not so delayed in giving, or failed to give, the notice required hereunder.

(5) The Indemnitor shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence or settlement of any Claim within 14 days after receipt of notice of a Claim, through counsel of their own choosing and at their own expense. If the Indemnitor assumes the defence or settlement of the Claim, the relevant Indemnified Party shall have the right to participate in the settlement or defence of the Claim. Upon the Indemnitor notifying the Underwriters in writing of its election to assume the defence and retaining counsel, the Indemnitor shall not be liable to an Indemnified Party for any legal expenses subsequently incurred by it in connection with such defence. If such defence is not assumed by the Indemnitor, the Indemnified Parties, throughout the course thereof, shall provide copies of all relevant documentation to the Indemnitor, shall keep the Indemnitor advised of the progress thereof and shall discuss with the Indemnitor all significant actions proposed. If such defence is assumed by the Indemnitor, the Indemnitor throughout the course thereof will provide copies of all relevant documentation to the Underwriters, will keep the Underwriters advised of the progress thereof and will discuss with the Underwriters all significant actions proposed.
(6) Notwithstanding the foregoing paragraph, any Indemnified Party shall have the right, at the Indemnitor’s expense, to separately retain counsel of such Indemnified Party’s choice, in respect of the defence of any Claim if: (i) the employment of such counsel has been authorized by the Indemnitor; (ii) the Indemnitor has not assumed the defence and employed counsel therefor promptly after receiving notice of the Claim and in any event within 14 days; or (iii) counsel retained by the Indemnitor or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate for any reason, including for the reason that there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnitor or that there is a conflict of interest between the Indemnitor and the Indemnified Party or the subject matter of the Claim may not fall within the indemnity set forth herein (in any of which events the Indemnitor shall not have the right to assume or direct the defence on such Indemnified Party’s behalf), provided that the Indemnitor shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties.
(7) No admission of liability and no settlement, compromise, consent to the entry of any judgment or termination of any Claim shall be made by the Indemnitor without the prior written consent of the Indemnified Parties affected and unless the Indemnitor has acknowledged in writing that the Indemnified Parties are entitled to be indemnified in respect of such Claim and such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such Claim without any admission of negligence, misconduct, liability or responsibility by or on behalf of any Indemnified Party.
(8) The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights an Indemnified Party may have at common law or otherwise.
(9) The Indemnitor agrees to waive any right the Indemnitor may have of first requiring the Indemnified Party to proceed against or enforce any right, power, remedy, security or claim payment from any other Person before claiming under this indemnity. The Indemnitor also agrees that no Indemnified

Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Indemnitor or any person asserting Claims on behalf of or in right of the Indemnitor for or in connection with the performance of professional services rendered hereunder or otherwise in connection with the matters referred to in this Agreement,

(10) The Indemnitor hereby acknowledges that the Underwriters are acting as trustees for each of the other Indemnified Parties of the Indemnitor’s covenants under this indemnity and the Underwriters agree to accept such trust and to hold and enforce such covenants on behalf of such Persons.
(11) The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties who are not signatories hereto and shall be binding upon and enure to the benefit of any successors, permitted assigns, heirs and personal representatives of the Indemnitor and the Indemnified Parties. The foregoing provisions shall survive any termination of this Agreement or the completion of the performance of professional services rendered to the Corporation by the Indemnified Parties hereunder.

Section 14 Compensation of the Underwriters.

In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Corporation shall pay to the Underwriters, at the Closing Time, a cash fee (the “ Commission ”) equal to 6.0% of the aggregate gross proceeds of the Offering (including for certainty on any exercise of the OverAllotment Option). The Corporation shall also issue to the Underwriters that number of compensation options (the “ Compensation Options ”) equal to 6.0% of the aggregate number of Offered Units sold pursuant to the Offering (including for certainty on any exercise of the Over-Allotment Option). Each Compensation Option will entitle the holder thereof to acquire one unit of the Corporation at the Offering Price for a period of 24 months following the Closing Date, with each unit comprised of one Common Share (each, a “ Compensation Share ”) and one Warrant (each, a “ Compensation Warrant ”). Each Compensation Warrant shall entitle the holder thereof to acquire one Common Share (a “ Compensation Warrant Share ”) at an exercise price of $0.75 until the Expiry Date. The obligation of the Corporation to pay the Commission and to execute and deliver the Compensation Option Certificates shall arise at the Closing Time. If for any reason, the Compensation Options are unavailable or unable to be issued on the terms described herein, the Corporation will pay to the Underwriters such other compensation of comparable value as may be agreed with the Underwriters, each acting reasonably.

The Underwriters acknowledge that none of the Compensation Securities have been registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Compensation Securities, each of the Underwriters represents, warrants and covenants that (i) it is acquiring the Compensation Securities as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Compensation Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) this Agreement was executed and delivered outside the United States. The Underwriters acknowledge and agree that the Compensation Options and Compensation Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to registration under the U.S. Securities Act or the securities laws of any state of the United States. The Underwriters agree that they will not engage in any Directed Selling Efforts with respect to any Compensation Securities and will not offer or sell any Compensation Securities in the United States unless in compliance with an exemption or an exclusion from the registration requirements of the U.S. Securities Act and any applicable state securities laws.

Section 15 Expenses.

Whether or not the issue and sale of the Offered Units shall be completed, all costs and expenses of or incidental to the sale and delivery of the Offered Units and of or incidental to all matters in connection with the transactions herein shall be borne by the Corporation, including, without limitation, all expenses of or incidental to the issue, sale or distribution of the Offered Units, the fees and expenses of the Corporation’s counsel, Auditors and independent experts, all costs incurred in connection with the preparation of documents relating to the Offering, and the reasonable expenses and fees incurred by the Underwriters which includes but is not limited to out-of-pocket and travel expenses in connection with due diligence and marketing meetings of the Underwriters and the reasonable fees and disbursements of the Underwriters’ Canadian and Colombian legal counsel and applicable taxes thereon (to a maximum of $125,000 for Canadian legal counsel exclusive of disbursements and taxes). The Underwriters’ expenses will be netted out of the gross proceeds of the Offering.

Section 16 All Terms to be Conditions.

The Corporation 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 Corporation and each of the Corporation and the Underwriters will use its respective commercially reasonable efforts to cause all such conditions to be complied with. 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 breach or noncompliance, provided that to be binding on the Underwriters any such waiver or extension must be in writing.

Section 17 Termination by Underwriters in Certain Events.

(1) Each Underwriter shall also be entitled to terminate by written notice to that effect given to the Corporation at or prior to the Closing Time if:
(a) Material Change Out - there shall occur or come into effect any material change (which for the avoidance of doubt includes any change to the board of directors or executive management of the Corporation, including the departure of the Corporation’s CEO, CFO, COO or President, or persons in equivalent positions) or any change in a material fact or new material fact shall arise, or there should be discovered any previously undisclosed material fact required to be disclosed in the Preliminary Prospectus, the Final Prospectus or any amendment thereto, in each case, that has or would be expected to have, in the sole opinion of the Underwriters (or any one of them), in each case acting reasonably, a significant adverse effect on the business or affairs of the Corporation and its subsidiaries (taken as a whole) or on the market price or value of the securities of the Corporation;
(b) Disaster Out – (i) there should develop, occur or come into effect or existence any event, action, state or condition (including without limitation, terrorism or accident) or any law or regulation, inquiry or major financial, political or economic occurrence of national or international consequence, any declared pandemic of a serious contagious disease (including the COVID-19 pandemic, to the extent that there is any material adverse development related thereto after November 9, 2020, or similar event or the escalation thereof), which in the reasonable opinion of the Underwriters (or any one of them), seriously adversely affects or involves or may seriously adversely affect or involve the financial markets in Canada or

  - the United States or the business, operations or affairs of the Corporation and its subsidiaries (taken as a whole) or the marketability of the Offered Securities; (ii) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened in relation to the Corporation or any one of the officers or directors of the Corporation or any of its principal shareholders where wrong-doing is alleged or any order is made or issued under or pursuant to any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including without limitation the TSXV or any securities regulatory authority) which involve a finding of wrong-doing; or (iii) any order, action, investigation or other proceeding which cease trades or otherwise operates to prevent or restrict the trading of the Common Shares or any other securities of the Corporation is made, announced or threatened by a securities regulatory authority;

(c) Breach Out - the Corporation is in breach of any material term, condition or covenant of this Agreement or any representation or warranty given by the Corporation in this Agreement becomes or is false in any material respect; or
(2) If this Agreement is terminated by any of the Underwriters pursuant to Section 17(1), there shall be no further liability on the part of such Underwriter or of the Corporation to such Underwriter, except in respect of any liability which may have arisen or may thereafter arise under Section 13 and Section 15.
(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 Corporation in respect of any of the matters contemplated by this Agreement. A notice of termination given by one Underwriter under this Section 17 shall not be binding upon the other Underwriters.

Section 18 Obligation of the Underwriters to be Several.

(1) Subject to the terms and conditions hereof, the obligation of the Underwriters to purchase the Offered Units shall be several and neither joint nor joint and several. The percentage of the Offered Units to be severally purchased and paid for by each of the Underwriters shall be as follows:

Canaccord Genuity Corp.	70%
ATB Capital Markets Inc.	20%
Leede Jones Gable Inc.	10%

(2) If an Underwriter shall not complete the purchase and sale of its applicable percentage of the aggregate amount of the Offered Units at the Closing Time for any reason whatsoever, including by reason of Section 17 hereof, the other Underwriters shall have the right, but shall not be obligated, to purchase the Offered Units which would otherwise have been purchased by the Underwriter which fails to purchase. If, with respect to such Offered Units, the non-defaulting Underwriters elect not to exercise such rights to assume the entire obligation of the defaulting Underwriter, then the Corporation shall have the right to either (i) proceed with the sale of the Offered Units (less the defaulted Offered Units) to the non-defaulting Underwriters; or (ii) terminate its obligations hereunder without liability except pursuant to the provisions of Section 13 and Section 15 in respect of the non-defaulting Underwriters.

(3) Subject to compliance with Canadian Securities Laws, without affecting the firm obligation of the Underwriters to purchase from the Corporation 28,000,000 Offered Units at the Offering Price in accordance with this Agreement, after the Underwriters have made reasonable efforts to sell all of the Offered Units at the Offering Price, the Offering Price may be decreased by the Underwriters and further changed from time to time to an amount not greater than the Offering Price specified herein. Such decrease in the Offering Price will not affect the Underwriters’ Commission ($0.027 per Offered Unit) to be paid by the Corporation to the Underwriters, and it will not decrease the amount of the net proceeds of the Offering to be paid by the Underwriters to the Corporation ($0.423 per Offered Unit), before deducting expenses of the Offering. The Underwriters will inform the Corporation if the Offering Price is decreased.

Section 19 Notices.

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered,

(a) in the case of the Corporation, to:

Khiron Life Sciences Corp. Suite 2300 – 550 Burrard Street Vancouver, British Columbia, V6C 2B5

Attention: Alvaro Torres, Chief Executive Officer & Director Email: [email protected]

with a copy to (which will not constitute delivery):

Gowling WLG (Canada) LLP

1 First Canadian Place Suite 1600 – 100 King Street West Toronto, Ontario M5X 1G5 Attention: Peter Simeon Email: [email protected]

(b) in the case of the Underwriters, to the Lead Underwriter (on behalf of the Underwriters) at:

Canaccord Genuity Corp. 161 Bay Street, Suite 3100 P.O. Box 516 Toronto, Ontario M5J 2S1

Attention: Malcolm Inglis Email: [email protected]

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

Attention: Nancy Choi Email: [email protected]

or to such other address as any of the parties may designate by notice given to the others.

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

Section 20 Miscellaneous.

(1) Actions of Underwriters . Except with respect to Section 13, Section 17 and Section 18, all transactions and notices on behalf of the Underwriters hereunder or contemplated hereby may be carried out or given on behalf of the Underwriters by the Lead Underwriter, as the case may be, and the Underwriters shall in good faith discuss with each other the nature of any such transactions and notices prior to giving effect thereto or the delivery thereof, as the case may be.
(2) Successors and Assigns . This Agreement shall enure to the benefit of, and shall be binding upon, the Underwriters and the Corporation and their respective successors and legal representatives, and except as may be provided herein, shall not be assignable by any party without the written consent of the others. Notwithstanding the foregoing, the Corporation acknowledges that the Lead Underwriter shall, in its sole discretion and without notice to or consent of the Corporation, be entitled to assign its underwriting commitment under this Agreement to any affiliate or subsidiary of Canaccord Genuity Group Inc.
(3) Governing Law . This Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
(4) Time of the Essence . Time shall be of the essence hereof and, following any waiver or indulgence by any party, time shall again be of the essence hereof.
(5) Interpretation . The words, “hereunder”, “hereof” and similar phrases mean and refer to the Agreement.
(6) Survival . All representations, warranties, covenants and agreements of the Corporation and/or the Underwriters herein contained or contained in documents submitted pursuant to this Agreement and in connection with the transaction of purchase and sale herein contemplated shall survive for a period ending on the date that is three years following the Closing Date. Notwithstanding the preceding sentence, Section 13 shall survive the purchase and sale of the Offered Units and the termination of this Agreement and shall continue in full force and effect for the benefit of the Underwriters or the Corporation, as the case may be, regardless of any subsequent disposition of the Offered Units or any investigation by or on behalf of the Underwriters with respect thereto without limitation other than any limitation requirements of applicable law. The Underwriters and the Corporation shall be entitled to rely on the representations and warranties of the Corporation or the Underwriters, as the case may be, contained herein or delivered pursuant hereto notwithstanding any investigation which the Underwriters or the Corporation may undertake or which may be undertaken on their behalf.

(7) Electronic Copies . Each of the parties hereto shall be entitled to rely on delivery of a facsimile or PDF copy of this Agreement and acceptance by each such party of any such facsimile or PDF copy shall be legally effective to create a valid and binding agreement between the parties hereto in accordance with the terms hereof.
(8) Severability. If one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.
(9) Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
(10) Several and Not Joint . In performing their respective obligations under this Agreement, the Underwriters shall be acting severally and not jointly and severally. Nothing in this Agreement is intended to create any relationship in the nature of a partnership, or joint venture between the Underwriters.
(11) Market Stabilization Activities . In connection with the distribution of the Offered Units, the Underwriters (or any of them) may effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market, but in each case as permitted by Canadian Securities Laws. Such stabilizing transactions, if any, may be discontinued by the Underwriters at any time.
(12) No Fiduciary Duty . The Corporation acknowledges that in connection with the Offering, each of the Underwriters: (i) have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Corporation or any other person, (ii) owe the Corporation only those duties and obligations set forth in this Agreement, and (iii) may have interests that differ from those of the Corporation. The Corporation waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the Offering.
(13) Other Business . The Corporation acknowledges that each Underwriter and certain of its affiliates: (i) act as an investment fund manager and a trader of, and dealer in, securities both as principal and on behalf of its clients (including managed accounts and investment funds) and, as such, may in the future have, long or short positions in the securities of the Corporation or related entities and, from time to time, may have executed or may execute transactions on behalf of such Persons; (ii) may provide research or investment advice or portfolio management services to clients on investment matters, including the Corporation; (iii) may participate in securities transactions on a proprietary basis, including transactions in the Offering or other securities of the Corporation or related entities; and (iv) nothing herein shall restrict their ability to conduct business in the ordinary course and in compliance with applicable laws.
(14) TMX Group. Each Underwriter confirms that neither it nor an affiliate thereof, owns or controls an equity interest in TMX Group Limited (“ TMX Group ”) or has a nominee director serving on the TMX Group’s board of directors, and as such is not considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the TSX, the TSXV and the Alpha Exchange. No person or company is required to obtain products or services

from TMX Group or its affiliates as a condition of any such dealer supplying or continuing to supply a product or service.

(15) Entire Agreement . This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings in respect of the Offering, including the engagement letter dated November 9, 2020, as amended. This Agreement may be amended or modified in any respect by written instrument only.
(16) Further Assurances . Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

If this Agreement accurately reflects the terms of the transactions which we are to enter into and are agreed to by you, please communicate your acceptance by executing the enclosed copies of this Agreement where indicated and returning them to us.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

Yours very truly,

CANACCORD GENUITY CORP.

By: “ Malcolm Inglis ” Name: Malcolm Inglis Title: Director, Investment Banking

ATB CAPITAL MARKETS INC.

By: “ Adam Carlson ” Name: Adam Carlson Title: Managing Director, Investment Banking

LEEDE JONES GABLE INC. By: “ Jim Dale ” Name: Jim Dale Title: Chief Executive Officer

The foregoing is hereby accepted and agreed to by the undersigned as of the date first written above.

By: “ Alvaro Torres ”

Alvaro Torres

Chief Executive Officer

Execution Version

SCHEDULE "A" SUBSIDIARIES

This is Schedule “A” to the underwriting agreement dated as of November 13, 2020 between Khiron Life Sciences Corp. and Canaccord Genuity Corp., ATB Capital Markets Inc. and Leede Jones Gable Inc.

Name of Subsidiary	Jurisdiction	Authorized and Issued Capital	Ownership Information
Khiron Life Sciences Corp. (“Khiron CBCA”)	Canada	Unlimited common shares authorized 46,145,823 common shares issued and outstanding	100% owned directly by the Corporation
Khiron Colombia S.A.S (“Khiron Colombia”)	Colombia	10,000,000 shares authorized 8,303,608 shares issued and outstanding	100% owned indirectly through Khiron CBCA
ILANS S.A.S. (formerly Jemarz S.A.S.)	Colombia	1,200,000 shares authorized 678,462 shares issued and outstanding	78% owned directly by the Corporation and 22% owned by Khiron Colombia
NettaGrowth International Inc. (“NettaGrowth”)	British Columbia	Unlimited common shares shares authorized 100,000 shares issued and outstanding	100% owned directly by the Corporation
K Life Sciences Uruguay S.A. (formerly Dormul S.A.) (“Dormul”)	Uruguay	80,000,000 authorized shares 20,000 issued shares Each share with a nominal value of one Peso Uruguayo	100% owned indirectly by NettaGrowth
Prosel S.A.	Uruguay	80,000,000 authorized shares 20,000 issued shares Each share with a nominal value of one Peso Uruguayo	100% owned indirectly by Dormul
Khiron Life Sciences Spain S.L.	Spain	3,000 shares, with a nominal value of one Euro each	100% owned directly by the Corporation
Khiron Life Sciences UK Limited	England and Wales	100 shares of £1 each allocated	100% owned directly by the Corporation
Khiron Europe GmbH	Germany	25.000,00 EUR share capital	100% owned directly by the Corporation
Kuida Life Mexico S.A. de C.V.	Mexico	100 shares authorized	100% owned directly and indirectly through Khiron Colombia(1)
Khiron Peru S.A.	Peru	1,077,709 shares authorized	100% owned directly and indirectly through Khiron Colombia(1)
Khiron Chile SpA	Chile	274,000 shares authorized	100% owned directly by the Corporation
Khiron Life Sciences USA Inc.	Delaware	5,000 shares authorized 100 shares issued and outstanding	100% owned directly by the Corporation

(1) 1% of this entity is owned by NAS I.P.S, a wholly owned subsidiary of Khiron Colombia and an entity incorporated in Colombia.

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SCHEDULE "B"

DETAILS OF OUTSTANDING CONVERTIBLE SECURITIES AND RIGHTS TO ACQUIRE SECURITIES

This is Schedule “B” to the underwriting agreement dated as of November 13, 2020 between Khiron Life Sciences Corp. and Canaccord Genuity Corp., ATB Capital Markets Inc. and Leede Jones Gable Inc.

The Corporation had the following outstanding as at the close of business on November 12, 2020:

1. Stock Options

The Corporation has 5,134,167 stock options outstanding, each exercisable for one Common Share. The outstanding stock options are exercisable at prices between $1.00 and $3.25 per Common Share and expiring between April 19, 2021 and November 27, 2024.

2. Warrants

The Corporation has 1,381,449 Common Share purchase warrants outstanding, each exercisable for one Common Share. 786,600 of the outstanding Common Share purchase warrants are exercisable at a price of $2.20 per Common Share and expire on February 28, 2021. The remaining 594,849 Common Share purchase warrants are exercisable at a price of $2.90 per Common Share and expire on May 28, 2021.

3. Restricted Share Units

The Corporation has 7,090,000 restricted share units outstanding, vesting in one-thirds or quarterly from the date of grant, or based on performance-based criteria, and to be settled in Common Shares.

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SCHEDULE "C"

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

This is Schedule “C” to the underwriting agreement dated as of November 13, 2020 between Khiron Life Sciences Corp. and Canaccord Genuity Corp., ATB Capital Markets Inc. and Leede Jones Gable Inc.

Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Underwriting Agreement to which this Schedule “C” is annexed.

The following terms shall have the meanings indicated:

(a) “ Directed Selling Efforts ” means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “C”, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Units and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Offered Units;
(b) “ Foreign Private Issuer ” means a “foreign private issuer” as that term is defined in Rule 405 under the U.S. Securities Act. Without limiting the foregoing, but for greater clarity in this Schedule, it means any issuer which is: a corporation or other organization incorporated under the laws of any foreign country, 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 held 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 of the issuer 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 ” means “general solicitation” or “general advertising”, as those terms are used under Rule 502(c) of Regulation D. Without limiting the foregoing, but for greater clarity, general solicitation or general advertising includes, but is not limited to, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;
(d) “ Offshore Transaction ” means an “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;
(e) “ Qualified Institutional Buyer Letter ” means the qualified institutional buyer letter attached as an Exhibit I to the final U.S. Placement Memorandum;
(f) “ Regulation D ” means Regulation D adopted by the SEC under the U.S. Securities Act;

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(g) “ Regulation S ” means Regulation S adopted by the SEC under the U.S. Securities Act;
(h) “ SEC ” means the United States Securities and Exchange Commission;
(i) “ Substantial U.S. Market Interest ” means substantial U.S. market interest as that term is defined in Rule 902(j) of Regulation S;
(j) “ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, including the rules and regulations adopted by the SEC thereunder; and
(k) “ U.S. Purchaser ” means any purchaser of Offered Units that (a) receives or received an offer to acquire the Offered Units while in the United States, and (b) a person who was in the United States at the time such person's buy order was made or the Qualified Institutional Buyer Letter pursuant to which it is acquiring Offered Units was executed or delivered.

Representations, Warranties and Covenants of the Underwriters

The Underwriters acknowledge that the Offered Units have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Offered Units may not be offered or sold to U.S. Purchasers except in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Each Underwriter on behalf of itself and its U.S. Affiliate, if applicable, represents, warrants, covenants and agrees to and with the Corporation severally, but not jointly, that:

It has not offered or sold, and will not offer or sell, at any time any Offered Units except (a) in Offshore Transactions to persons who are not acting for the account or benefit of a U.S. Person in compliance with Rule 903 of Regulation S, or (b) in the case of the Underwriters and its U.S. Affiliate, to U.S. Purchasers as provided herein. Accordingly, none of the Underwriters, its affiliates (including in the U.S. Affiliate) or any person acting on any of their behalf, has made or will make (except as permitted herein): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Units in the United States (ii) any sale of Offered Units to any Purchaser unless, at the time the buy order was or will have been originated, the Purchaser was outside the United States and not acting to or for the account or benefit of a U.S. Person or a person in the United States or the Underwriter, its affiliates (including the U.S. Affiliate) or any person acting on any of their behalf, reasonably believed that such Purchaser was outside the United States and not acting to or for the account or benefit of a U.S. Person or a person in the United States, or (iii) any Directed Selling Efforts.
It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Units except with the U.S. Affiliate, any selling group members or with the prior written consent of the Corporation. The Underwriter shall require the U.S. Affiliate to agree, and each selling group member to agree, for the benefit of the Corporation, to comply with, and shall use its commercially reasonable efforts to ensure that the U.S. Affiliate and each selling group member complies with, the same provisions of this Schedule “C” as apply to the Underwriter as if such provisions applied to the U.S. Affiliate and such selling group member.
The Underwriter represents and warrants that all offers of Offered Units for sale by the Corporation that have been or will be made by it in the United States, have been or will be made through

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the U.S. Affiliate in compliance with all applicable U.S. federal and state broker-dealer requirements. The U.S. Affiliate is duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which such offers and sales were or will be made (unless exempted from the respective state’s broker-dealer registration requirements), and a member in good standing with the Financial Industry Regulatory Authority, Inc.

None of it, its affiliates (including the U.S. Affiliate), or any person acting on any of their behalf has utilized, and none of such persons will utilize, any form of General Solicitation or General Advertising in connection with the offer of the Offered Units by the Underwriters through the U.S. Affiliates for sale by the Corporation in the United States, or has offered or will offer any Offered Units in any manner involving a public offering in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act.
The Underwriter, through the U.S. Affiliate, has only offered and will offer the Offered Units to offerees in the United States, with respect to which it has a pre-existing relationship and has or had reasonable grounds to believe and does and did believe that, immediately prior to soliciting any such offeree and at the time of the completion of any sale to a U.S. Purchaser, each such offeree and each U.S. Purchaser of Offered Units was a Qualified Institutional Buyer, in compliance with available exemptions from the registration requirements of the U.S. Securities Act.
All offerees of the Offered Units in the United States, solicited by it shall be informed that the Offered Units have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and that the Offered Units are being offered and sold to such U.S. Purchasers in reliance on available exemptions from the registration requirements of the U.S. Securities Act, and similar exemptions under applicable state securities laws.
It agrees to deliver, through the U.S. Affiliate, if applicable, to each potential U.S. Purchaser to whom it offers to sell or from whom it solicits any offer to buy the Offered Units the U.S. Placement Memorandum, including the Preliminary Prospectus, Amended Preliminary Prospectus and/or the Final Prospectus, as applicable. No other written material will be used in connection with the offer or sale of the Offered Units to U.S. Purchasers.
Prior to completion of any sale of Offered Units to a U.S. Purchaser, each such U.S. Purchaser thereof that is purchasing Offered Units will be required to provide to the Underwriter, or the U.S. Affiliate offering the Offered Units for sale by the Corporation in the United States an executed copy of the Qualified Institutional Buyer Letter, and shall provide the Corporation with copies of all such completed and executed Qualified Institutional Buyer Letters for acceptance by the Corporation. Any sales of Offered Units to U.S. Purchasers made to Qualified Institutional Buyers will be made directly by the Corporation to such Qualified Institutional Buyers purchasing as Substituted Purchasers, and the Underwriter and its U.S. Affiliate, if applicable, shall act in the capacity as placement agent for such sales.
At least two Business Days prior to the Closing Date, it will provide the Corporation with a list of all U.S. Purchasers.
At the Closing, the Underwriter will, together with the U.S. Affiliate, provide a certificate, substantially in the form of Annex I to this Schedule “C”, relating to the manner of the offer and sale of the Offered Units to U.S. Purchasers, or will be deemed to have represented that they did not offer or sell Offered Units to U.S. Purchasers.

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None of it, any of its affiliates (including, the U.S. Affiliate) or any person acting on any of their behalf 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 Offered Units.

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, covenants and agrees as at the date hereof and as at the Closing Date that:

The Corporation is, and at the Closing Date will be, a Foreign Private Issuer with no Substantial U.S. Market Interest in its common shares.
The Corporation is not, and following the application of the proceeds from the sale of the Offered Units 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 offering of the Offered Units to U.S. Purchasers by the Underwriter through its U.S. Affiliate for sale by the Corporation is not prohibited pursuant to a court order issued pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder.
Except with respect to sales to Qualified Institutional Buyers solicited by the Underwriter in reliance upon available exemptions from registration the registration requirements under the U.S. Securities Act, none of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Underwriter, the U.S. Affiliate, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (a) any offer to sell, or any solicitation of an offer to buy, any Offered Units in the United States or (b) any sale of Offered Units unless, at the time the buy order was or will have been originated, (i) the Purchaser is outside the United States and not acting to or for the account or benefit of a U.S. Person or a person in the United States or (ii) the Corporation, its affiliates, and any person acting on any of their behalf reasonably believe that the Purchaser is outside the United States and not acting to or for the account or benefit of a U.S. Person or a person in the United States.
During the period in which Offered Units are offered for sale, none of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Underwriter, the U.S. Affiliate, their respective affiliates or any person acting on its or their behalf, in respect of which no representation, warranty, covenant or agreement is made) has engaged in or will engage in any Directed Selling Efforts or has taken or will take any action that would cause the exemption afforded by Rule 144A under the U.S. Securities Actor the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of Offered Units in accordance with the Underwriting Agreement, including this Schedule “C”.
None of the Corporation, its affiliates or any person acting on any of their behalf (other than the Underwriter, the U.S. Affiliate, their respective affiliates or any person acting on its or their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, Offered Units to U.S. Purchasers by means of any form of General Solicitation or General Advertising or has taken or will take any action that would constitute a public offering of the Offered Units in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act.

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None of the Corporation or any of its affiliates or any persons acting on any of their behalf (other than the Underwriter, the U.S. Affiliate, their respective affiliates, or any person acting on any of their behalf, in respect of which no representation, warranty, covenant or agreement is made) has offered or sold, or will offer or sell, (i) any of the Offered Units in the United States, except for offers and sales made by the Underwriter through the U.S. Affiliates in reliance on available exemptions from registration requirements of the U.S. Securities Act; or (ii) any of the Offered Units outside the United States, except for offers and sale made in Offshore Transactions in accordance with Rule 903 of Regulation S.
Since the date that is six months prior to start of the offering of the Offered Units, (i) it has not sold, offered for sale or solicited any offer to buy, and it will not sell, offer for sale or solicit any offer to buy, any of its securities in a manner that would be integrated with the offer and sale of the Securities and would cause any available exemption from the registration requirements of the U.S. Securities Act to become unavailable with respect to the offer and sale of the Offered Units, and (ii) neither it nor any person acting on its behalf has engaged or will engage in any General Solicitation or General Advertising in connection with any offer of the Offered Units by the Underwriters through the U.S. Affiliates for sale by the Corporation in the United States, or has offered or will offer any Offered Units in any manner involving a public offering un the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act.
None of the Corporation, any of its affiliates or any person acting on any of their behalf (other than the Underwriter, the U.S. Affiliate, their respective affiliates, or any person acting on of its or their behalf, in respect of which no representation, warranty, covenant or agreement 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 Offered Units.
The Offered Units are eligible for resale pursuant to Rule 144A(d)(3)(i).
So long as any Offered Units are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and if it is not exempt from reporting pursuant to Rule 12g32(b) under the U.S. Exchange Act nor subject to and in compliance with Section 13 or 15(d) of the U.S. Exchange Act, the Corporation shall furnish to any holder of the Offered Units and any prospective purchaser of the Offered Units designated by such holder, upon request of such holder, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act (so long as such requirement is necessary in order to permit holders of the Offered Units to effect resales under Rule 144A.

General

Each of the Underwriters (and their U.S. Affiliates) on the one hand and the Corporation on the other hand understand and acknowledge that the other parties hereto will rely on the truth and accuracy of the representations, warranties, covenants and agreements contained herein.

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ANNEX I TO SCHEDULE “C”

UNDERWRITER’S CERTIFICATE

In connection with the private placement in the United States of Offered Units of the Corporation pursuant to the Underwriting Agreement, the undersigned Underwriter and its U.S. Affiliate, do hereby certify as follows:

(a) the Offered Units have been offered and sold by us in the United States only by the U.S. Affiliate which was on the dates of such offers and sales, and is on the date hereof, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act, and under the securities laws of each state in which such offers and sales were made (unless exempted from the respective state’s broker-dealer registration requirements) and was and is a member in good standing with the Financial Industry Regulatory Authority, Inc.;
(b) immediately prior to transmitting the U.S. Placement Memorandum to offerees in the United States, we had reasonable grounds to believe and did believe that each such person was a Qualified Institutional Buyer, and we continue to believe that each U.S. Purchaser of Offered Units that we have arranged is a Qualified Institutional Buyer on the date hereof;
(c) all offers and sales of the Offered Units by us in the United States have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements;
(d) no form of General Solicitation or General Advertising was used by us in connection with the offer and sale of the Offered Units in the United States;
(e) prior to any sale of Offered Units in the United States, we caused each purchaser to complete and execute the Qualified Institutional Buyer Letter annexed to the final U.S. Placement Memorandum as Exhibit I;
(f) neither we, nor our affiliates or any person acting on any of our behalf have 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 Offered Units; and
(g) the offering of the Offered Units has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule “C” attached thereto.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement (including Schedule “C” attached thereto) unless defined herein.

DATED as of this __ day of ____, 2020.

[NAME OF UNDERWRITER] [NAME OF U.S. AFFILIATE]

By:

Authorized Signatory

By: