Common use of Representations, Warranties and Covenants of the Underwriters Clause in Contracts

Representations, Warranties and Covenants of the Underwriters. Each Underwriter represents and warrants to and covenants with the Company that: (a) It acknowledges that the Securities and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any United States state securities laws and the Securities may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable United States state securities laws. It has not offered or sold, and will not offer or sell, any Securities except in an Offshore Transaction in accordance with Rule 903 of Regulation S or in the United States to Qualified Institutional Buyers pursuant to Rule 144A or to a limited number of U.S. Institutional Accredited Investors pursuant to Rule 506(b) of Regulation D, which U.S. Institutional Accredited Investors will purchase Securities from the Company in accordance with this Underwriting Agreement. Accordingly, except with respect to offers and sales to Qualified Institutional Buyers in reliance upon Rule 144A and offers to a limited number of U.S. Institutional Accredited Investors with sales directly by the Company pursuant to Rule 506(b) of Regulation D, none of the Underwriter, its U.S. Affiliate, any of their affiliates or any persons acting on any of their behalf, has made or will make (i) any offer to sell or any solicitation of an offer to buy, any Securities to any person in the United States or any U.S. Person; (ii) any sale of Securities 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 a U.S Person or such Underwriter, U.S. Affiliate, affiliate or person acting on any of their behalf reasonably believed that such purchaser was outside the United States and not a U.S. Person. None of the Underwriter, any of their affiliates or any person acting on any of their behalf has engaged or will engage in any Directed Selling Efforts, or has taken or will take any action that would cause Rule 144A, Rule 506(b) of Regulation D or Rule 903 of Regulation S to be unavailable for offers and sales of the Securities pursuant to this Agreement; (b) It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Securities, except with its U.S. Affiliate, any Selling Firm or with the prior written consent of the Company; and (c) It shall require its U.S. Affiliate and each Selling Firm to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that its U.S. Affiliate and each Selling Firm complies with, the provisions of this Schedule “A” as if such provisions applied to such U.S. Affiliate and such Selling Firm;

Representations, Warranties and Covenants of the Underwriters. Each Underwriter represents and U.S. Affiliate jointly and not severally (but not jointly with any other Underwriter or its respective U.S. Affiliate), acknowledges, represents, warrants to and covenants with to the Company that: (a) It acknowledges that the Securities and the Warrant Shares have not been and will not be registered under the U.S. Securities 1933 Act or any United States U.S. state securities laws and the Securities may not be offered and sold only in transactions exempt from or sold to, or for the account or benefit of, persons in the United States or U.S. Persons, except pursuant not subject to an exemption from the registration requirements of the U.S. Securities 1933 Act and any applicable United States state securities laws. It has not offered or and sold, and will not offer or and sell, any Securities Shares except in an Offshore Transaction in accordance with Rule 903 of Regulation S or in the United States to persons it reasonably believes to be Qualified Institutional Buyers pursuant to as defined in Rule 144A or to a limited number of U.S. Institutional Accredited Investors pursuant to Rule 506(b) of Regulation D, which U.S. Institutional Accredited Investors will purchase Securities from under the Company in accordance with this Underwriting Agreement. Accordingly, except with respect to offers and sales to Qualified Institutional Buyers in reliance upon Rule 144A and offers to a limited number of U.S. Institutional Accredited Investors with sales directly by the Company pursuant to Rule 506(b) of Regulation D, none of the Underwriter, its U.S. Affiliate, any of their affiliates or any persons acting on any of their behalf, has made or will make (i) any offer to sell or any solicitation of an offer to buy, any Securities to any person in the United States or any U.S. Person; (ii) any sale of Securities 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 a U.S Person or such Underwriter, U.S. Affiliate, affiliate or person acting on any of their behalf reasonably believed that such purchaser was outside the United States and not a U.S. Person. None of the Underwriter, any of their affiliates or any person acting on any of their behalf has engaged or will engage in any Directed Selling Efforts, or has taken or will take any action that would cause Rule 144A, Rule 506(b) of Regulation D or Rule 903 of Regulation S to be unavailable for offers and sales of the Securities pursuant to this Agreement1933 Act; (b) It it and its affiliates, including its U.S. Affiliate, have not, either directly or through a person acting on its or their behalf, solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Shares in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the 1933 Act; (c) it has not entered and will not enter into any contractual arrangement with respect to the offer and sale distribution of the SecuritiesShares, except with its U.S. Affiliate, any Selling Firm selling group members or with the prior written consent of the Company; and; (cd) It it shall require its U.S. Affiliate and each Selling Firm selling group member to agree, for the benefit of the Company, to comply with, and shall use its best commercially reasonable efforts to ensure that its U.S. Affiliate and each Selling Firm selling group member complies with, the provisions of this Schedule “A” A applicable to the Underwriter as if such provisions applied to such selling group member; (e) all offers and sales of Shares in the United States shall be made by the Underwriter through its U.S. Affiliate (which on the dates of such offers and sales was and will be duly registered as a broker-dealer under the U.S. Exchange Act and under all applicable state securities laws and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.) or otherwise pursuant to Rule 15a-6 under the U.S. Exchange Act in accordance with all applicable broker-dealer laws and in compliance with this Schedule A; (f) each U.S. Affiliate selling the Shares in the United States is a Qualified Institutional Buyer; (g) it will solicit (and will cause its U.S. Affiliate to solicit, as applicable) offers for the Shares in the United States only from, and will offer the Shares only to persons whom it reasonably believes to be Qualified Institutional Buyers in accordance with Rule 144A; (h) it will inform (and will cause its U.S. Affiliate to inform, as applicable) all purchasers of the Shares in the United States or who were offered Shares in the United States that the Shares have not been and will not be registered under the 1933 Act and are being offered and sold to such Selling Firm;purchasers without registration in reliance on the exemption from the registration requirements of the 1933 Act provided by Rule 144A (or any other U.S. private resale exemption thereunder being relied upon in connection with offers and sales of the Shares to such purchasers); and (i) prior to the Closing Time, it will deliver signed copies of the U.S. Investor Letter, in substantially the same form appended to the U.S. Offering Documents, from all persons in the United States to which it has sold Shares.

Representations, Warranties and Covenants of the Underwriters. Each Underwriter represents Underwriter, on behalf of itself and its U.S. Affiliate, if any, represents, warrants to and covenants with to the Company Corporation that: (a1) It acknowledges that the Securities Subscription Receipts and the Warrant Shares Units underlying the Subscription Receipts have not been and will not be registered under the U.S. Securities Act or any United States state securities laws laws, and that the Securities Subscription Receipts may not only be offered or sold to, or for the account or benefit of, persons in (i) within the United States or U.S. Persons, except pursuant to an Qualified Institutional Buyers in reliance upon the exemption from registration under the U.S. Securities Act provided by Rule 144A, or to U.S. Accredited Investors purchasing as Substituted Purchasers in reliance upon the exemption from registration requirements under the U.S. Securities Act provided by Rule 506(b) of Regulation D of the U.S. Securities Act and any applicable United States state securities laws. Act, or (ii) in an Offshore Transaction in accordance with Regulation S. (2) It has not offered or sold, and sold and will not only offer or sell, any Securities except and sell the Subscription Receipts in (i) an Offshore Transaction in accordance with Rule 903 of Regulation S S, or in (ii) within the United States to Qualified Institutional Buyers pursuant to Rule 144A or to a limited number of through its U.S. Institutional Accredited Investors pursuant to Rule 506(b) of Regulation D, which U.S. Institutional Accredited Investors will purchase Securities from the Company in accordance with this Underwriting Agreement. Accordingly, except with respect to offers and sales Affiliate to Qualified Institutional Buyers in reliance upon the exemption from registration under the U.S. Securities Act provided by Rule 144A and offers 144A, or to a limited number of U.S. Institutional Accredited Investors with sales directly purchasing as Substituted Purchasers in reliance upon the exemption from registration under the U.S. Securities Act provided by the Company pursuant to Rule 506(b) of Regulation D, none D of the UnderwriterU.S. Securities Act, its U.S. Affiliateand in each case, any of their affiliates or any persons acting on any of their behalfin compliance with applicable state securities laws, and such purchaser will be required to provide an executed subscription agreement in the form agreed to among the Corporation and the Underwriters. Accordingly, except as set forth herein, the Underwriter has not made or will not make (i) any offer to sell or any solicitation of an offer to buy, buy any Securities of the Subscription Receipts to any persons who are in the United States or U.S. Persons, or who are acting for the account or benefit of a person in the United States or any a U.S. Person; , or (ii) any sale of Securities the Subscription Receipts to any purchaser unlessperson unless (1) the offer to sell such securities was not made to such person in the United States, at the time the buy order was or will have been originated, the purchaser (2) such person was outside the United States and not a U.S Person at the time it placed the order to purchase such securities, or such the Underwriter, U.S. Affiliate, affiliate or its affiliates and any person acting on any of its or their behalf reasonably believed believe that at the time such purchaser person placed the order to purchase such securities such person was outside the United States and not a U.S. Person. None of the Underwriter, any of their affiliates or any person acting on any of their behalf has engaged or will engage in any Directed Selling Efforts, or has taken or will take any action that would cause Rule 144A, Rule 506(b) of Regulation D or Rule 903 of Regulation S to be unavailable for offers and sales of the Securities pursuant to this Agreement;States. (b3) It has not entered and will not enter into any contractual arrangement with respect to the offer and sale distribution of the SecuritiesSubscription Receipts, except with its U.S. Affiliate, any Selling Firm Group or with the prior written consent of the Company; and (c) Corporation. It shall require its U.S. Affiliate and each Selling Firm Group to agree, for the benefit of the CompanyCorporation, to comply with, and shall use its best efforts to ensure that its U.S. Affiliate and each Selling Firm Group complies with, the same provisions of this Schedule “A” as apply to such Underwriter as if such provisions applied to such U.S. Affiliate and Selling Group. (4) Neither such Underwriter nor its U.S. Affiliate, nor any persons acting on its or their behalf, has engaged or will engage in any Directed Selling Efforts. (5) All offers and sales of Subscription Receipts to persons who are in the United States or U.S. Persons, or who are acting for the account or benefit of a person in the United States or a U.S. Person, have been and shall be made through the Underwriter’s U.S. Affiliate in compliance with all applicable U.S. federal and state broker-dealer requirements. Such broker-dealer affiliate is and will be, on the date of each offer or sale of Subscription Receipts in the United States or to, or for the account or benefit of, U.S. Persons, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the laws of each state where such offers and sales are made (unless exempted from such state’s registration requirements) and a member in good standing with the Financial Industry Regulatory Authority, Inc. (6) Offers and sales of Subscription Receipts in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons, by the Underwriter or its U.S. Affiliate have not been and shall not be made by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. (7) All purchasers of the Subscription Receipts who are in the United States or U.S. Persons, or who are acting for the account or benefit of a person in the United States or a U.S. Person, or who were offered Subscription Receipts in the United States (“U.S. Purchasers”) shall be informed that the Subscription Receipts have not been and will not be registered under the U.S. Securities Act and are being sold to them in reliance on either Rule 144A or Rule 506(b) of Regulation D and in compliance with applicable state securities laws. (8) Prior to the completion of any sale of Subscription Receipts to a U.S. Purchaser each such purchaser thereof will be required to execute a Subscription Agreement, including any applicable Schedules thereto. (9) Any offer or sale of Subscription Receipts that has been made or will be made in the United States or to U.S. Persons, or to persons who are acting for the account or benefit of a person in the United States or a U.S. Person, was or will be made only (i) on behalf of the Underwriter, acting through its U.S. Affiliate, as principal, to Qualified Institutional Buyers in compliance with Rule 144A to which the Underwriter has a pre-existing relationship and who is acquiring the Subscription Receipts for its own account or for the account of a Qualified Institutional Buyer, with respect to which it exercises sole investment discretion, or (ii) to U.S. Accredited Investors with respect to which the Underwriter has a pre-existing relationship and has reasonable grounds to believe, and did believe are U.S. Accredited Investors purchasing as Substituted Purchasers and who is acquiring the Subscription Receipts for its own account or for the account of a U.S. Accredited Investor, with respect to which it exercises sole investment discretion, and at the time of each sale to such person in the United States, the Underwriter, acting through its U.S. Affiliate, will have reasonable grounds to believe and did believe that each purchaser purchasing Subscription Receipts is either a Qualified Institutional Buyer or a U.S. Accredited Investor purchasing as a Substituted Purchaser. Any sales of Subscription Receipts made to Substituted Purchasers in the United States will be made directly by the Corporation to U.S. Accredited Investors purchasing as Substituted Purchasers, and the Underwriter and its U.S. Affiliate shall act in the capacity as placement agent for such sales. (10) Prior to each Closing Time, it will provide the Corporation and its transfer agent with a list of all U.S. Purchasers purchasing the Subscription Receipts from its U.S. Affiliate, and indicate the state or other jurisdiction in which the Subscription Receipts were offered or sold to such U.S. Purchaser. (11) It and its U.S. Affiliate and any person acting on their behalf has not taken and will not take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with offers and sales of the Subscription Receipts. (12) It and its U.S. Affiliate acknowledge that until 40 days after the commencement of the Offering, an offer or sale of Subscription Receipts within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirements of the U.S. Securities Act. (13) At each Closing Time, the Underwriter, together with its U.S. Affiliate selling Subscription Receipts to U.S. Purchasers, will provide a certificate, substantially in the form of Exhibit A to this Schedule relating to the manner of the offer and sale of the Subscription Receipts to such U.S. Purchasers or will be deemed to have represented that none of it, its affiliates or any person acting on its or their behalf has offered or sold Subscription Receipts to U.S. Purchasers. (14) At each Closing Time, with respect to Subscription Receipts to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “Regulation D Securities”), the Underwriter represents that none of (i) the Underwriter or its U.S. Affiliate, (ii) the Underwriter or its U.S. Affiliate’s general partners or managing members, (iii) any of the Underwriter’s or its U.S. Affiliate’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Underwriter’s or its U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities, or (v) any other person associated with any of the above persons, including any Selling Group and any such persons related to such Selling Firm;Group, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1) under Regulation D (a “Disqualification Event”). (15) At each Closing Time, the Underwriter represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. (16) It will inform all offerees and purchasers of the Subscription Receipts in the United States or that are purchasing for the account or benefit of a U.S. Person or person in the United States that such securities have not been and will not be registered under the U.S. Securities Act or any states securities laws and are being sold only to selected Qualified Institutional Buyers and U.S. Accredited Investors without registration under the U.S. Securities Act in reliance on available exemptions and that such securities are “restricted securities” and may not be exercised, offered, sold, pledged or otherwise transferred except pursuant to a registration statement under United States federal and state securities laws or an available exemption from such registration requirements and in compliance with applicable legends set forth on such securities and the restrictions set forth in the documents and agreements governing such securities.

Representations, Warranties and Covenants of the Underwriters. Each Underwriter represents and warrants to and covenants with the Company that: (a) It acknowledges that the Securities and the Warrant Offered Shares have not been and will not be registered under the U.S. Securities Act or any United States applicable state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act. Accordingly, none of the Underwriter, its affiliates (including its U.S. Affiliate), or any person acting on its or their behalf, has made or will make any Directed Selling Efforts with respect to the Offered Shares or will (except for offers and sales made pursuant to paragraphs 3 through 7 below) make any offer to sell or solicitation of any offer to buy the Offered Shares to, or for the account or benefit of, persons in the United States or to U.S. Persons or make any sales of Offered Shares unless the Underwriter and any person acting on its behalf reasonably believes that at the time the order to purchase was made the purchaser was outside the United States and not a U.S. Person. Each Underwriter, severally but not jointly, represents and agrees to and with the Corporation that: 1. It has not offered and sold, and will not offer and sell, any Offered Shares (including any unsold allotment) except (a) in an "offshore transaction", as such term is defined in Regulation S, in accordance with Rule 903 of Regulation S to persons that are not, and are not purchasing for the account or benefit of, U.S. Persons or persons in the United States or (b) pursuant to an exemption from the registration requirements of the U.S. Securities Act, to, or for the account or benefit of, persons in the United States or U.S. Persons that are reasonably believed to be Institutional Accredited Investors, as provided in paragraphs 3 through 7 below. 2. It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Shares, except with its U.S. Affiliate, any members of the Selling Dealer Group or with the prior written consent of the Corporation. It shall require its U.S. Affiliate and each member of the Selling Dealer Group to agree, for the benefit of the Corporation, to comply with, and shall use commercially reasonable efforts to ensure that its U.S. Affiliate and each member of the Selling Dealer Group complies with, the same provisions of this Schedule (including, without limitation, those set forth in paragraph 8 below) as apply to such Underwriter as if such provisions applied to its U.S. Affiliate and such members of the Selling Dealer Group. 3. All offers and sales of Offered Shares in the United States shall be made through the Underwriter's U.S. Affiliate in compliance with all applicable U.S. federal and state broker-dealer requirements. 4. Offers of Offered Shares to, or for the account or benefit of, persons in the United States and U.S. Persons by the Underwriter through its U.S. Affiliate shall not be made by any form of "general solicitation" or "general advertising" (as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the U.S. Securities Act. 5. Offers to sell and solicitations of offers to buy the Offered Shares to, or for the account or benefit of, persons in the United States and U.S. Persons shall be made only to persons reasonably believed to be Institutional Accredited Investors. 6. All purchasers of the Offered Shares that are, or are purchasing for the account or benefit of, persons in the United States or U.S. Persons shall be informed that the Offered Shares have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such purchasers in reliance on a private placement exemption from the registration requirements of the U.S. Securities Act. 7. Each offeree that is, or is acting for the account or benefit of, a person in the United States or a U.S. Person has been or shall be provided by the Underwriter through its U.S. Affiliate, with one or both of the Preliminary U.S. Memorandum including the Preliminary Prospectus and the U.S. Memorandum including the Prospectus. Each purchaser that is, or is purchasing for the account or benefit of, a person in the United States or a U.S. Person will have received prior to the time of purchase of any Offered Shares the U.S. Memorandum including the Prospectus. The Underwriters shall cause each purchaser of Offered Shares in the United States and each purchaser of Offered Shares offered Offered Shares in the United States to execute, and shall deliver to the Corporation, a Purchase Agreement for U.S. purchasers in the form of Exhibit A to the U.S. Memorandum. 8. The Underwriters, the U.S. Affiliates and any persons acting on their behalf shall make offers and sales of the Offered Shares during the Distribution Compliance Period as follows: (a) only in accordance with the provisions of Rules 903 or 904 of Regulation S, pursuant to registration of the Offered Shares, or pursuant to an available exemption from the registration requirements of the U.S. Securities Act; (b) neither to, or for the account or benefit of, persons in the United States or U.S. Persons, only in accordance with an exemption from the registration requirements under the U.S. Securities Act and in compliance with any other requirements set forth under Regulation S; (c) all offering materials and documents (other than press releases) used in connection with offers and sales of the Offered Shares prior to the expiration of such Distribution Compliance Period shall include statements, to the effect that the Offered Shares have not been registered under the U.S. Securities Act and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons, except pursuant to an exemption from Persons (other than Distributors) unless the registration requirements of Offered Shares are registered under the U.S. Securities Act and or an exemption from such registration requirements is available, (A) on the cover or inside cover page of any applicable United States state securities laws. It has not offered prospectus or soldoffering circular used in connection with the offer or sale of the Offered Shares, (B) in the underwriting section of any prospectus or offering circular used in connection with the offer or sale of the Offered Shares, and will not offer (C) in any advertisement made or sellissued by the Corporation, the Underwriters, any Securities except in an Offshore Transaction in accordance with Rule 903 of Regulation S or in the United States to Qualified Institutional Buyers pursuant to Rule 144A or to a limited number of U.S. Institutional Accredited Investors pursuant to Rule 506(b) of Regulation Dother Distributor, which U.S. Institutional Accredited Investors will purchase Securities from the Company in accordance with this Underwriting Agreement. Accordingly, except with respect to offers and sales to Qualified Institutional Buyers in reliance upon Rule 144A and offers to a limited number of U.S. Institutional Accredited Investors with sales directly by the Company pursuant to Rule 506(b) of Regulation D, none of the Underwriter, its U.S. Affiliate, any of their affiliates or any persons acting on any of their behalf, has made or will make (i) any offer to sell or any solicitation of an offer to buy, any Securities to any person in the United States or any U.S. Person; (ii) any sale of Securities 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 a U.S Person or such Underwriter, U.S. Affiliate, affiliate or person acting on any of their behalf reasonably believed that such purchaser was outside the United States and not a U.S. Person. None of the Underwriter, any of their affiliates or any person acting on their behalf; and (d) if any sale of their behalf has engaged or will engage Offered Shares is made by them during such period to a Distributor, a dealer, as defined in any Directed Selling EffortsSection 2(a)(12) of the U.S. Securities Act, or has taken a person receiving a selling concession, fee or will take any action other remuneration in respect of the Offered Shares sold, they shall send a confirmation or other notice to the purchaser stating that would cause Rule 144A, Rule 506(b) of Regulation D or Rule 903 of Regulation S the purchaser is subject to be unavailable for the same restrictions on offers and sales that apply to Distributors. 9. At closing, each Underwriter, together with its U.S. Affiliate, will either (a) provide a certificate, substantially in the form of the Securities pursuant Exhibit A to this Agreement; (b) It has not entered and will not enter into any contractual arrangement with respect Schedule relating to the manner of the offer and sale of the SecuritiesOffered Shares to, except with its or for the account or benefit of, persons in the United States and U.S. AffiliatePersons, any Selling Firm or with (b) be deemed to have represented and warranted to the prior written consent Corporation, as of the Company; and (c) It shall require its U.S. Affiliate Closing Time or the Additional Closing Time, as applicable, that it did not and each Selling Firm to agreewill not offer or sell any of the Offered Shares to, or for the account or benefit of of, persons in the Company, to comply with, United States and shall use its best efforts to ensure that its U.S. Affiliate and each Selling Firm complies with, the provisions of this Schedule “A” as if such provisions applied to such U.S. Affiliate and such Selling Firm;Persons.

Representations, Warranties and Covenants of the Underwriters. Each of the Underwriters acknowledges that neither the Purchased Shares nor any Additional Common Shares have been registered under the U.S. Securities Act and may be offered and sold within the United States or to persons in the United States (other than persons excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or Rule 902(k)(2)(j) of Regulation S) only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and state securities laws of any state, territory or possession of the United States (“state securities laws”). Accordingly, each Underwriter represents and represents, warrants to and covenants with to the Company that: (a) It acknowledges that the Securities and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any United States state securities laws and the Securities may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable United States state securities laws. It has not offered or and sold, and will not offer or and sell, any Securities Purchased Shares or Additional Common Shares constituting part of its allotment, except (i) in an Offshore Transaction in accordance with Rule 903 of Regulation S S, or (ii) in the United States to Qualified Institutional Buyers pursuant to Rule 144A or to a limited number of U.S. Institutional Accredited Investors pursuant to Rule 506(bas provided in paragraphs (b) of Regulation D, which U.S. Institutional Accredited Investors will purchase Securities from the Company in accordance with this Underwriting Agreementthrough (m) below. Accordingly, except with respect to offers and sales to Qualified Institutional Buyers in reliance upon Rule 144A and offers to a limited number of U.S. Institutional Accredited Investors with sales directly by the Company pursuant to Rule 506(b) of Regulation D, none of the UnderwriterUnderwriters, its the U.S. AffiliateAffiliates, any of their affiliates or any persons acting on any of their behalf, has made or will make (i) any offer to sell or any solicitation of an offer to buy, any Securities to any person in the United States or any U.S. Person; (ii) any sale of Securities 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 a U.S Person or such Underwriter, U.S. Affiliate, affiliate or person acting on any of their behalf reasonably believed that such purchaser was outside the United States and not a U.S. Person. None of the Underwriter, any of their affiliates or any person acting on any of their behalf has engaged or will engage in any Directed Selling Efforts, Efforts with respect to the Purchased Shares or has taken or will take any action that would cause Rule 144A, Rule 506(b) of Regulation D or Rule 903 of Regulation S to be unavailable for offers and sales of the Securities pursuant to this Agreement;Additional Common Shares. (b) It has not entered into and will not enter into any contractual arrangement with respect to the offer and sale distribution of the SecuritiesPurchased Shares or Additional Common Shares, except with its affiliates or the U.S. Affiliate, any Selling Firm or with Affiliates without the prior written consent of the Company; and (c) . It shall require its each U.S. Affiliate and each Selling Firm other affiliate to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that its each U.S. Affiliate and each Selling Firm other affiliate complies with, the provisions of this Schedule “A” applicable to such Underwriter as if such provisions applied to such U.S. Affiliate or other affiliate, as applicable. (c) All offers and sales of Purchased Shares and Additional Common Shares in the United States shall be made through a U.S. Affiliate, which on the dates of all such Selling Firm;offers and subsequent sales was and will be duly registered as a broker-dealer under the U.S. Exchange Act and under all applicable state securities laws of the United States (except where exempted from the respective state’s broker-dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc., in compliance with all applicable U.S. broker-dealer requirements. Each U.S. Affiliate reselling Purchased Shares or Additional Common Shares to Qualified Institutional Buyers under Rule 144A and is and will be a Qualified Institutional Buyer on the date hereof and at the Closing Date and date of the Option Closing. (d) In connection with offers and sales of Purchased Shares and Additional Common Shares in the United States, none of it, its U.S. Affiliate, its other affiliates or any person acting on its or their behalf has engaged or will engage in (i) any form of General Solicitation or General Advertising, or

Representations, Warranties and Covenants of the Underwriters. Each Underwriter represents and U.S. Affiliate jointly and not severally (but not jointly with any other Underwriter or its respective U.S. Affiliate), acknowledges, represents, warrants to and covenants with to the Company that: (a) It acknowledges that the Offered Securities and the Warrant Shares have not been and will not be registered under the U.S. Securities 1933 Act or any United States state securities laws and the Offered Securities may not be offered and sold only in transactions exempt from or sold not subject to the registration requirements of the 1933 Act and applicable state securities laws. It has offered for sale the Offered Securities only as follows: (a) in Offshore Transactions in accordance with Rule 903 of Regulation S; or (b) offers of the Offered Securities to, or for the account or benefit of, persons in the United States or and U.S. PersonsPersons that are (i) Qualified Institutional Buyers, except pursuant to an exemption and (ii) Substituted Purchasers that are U.S. Accredited Investors purchasing in transactions that are exempt from the registration requirements of the U.S. Securities 1933 Act and any applicable United States state securities laws. It has not offered or sold, and will not offer or sell, any Securities except in an Offshore Transaction in accordance with Rule 903 of Regulation S or in the United States to Qualified Institutional Buyers pursuant to Rule 144A or to a limited number of U.S. Institutional Accredited Investors pursuant to and Rule 506(b) of Regulation D, which respectively, and similar exemptions under applicable U.S. Institutional Accredited Investors will purchase Securities from the Company state securities laws, as provided in accordance with this Underwriting Agreementparagraphs (b) through (*) below. Accordingly, except with respect to offers and sales to Qualified Institutional Buyers in reliance upon Rule 144A and offers to a limited number of U.S. Institutional Accredited Investors with sales directly by the Company pursuant to Rule 506(b) of Regulation D, none of the Underwriter, its U.S. Affiliate, any of their affiliates or any persons acting on behalf of any of their behalfthem, has made or will make (iexcept as permitted in paragraphs (b) any through (*) below) any: (x) offer to sell sell, or any solicitation of an offer to buy, any of the Offered Securities to to, or for the account or benefit of, any person in the United States or any U.S. Person; (iiy) any sale of the Offered Securities 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 a U.S Person U.S. Person, or such Underwriter, U.S. Affiliate, affiliate or person acting on any of their behalf reasonably believed that such purchaser was outside the United States and not a U.S. Person. None of the Underwriter, any of their affiliates ; or any person acting on any of their behalf has engaged or will engage in any (z) Directed Selling Efforts (b) the sale of the Offered Securities in the United States or to, or has taken for the account or benefit of, U.S. Persons will take any action that would cause be made only by the Underwriters or their respective U.S. Affiliates, acting as agents, (i) pursuant to Rule 144A144A to persons who are, or are reasonably believed by them to be, Qualified Institutional Buyers, or (ii) pursuant to Rule 506(b) of Regulation D or Rule 903 of Regulation S to be unavailable for offers Substituted Purchasers that are U.S. Accredited Investors, and sales in each case, in compliance with any applicable state securities laws of the Securities pursuant to this AgreementUnited States. Each Qualified Institutional Buyer shall have made the representations, warranties and agreements set forth in the QIB Certificate and each U.S. Accredited Investor shall have made the representations, warranties and agreement set forth in the U.S. Accredited Investor Certificate; (bc) each offeree of the Offered Securities in the United States, or that is purchasing for the account or benefit of a U.S. Person, shall be provided with a copy of either the Preliminary U.S. Offering Memorandum or the U.S. Offering Memorandum. Each purchaser of the Offered Securities in the United States, or that is purchasing for the account or benefit of a U.S. Person, shall be provided, prior to time of purchase of any of the Offered Securities with a copy of the U.S. Offering Memorandum; (d) the Offered Securities have not been and will not be registered under the 1933 Act or any U.S. state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the 1933 Act and applicable state securities laws. It has not offered and sold, and will not offer and sell, any of the Offered Securities except to persons it reasonably believes to be Qualified Institutional Buyers or U.S. Accredited Investors; (e) it and its affiliates, including its U.S. Affiliate, have not, either directly or through a person acting on its or their behalf, solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Offered Securities in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the 1933 Act; (f) it has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Securities, Offered Securities except with its U.S. Affiliate, any Selling Firm selling group members or with the prior written consent of the Company; and (c) . It shall require its U.S. Affiliate and each Selling Firm selling group member to agree, for the benefit of the Company, to comply with, and shall use its best commercially reasonable efforts to ensure that its U.S. Affiliate and each Selling Firm selling group member complies with, the provisions of this Schedule “A” applicable to the Underwriter as if such provisions applied directly to such its U.S. Affiliate and such Selling Firmselling group member; all offers and sales of the Offered Securities in the United States shall be made by the Underwriter through its U.S. Affiliate (which on the dates of such offers and sales was and will be duly registered as a broker-dealer under the U.S. Exchange Act and under all applicable state securities laws and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.) or otherwise pursuant to Rule 15a-6 under the U.S. Exchange Act in accordance with all applicable broker-dealer laws and in compliance with this Schedule A; (g) each U.S. Affiliate offering the Offered Securities to Qualified Institutional Buyers pursuant to Rule 144A in the United States is a Qualified Institutional Buyer; (h) it will solicit (and will cause its U.S. Affiliate to solicit, as applicable) offers for the Offered Securities in the United States and to or for the account or benefit of U.S. Persons only to, and it and they have offered and solicited only from and to persons it reasonably believes, and immediately prior to making any such offer, it had reasonable grounds to believe and did believe, to be Qualified Institutional Buyers or U.S. Accredited Investors; (i) it will inform (and will cause its U.S. Affiliate to inform, as applicable) all purchasers of the Offered Securities in the United States or purchasing for the account or benefit of U.S. Persons or who were purchasing the Offered Securities in the United States that the Offered Securities have not been and will not be registered under the 1933 Act and are being offered and sold to such purchasers without registration under the 1933 Act in reliance upon Rule 144A and Rule 506(b) of Regulation D under the 1933 Act and similar exemptions from applicable state securities laws, as applicable, and that the Offered Securities are “restricted securities” and may not be exercised, offered, sold, pledged or otherwise transferred except pursuant to a registration statement under United States federal and state securities laws or an available exemption from such registration requirements and in compliance with the restrictions set forth in the documents and agreements governing such securities; (j) none of the Underwriter, its U.S. Affiliate or any person acting on any of their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the offering of the Offered Securities contemplated hereby; (k) with respect to the Offered Securities offered in reliance on Rule 506(b) of Regulation D, neither the Underwriter nor its affiliates (including its U.S. Affiliate) (collectively, the “Regulation D Underwriters”), any general partner or managing member of the Regulation D Underwriters, any director, executive officer or other officer of the Regulation D Underwriters participating in the offering of the Offered Securities or general partner or managing member of the Regulation D Underwriters or any officer, employee or agent of the Regulation D Underwriters or general partner or managing member of the Regulation D Underwriters that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer and sale of any of the Offered Securities (each, a “Regulation D Underwriter Covered Person” and collectively, the “Regulation D Underwriter Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event contemplated by Rule 506(d)(2) of the 1933 Act and a description of which has been furnished in writing to the Company prior to the date hereof. Each Regulation D Underwriter will notify the Company in writing, prior to any Closing Date of (i) any Disqualification Event relating to any Regulation D Underwriter Covered Person not previously disclosed to the Company in accordance with this section, and (ii) any event that would, with the passage of time, become a Disqualified Event relating to any Regulation D Underwriter Covered Person. As of the Closing Date, the Underwriter is not aware of any person (other than any Regulation D Underwriter Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the offer and sale of any of the Offered Securities pursuant to Rule 506(b) of Regulation D; (l) prior to the Closing Time, it will deliver duly completed and executed (i) QIB Certificates from each purchaser purchasing as a Qualified Institutional Buyer, and (ii) U.S. Accredited Investor Certificates from each purchaser purchasing as a U.S. Accredited Investor; (m) it acknowledges that the Broker Securities have not been and will not be registered under the 1933 Act or the securities laws of any state of the United States. In connection with the issuance of the Broker Warrants to it, it represents, warrants and covenants that (i) it is acquiring the Broker Warrants as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Broker Warrants in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) the Agreement was executed and delivered outside the United States. The Underwriter acknowledge and agree that the Broker Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is exempt from registration under the U.S. Securities Act and the applicable securities laws of any state of the United States; and (n) at Closing, it and its U.S. Affiliates will either (i) provide a certificate, substantially in the form of Annex 1 to this Schedule A, or (ii) be deemed to have represented and warranted to the Company as of the Closing Time that neither it nor they offered or sold any of the Offered Securities in the United States. In connection with the private placement of Initial Units and Additional Securities, if any, (the “Offered Securities”) of High Tide Inc. (the “Corporation”) in the United States, the undersigned, being one of the several Underwriters referred to in the underwriting agreement dated as of February 16, 2021, among the Corporation and the Underwriters (the “Underwriting Agreement”), and the placement agent in the United States for such Underwriter (the “U.S. Affiliate”), do hereby certify that: 1. the U.S. Affiliate is, and was on the date of each offer and sale of Offered Securities in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the laws of each state in which such offer or sale was made (unless exempted from the respective state’s broker-dealer registration requirements), and is a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc., and all offers and sales of the Securities in the United States have been and will be effected by the U.S. Affiliate in accordance with all U.S. broker-dealer requirements; 2. we acknowledge that the Offered Securities have not been registered under the 1933 Act or any applicable state securities laws and may not be offered or sold within the United States except pursuant to an available exemption from the registration requirements of the 1933 Act and applicable state securities laws; 3. neither we nor our representatives have utilized, and neither we nor our representatives will utilize, any form of General Solicitation or General Advertising;

Representations, Warranties and Covenants of the Underwriters. Each Underwriter represents Underwriter, on its own behalf and warrants to and covenants with the Company that: (a) It on behalf of its U.S. Affiliate, acknowledges that the Securities and the Warrant Offered Shares have not been and will not be registered under the U.S. Securities Act or any United States state securities laws laws, and the Securities may not be offered or sold to, or for the account or benefit of, persons in within the United States or U.S. PersonsStates, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any all applicable United States state securities laws. Accordingly, each of the Underwriters, on its own behalf and on behalf of its U.S. Affiliate, represents, warrants and covenants to and with the Company, on the date hereof and on the Closing Date, that: 1. It has not offered or sold, and sold and will not only offer or sell, any Securities except and sell the Offered Shares in an Offshore Transaction in accordance with Rule 903 of Regulation S or in (i) offer and sell the Offered Shares within the United States through its U.S. Affiliate to Qualified Institutional Buyers pursuant to the exemption from the registration requirements of the U.S. Securities Act under Rule 144A and in compliance with similar exemptions under applicable state securities laws, and such purchaser will be required to provide an executed U.S. QIB Letter in the form set forth as Exhibit C to the U.S. Private Placement Memorandum including the Final Prospectus, or (ii) offer the Offered Shares to a limited number of U.S. Institutional Accredited Investors purchasing from the Company as Substituted Purchasers pursuant to the exemption from the registration requirements of the U.S. Securities Act under Rule 506(b) of Regulation DD and in compliance with similar exemptions under applicable state securities laws, which and such purchaser will be required to provide an executed U.S. Institutional Accredited Investors will purchase Securities from Subscription Agreement in the Company in accordance with this Underwriting Agreementform set forth as Exhibit A to the U.S. Private Placement Memorandum including the Final Prospectus. Accordingly, except with respect to offers as set forth herein, the Underwriter has not made and sales to Qualified Institutional Buyers in reliance upon Rule 144A and offers to a limited number of U.S. Institutional Accredited Investors with sales directly by the Company pursuant to Rule 506(b) of Regulation D, none of the Underwriter, its U.S. Affiliate, any of their affiliates or any persons acting on any of their behalf, has made or will not make (i) any offer to sell or any solicitation of an offer to buy, buy any Securities of the Offered Shares to any person in the United States or any U.S. Person; (ii) any sale of Securities the Offered Shares to any purchaser unlessperson unless (1) the offer to sell such Offered Shares was not made to such person in the United States, at the time the buy order was or will have been originated, the purchaser (2) such person was outside the United States and not a U.S Person at the time it placed the order to purchase such Offered Shares, or such the Underwriter, U.S. Affiliate, affiliate or its affiliates and any person acting on any of its or their behalf reasonably believed that believe that, at the time such purchaser person placed the order to purchase such Offered Shares, such person was outside the United States and not a U.S. Person. None of the Underwriter, any of their affiliates States; or any person acting on any of their behalf has engaged or will engage in (iii) any Directed Selling Efforts. 2. The Underwriter, or acting through its U.S. Affiliate, may offer the Offered Shares only to offerees in the United States with respect to which the Underwriter has taken a pre-existing relationship and has reasonable grounds to believe, and did or will take any action believe are either Qualified Institutional Buyers or U.S. Accredited Investors purchasing as Substituted Purchasers, as applicable, and at the time of each sale to such person in the United States, the Underwriter, acting through its U.S. Affiliate, will have reasonable grounds to believe and did or will believe that would cause Rule 144Aeach purchaser purchasing Offered Shares is either a Qualified Institutional Buyer or a U.S. Accredited Investor purchasing as a Substituted Purchaser, Rule 506(b) of Regulation D or Rule 903 of Regulation S to be unavailable for offers and as applicable. Any sales of Offered Shares made to Substituted Purchasers in the United States will be made directly by the Company to such U.S. Accredited Investors purchasing as Substituted Purchasers, and the Underwriter and its U.S. Affiliate shall act in the capacity as placement agent for such sales. 3. All purchasers of the Offered Shares who are in the United States or who were offered Offered Shares in the United States shall be informed that the Offered Shares have not been and will not be registered under the U.S. Securities pursuant Act or any state securities laws and are being offered and sold to this Agreement;them in reliance on available exemptions from the registration requirements of the U.S. Securities Act, and in compliance with similar exemptions under applicable state securities laws. (b) 4. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the SecuritiesOffered Shares, except with its U.S. Affiliate, any Selling Firm or with the prior written consent of the Company; and (c) . It shall require its U.S. Affiliate and each Selling Firm to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that its U.S. Affiliate and each Selling Firm complies with, the same provisions of this Schedule “A” as apply to such Underwriter as if such provisions applied to such U.S. Affiliate and Selling Firm. 5. All offers of Offered Shares in the United States have been and will be made by the Underwriter’s U.S. Affiliate and all sales of the Offered Shares in the United States shall be and will be made by the Underwriter’s U.S. Affiliate to Qualified Institutional Buyers in compliance with Rule 144A or by the Company Substituted Purchasers that are U.S. Accredited Investors in compliance with Rule 506(b) of Regulation D, and in each case in transactions exempt from registration under any applicable state securities laws. 6. It and its U.S. Affiliate have not, either directly or through a person acting on its or their behalf, solicited and will not solicit offers to buy, and have not offered to sell and will not offer to sell, Offered Shares in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 7. It and its U.S. Affiliate are Qualified Institutional Buyers, and all offers and sales of Offered Shares have been or will be made in the United States in accordance with all applicable U.S. federal and state laws or regulations governing the registration or conduct of securities brokers or dealers and applicable rules of the Financial Industry Regulatory Authority, Inc. Each U.S. Affiliate that makes offers and sales in the United States is on the date hereof, and will be on the date of each offer and sale of Offered Shares in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the Securities Laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements). 8. Immediately prior to making an offer of Offered Shares in the United States, the Underwriter and its U.S. Affiliate had reasonable grounds to believe and did believe that each such offeree was either a Qualified Institutional Buyer or U.S. Accredited Investor, as applicable. At the time of each sale of Offered Shares to a person in the United States, the Underwriter, its U.S. Affiliate, and any person acting on its or their behalf will have reasonable grounds to believe and will believe, that each purchaser is either a Qualified Institutional Buyer or U.S. Accredited Investor, as applicable. 9. Prior to any sale of Offered Shares in the United States each (i) Qualified Institutional Buyer will be provided with the U.S. Private Placement Memorandum including the Final Prospectus and will be required to execute the U.S. QIB Letter in the form attached as Exhibit C to the U.S. Private Placement Memorandum including the Final Prospectus and (ii) U.S. Accredited Investor will be provided with the U.S. Private Placement Memorandum including the Final Prospectus and will be required to execute the U.S. Subscription Agreement in the form attached as Exhibit A to the U.S. Private Placement Memorandum including the Final Prospectus. 10. Each offeree of Offered Shares in the United States shall be provided with a copy of either the U.S. Private Placement Memorandum including the Preliminary Prospectus or the U.S. Private Placement Memorandum including the Final Prospectus. Each purchaser of Offered Shares in the United States shall be provided, prior to time of purchase of any Offered Shares, with a copy of the U.S. Private Placement Memorandum including the Final Prospectus. 11. At least one Business Day prior to the Closing Date, the Company and its transfer agent will be provided with a list of all purchasers of the Offered Shares in the United States or who were offered Offered Shares in the United States. 12. At the Closing, each Underwriter (together with its U.S. Affiliate) that participated in the offer of Offered Shares in the United States, will either: (i) provide a certificate, substantially in the form of Appendix I to this Schedule “B”, relating to the manner of the offer and sale of the Offered Shares, or (ii) be deemed to have represented and warranted that neither it, its U.S. Affiliate, nor any one acting on its or their behalf, has offered or sold any Offered Shares in the United States. 13. Neither the Underwriter, its U.S. Affiliate or any person acting on its or 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 Shares. 14. At the Closing Time, with respect to Offered Shares to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “Regulation D Securities”), the Underwriter represents that none of (i) the Underwriter or its U.S. Affiliate, (ii) the Underwriter or its U.S. Affiliate’s general partners or managing members, (iii) any of the Underwriter’s or its U.S. Affiliate’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Underwriter’s or its U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling Firm;, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1) under Regulation D (a “Disqualification Event”). 15. At the Closing Time, the Underwriter represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities.

Representations, Warranties and Covenants of the Underwriters. Each Underwriter represents (on behalf of itself and warrants to and covenants with the Company that: (aits U.S. Affiliate) It acknowledges that the Securities and the Warrant Shares Offered Debentures have not been and will not be registered under the U.S. Securities Act or any United States state the securities laws of any state of the United States, and the Securities Offered Debentures may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons, except pursuant to the Offered Debentures may be offered and sold in the United States in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act and any applicable United States U.S. state securities laws. Accordingly, each Underwriter (on behalf of itself and its U.S. Affiliate) represents, warrants and covenants to the Company, on the date hereof and on the Closing Date, that: 1. It has not offered or sold, and sold and will not offer or sell, any Securities except and sell the Offered Debentures outside the United States in an Offshore Transaction Transactions in accordance with Rule 903 of Regulation S or S, and it has offered and sold and will offer and sell the Offered Debentures in the United States to Qualified Institutional Buyers pursuant to Rule 144A or to a limited number of U.S. Institutional Accredited Investors pursuant to Rule 506(b) of Regulation D, which U.S. Institutional Accredited Investors will purchase Securities from the Company as provided in accordance with this Underwriting Agreement. Schedule A. Accordingly, except with respect to offers and sales to Qualified Institutional Buyers in reliance upon Rule 144A and offers to a limited number of U.S. Institutional Accredited Investors with sales directly by the Company pursuant to Rule 506(b) of Regulation D, none of the Underwriter, its affiliates (including its U.S. Affiliate, any of their affiliates ) or any persons acting on any of their behalf, has behalf (except as permitted by this Schedule A): (i) have engaged or will engage in any Directed Selling Efforts; or (ii) have made or will make (ix) any offer offers to sell or any solicitation solicitations of an offer offers to buy, any Securities to any person buy Offered Debentures in the United States States, or any U.S. Person; (iiy) any sale of Securities to any purchaser unless, Offered Debentures unless at the time the Subscriber made its buy order was or will have been originatedtherefor, the purchaser was outside the United States and not a U.S Person or such Underwriter, its affiliates (including its U.S. Affiliate), affiliate or and any person acting on any of their behalf reasonably believed that such purchaser person was outside the United States and not a U.S. PersonStates. 2. None of the Underwriter, any of their affiliates or any person acting on any of their behalf has engaged or will engage in any Directed Selling Efforts, or has taken or will take any action that would cause Rule 144A, Rule 506(b) of Regulation D or Rule 903 of Regulation S to be unavailable for offers and sales of the Securities pursuant to this Agreement; (b) It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the SecuritiesOffered Debentures, except with its the U.S. Affiliate, any Selling Firm or with the prior written consent of the Company; and (c) It . The Underwriter shall require its U.S. Affiliate and each any Selling Firm to agree, agree for the benefit of the Company, to comply with, and shall use its best efforts to ensure that cause its U.S. Affiliate and each any Selling Firm complies with, to comply with the same provisions of the Agreement and this Schedule “A” A as apply to the Underwriter as if such its provisions applied to such U.S. Affiliate and such Selling Firm;. 3. All offers and sales of the Offered Debentures in the United States will be effected by the U.S. Affiliate in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate is on the date hereof, and will be on the date of each offer or sale of Offered Debentures in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc. 4. Any offers, or solicitations of offers to buy Offered Debentures that have been made or will be made in the United States, was or will be made only to Qualified Institutional Buyers U.S. Accredited Investors in transactions that are exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 506(b) of Regulation D and exempt from registration under all applicable U.S. state securities laws, and any offers, or solicitations of offers to buy Offered Debentures that have been made or will be made outside the United States, was or will be made only in Offshore Transactions that are exempt from the registration requirements of the U.S. Securities Act available pursuant to Rule 903 of Regulation S. 5. Immediately prior to making offers in the United States, the Underwriter, its affiliates (including its U.S. Affiliate), and any person acting on any of their behalf had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer or a U.S. Accredited Investor, as applicable, with respect to which the Underwriter or its affiliates (including its U.S. Affiliate) had a pre-existing business relationship; and at the time of completion of each sale to a U.S. Purchaser, the Underwriter, its affiliates (including its U.S. Affiliate), and any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such U.S. Purchaser is a Qualified Institutional Buyer or a U.S. Accredited Investor, as applicable. 6. The Underwriter and its affiliates (including its U.S. Affiliate) have not, either directly or through a person acting on any of their behalf, solicited and will not solicit offers for, and have not offered to sell and will not solicit any offers to sell, any of the Offered Debentures in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 7. At least one Business Day prior to the Closing Date, it shall provide the Company and its transfer Underwriter with a list of all U.S. Purchasers of the Offered Debentures, together with their addresses (including state of residence), the number of Offered Debentures purchased and the registration and delivery instructions for the Offered Debentures. 8. Prior to any sale of Offered Debentures to U.S. Purchasers, it shall cause each such U.S. Purchaser to execute and deliver to the Company, the Underwriter and the U.S. Affiliate, the Subscription Agreement, including the U.S. Accredited Investor Certificate annexed thereto as Schedule “C” – Annex “I” or the U.S. Qualified Institutional Buyer Letter annexed thereto as Schedule “C” – Annex II, as applicable. 9. All offerees of the Offered Debentures in the United States shall be informed that the Offered Debentures have not been and will not be registered under the U.S. Securities Act and applicable U.S. state securities laws, and are being offered and sold to such persons in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable U.S. state securities laws. 10. The Underwriter understands that all Offered Debentures sold to U.S. Purchasers in the Offering that are U.S. Accredited Investors will be issued in definitive physical form and will bear a restrictive legend substantially in the form set forth Schedule “C” – Annex “I” to the Subscription Agreement. 11. 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 Debentures. 12. With respect to the Offered Debentures to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D, none of (i) the Underwriter or the U.S. Affiliate, (ii) the Underwriter’s or the U.S. Affiliate’s general partners or managing members, (iii) any of the Underwriter’s or U.S. Affiliate’s directors, executive officers or other officers participating in the offering of the Offered Debentures, (iv) any of the Underwriter’s or U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Offered Debentures or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling Firm, that has been or will be paid (directly or indirectly) remuneration for solicitation of Subscribers in connection with the sale of the Offered Debentures (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any Disqualification Event except for a Disqualification Event contemplated by Rule 506(d)(2) of the U.S. Securities Act and a description of which has been furnished in writing to the Company prior to the date hereof. It will notify the Company in writing, prior to the Closing Date of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company hereunder, any

Representations, Warranties and Covenants of the Underwriters. Each Underwriter represents and warrants to and covenants with the Company that: (a) It acknowledges that the Securities and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any United States state securities laws and the Securities may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. PersonsStates, except pursuant to an exclusion or exemption from the registration requirements of the U.S. Securities Act and or any applicable United States state securities laws. It has not offered or sold, and sold and will not offer or sell, any and sell the Securities except only (i) outside the United States in an Offshore Transaction in accordance with Rule 903 of Regulation S S, or (ii) in the United States to Qualified Institutional Buyers pursuant to Rule 144A or to a limited number of U.S. Institutional Accredited Investors pursuant to Rule 506(b) of Regulation D, which U.S. Institutional Accredited Investors will purchase Securities from the Company in accordance with the requiremens of Rule 144A and of applicable state securities laws, and as further provided in this Underwriting AgreementSchedule “A”. Accordingly, neither the Underwriter, nor its U.S. Affiliate, nor any persons acting on its or their behalf: (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except with respect to offers and sales to Qualified Institutional Buyers in reliance upon Rule 144A and as permitted by this Schedule “A”, have made or will make any offers to a limited number sell Securities in the United States or (iii) any sale of U.S. Institutional Accredited Investors with sales directly by Securities unless at the Company pursuant to Rule 506(b) of Regulation Dtime the purchaser made its buy order therefor, none of the Underwriter, its U.S. Affiliate, any of their affiliates Affiliate or any persons acting on any of their behalf, has made or will make (i) any offer to sell or any solicitation of an offer to buy, any Securities to any person in the United States or any U.S. Person; (ii) any sale of Securities 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 a U.S Person or such Underwriter, U.S. Affiliate, affiliate or other person acting on any of their behalf reasonably believed that such purchaser was outside the United States and not a U.S. Person. None of the Underwriter, any of their affiliates or any person acting on any of their behalf has engaged or will engage in any Directed Selling Efforts, or has taken or will take any action that would cause Rule 144A, Rule 506(b) of Regulation D or Rule 903 of Regulation S to be unavailable for offers and sales of the Securities pursuant to this AgreementStates; (b) It has not entered and will not enter into any contractual arrangement with respect to the offer and sale distribution of the Securities, except with its U.S. Affiliate, any Selling Firm or with the prior written consent of the Company; and (c) It shall require its U.S. Affiliate and each Selling Firm to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that its U.S. Affiliate and each Selling Firm complies with, the provisions of this Schedule “A” as if such provisions applied to such U.S. Affiliate and such Selling Firm. 2. All offers and sales of the Securities in the United States will be made only to Qualified Institutional Buyers in transactions that are exempt from registration under the U.S. Securities Act and any applicable state securities laws and will be effected by its U.S. Affiliate in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate is, and will be on the date of each offer and sale of Securities in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.; 3. Prior to the completion of any sale of Securities in the United States, each purchaser will be required to provide to the Underwriters, or to their U.S. Affiliates selling the Securities, a subscription agreement in the form attached to the final U.S. Placement Memorandum; 4. Offers and sales of Securities in the United States shall not be made by any form of General Solicitation or General Advertising; 5. Immediately prior to soliciting offerees, the Underwriter had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer, and at the time of completion of each sale to a person in the United States, the Underwriter, its affiliates, and any person acting on its or their behalf will have reasonable grounds to believe and will believe, that each purchaser purchasing Securities from such Underwriter or its U.S. Affiliate is a Qualified Institutional Buyer; 6. All purchasers of the Securities in the United States shall be informed that the Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and are being offered and sold to such purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule or 144A thereunder; 7. Each offeree in the United States shall be provided with the U.S. Placement Memorandum including the Preliminary Prospectus and/or the Final Prospectus, and each purchaser will have received at or prior to the time of purchase of any Securities the final U.S. Placement Memorandum including the Final Prospectus; 8. At closing, Cormark, together with each U.S. Affiliate selling Securities in the United States, will provide a certificate, substantially in the form of Exhibit to this Schedule “A” relating to the manner of the offer and sale of the Securities in the United States or will be deemed to have represented that neither it nor its affiliates offered or sold Securities in the United States; 9. At least one Business Day prior to the Closing Date, Cormark shall provide the Company with a list of all purchasers of Securities in the United States; and 10. Each U.S. Affiliate of an Underwriter that is purchasing the Securities in the United States is a Qualified Institutional Buyer.

Representations, Warranties and Covenants of the Underwriters. Each Underwriter represents of the Underwriters and warrants to and covenants with the Company that: (a) It its U.S. Affiliates, as applicable, acknowledges that the Offered Securities and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any United States applicable state securities laws and the Securities may not be offered and sold only in transactions exempt from, or sold not subject to, or for the account or benefit of, persons in the United States or U.S. Persons, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable United States state securities laws. Accordingly, each of the Underwriters and the U.S. Affiliates represents, warrants and covenants to the Company that: (a) It has not offered or sold, and will not offer or sell, any Offered Securities except in an Offshore Transaction (a) in accordance with Rule 903 of Regulation S or (b) in the United States or to, or for the account or benefit of, a U.S. Person or person in the United States to Qualified Institutional Buyers pursuant to Rule 144A or to a limited number of and similar exemptions under applicable U.S. Institutional Accredited Investors pursuant to Rule 506(b) of Regulation D, which U.S. Institutional Accredited Investors will purchase Securities from the Company in accordance with this Underwriting Agreementstate securities laws. Accordingly, except Except with respect to offers and sales to Qualified Institutional Buyers in reliance upon Rule 144A and offers to a limited number of U.S. Institutional Accredited Investors in accordance with sales directly by this Schedule “A”, neither the Company pursuant to Rule 506(b) of Regulation D, none of the Underwriter, Underwriter nor its U.S. Affiliate, any of their affiliates or Affiliate nor any persons acting on any of its or their behalf, behalf has made engaged or will make engage in (i) any offer to sell or any solicitation of an offer to buy, any Offered Securities to to, or for the account or benefit of, any person in the United States or any U.S. Person; , or (ii) any sale of Offered Securities 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 a U.S U.S. Person (and was not purchasing for the account or benefit of a person in the United States or U.S. Person), or such Underwriter, U.S. Affiliate, affiliate Affiliate or person acting on any behalf of their behalf either reasonably believed that such purchaser was outside the United States and not a U.S. Person (and was not purchasing for the account or benefit of a person in the United States or U.S. Person). None of the Underwriter, any of their affiliates It (or any person acting on any of their behalf its behalf) has not engaged or will engage in any Directed Selling Efforts, or has taken or will take any action that would cause Rule 144A, Rule 506(bEfforts with respect to the Offered Securities. (b) of Regulation D or Rule 903 of Regulation S to be unavailable for All offers and sales of the Offered Securities pursuant in the United States or to this Agreement;a U.S. Person, or to or for the benefit of a person in the United States or U.S. Person, will be effected by or through the U.S. Affiliate of the Underwriter, which is, on date hereof and on the dates of all such offers and subsequent sales, duly registered under the U.S. Exchange Act and applicable state securities laws in each state in which such offer or sale is made and as members in good standing with the Financial Industry Regulatory Authority, Inc., and will be effected in accordance with all applicable U.S. federal and state securities laws (including applicable broker dealer requirements). Each such U.S. Affiliate of the Underwriter in the United States is a Qualified Institutional Buyer on the date hereof and at the Closing Date and any Over-Allotment Closing Date. (bc) It has not entered and will not enter into any contractual arrangement with respect to the offer and sale distribution of the Offered Securities, except with its U.S. Affiliate, any Selling Firm or with the prior written consent of the Company; and (c) It . The Underwriters shall require its U.S. Affiliate and each Selling Firm through which it effects offers and sales to agreeagree in writing, for the benefit of the Company, to comply with, and shall use its best commercially reasonable efforts to ensure that its each U.S. Affiliate and each Selling Firm complies with, the provisions of this Schedule “A” applicable to such Underwriter as if such provisions applied to such U.S. Affiliate and such or Selling Firm. (d) None of it, its U.S. Affiliate or any person acting on any of their behalf has engaged or will engage in any action that would cause the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A to be unavailable for offers and sales of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons or the exemption from the registration requirements of the U.S. Securities Act provided by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Securities outside the United States. (e) Offers and sales of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons by the Underwriters or their U.S. Affiliates have not been and will not be made (i) by any form of General Solicitation or General Advertising, or (ii) in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. (f) Any offer or sale of, or solicitation of an offer to buy, the Offered Securities that has been made or will be made in the United States or to U.S. Persons (or to or for the account or benefit of a person in the United States or U.S. Person) was or will be made only to Qualified Institutional Buyers in accordance with Rule 144A. (g) Each offeree in the United States (or offeree acting for the account or benefit of a person in the United States or U.S. Person) has been or shall be provided with a copy of the U.S. Placement Memorandum (if available) and any exhibits or attachments thereto in connection with such offer. Prior to any sale of the Offered Securities to a person in the United States or U.S. Person (or person acting for the account or benefit of a person in the United States or U.S. Person) or to a person who was offered the Offered Securities in the United States, each such purchaser shall be provided with a copy of the U.S. Placement Memorandum (and exhibits thereto) and no written material other than the U.S. Placement Memorandum (and exhibits thereto) was used in connection with the offer and sale of the Offered Securities in the United States (or for the account or benefit of, persons in the United States or U.S. Persons). (h) Each Qualified Institutional Buyer solicited by the Underwriters or its U.S. Affiliate will be informed that the Offered Securities will be sold to the Qualified Institutional Buyer in reliance upon Rule 144A. (i) It has offered and will offer the Offered Securities in the United States or to U.S. Persons (or to or for the account or benefit of a person in the United States or U.S. Person) only to offerees with respect to which it has reasonable grounds to believe was at the time of such offer and will be on the Closing Date or any Over-Allotment Closing Date, a Qualified Institutional Buyer. (j) Prior to the completion of any sale of the Offered Securities to a Qualified Institutional Buyer, each such Qualified Institutional Buyer will be required to properly complete, execute and deliver a U.S. Purchaser’s Letter in the form attached to the U.S. Placement Memorandum as Exhibit “A”. (k) At least two business days prior to any Closing Date and/or Over Allotment Closing Date, as applicable, the Company will be provided with a list of all offerees and purchasers of the Offered Securities in the United States or that are U.S. Persons (or purchasers acting for the account or benefit of a person in the United States or U.S. Person) and copies of all executed a U.S. Purchaser’s Letters. (l) At or prior to the Closing Date or Over Allotment Closing Date, if applicable, each Underwriter together with its U.S. Affiliate that offered or sold the Offered Securities in the United States, will provide to the Company a certificate in the form of Exhibit “I” to this Schedule “A” relating to the manner of the offer and sale of the Offered Securities in the United States or to U.S. Persons or will be deemed to have represented and warranted, with the same force and effect, that neither it nor its U.S. Affiliate offered or sold Offered Securities in the United States or to U.S. Persons (or to or for the account or benefit of, a person in the United States or U.S. Person). (m) It acknowledges that until 40 days after the closing of the Offering, an offer or sale of the Offered Securities within the United States by any dealer (whether or not participating in this offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made other than in accordance with an exemption from the registration requirement of the U.S. Securities Act. (n) Neither the Underwriters, their affiliates, including its U.S. Affiliate, or any person acting on its 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 Securities (o) The Underwriters shall cooperate with the reasonable requests of the Company and counsel for the Company to use its reasonable efforts to comply with any such applicable state securities law requirements and shall continue to be in compliance with such state securities laws in effect so long as required for the initial offer and resale of the Offered Securities contemplated herein. In connection with the private placement in the United States of Units (the “Securities”) of Vox Royalty Corp. (the “Company”) pursuant to the Underwriting Agreement dated as of March 22, 2021 among the Company and the underwriters named therein (the “Underwriters”), each of the undersigned does hereby certify as follows: (a) each undersigned U.S. Affiliate that offered or sold the Offered Securities in the United States is duly registered as a broker-dealer under the U.S. Exchange Act and the securities laws of each state in which offers or sales are made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc. on the date hereof and on the date of each offer and sale made in the United States; (b) all offers and sales of the Offered Securities in the United States were made only through the U.S. Affiliate and have been effected in accordance with all applicable U.S. broker-dealer requirements and the terms and conditions set forth in the Underwriting Agreement (including any schedules thereto) and the U.S. Placement Memorandum; (c) each offeree who is, or is acting for the account or benefit of, a person in the United States or U.S. Person was provided with a copy of the U.S. Placement Memorandum (and exhibits thereto) and each purchaser of Offered Securities who is, or is purchasing for the account or benefit of, a person in the United States or U.S. Person was provided with a copy of the U.S. Placement Memorandum prior to its purchase of such securities and we did not use any other written material in connection with the offer or sale of Offered Securities to, or for the account or benefit of, persons in the United States or U.S. persons; (d) immediately prior to our transmitting the U.S. Placement Memorandum (and any exhibits thereto) to such offerees, we had reasonable grounds to believe and did believe that each such offeree was, and continue to believe that each such offeree is, a Qualified Institutional Buyer, and, on the date of this certificate, we continue to believe that each such person purchasing Offered Securities is a Qualified Institutional Buyer; (e) no form of “general solicitation” or “general advertising” (as those terms are used in Regulation D under the U.S. Securities Act) was used by us, including without limitation advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Offered Securities in the United States; (f) no Directed Selling Efforts were engaged in with respect to the offer or sale of the Offered Securities; (g) prior to any sale in the United States or to U.S. Persons (or to or for the account or benefit of, a person in the United States or U.S. Person) of Offered Securities to a Qualified Institutional Buyer, we obtained an executed U.S. Purchaser’s Letter in the form set forth as Exhibit “A” to the U.S. Placement Memorandum; and (h) all offers and sales of the Offered Securities have been conducted by it in accordance with the terms of the Underwriting Agreement, including Schedule “A” thereto. Terms used in this certificate have the meanings given to them in the Underwriting Agreement unless otherwise defined herein. This Underwriters’ Certificate may be relied upon by counsel to the Company as if originally issued to such counsel. A newly executed copy of this Underwriters Certificate shall be provided in connection with any subsequent closing date, including, but not limited to, any Over-Allotment Closing Date, as applicable. By: By: Name: Title: Name: Title: Higginsville (Dry Creek) A$0.71/gram gold ore milled1 (effective 0.85% NSR) Gold Australia Producing Karora Resources Segilola 1.5% net smelter royalty (subject to $3.5M cap) Gold Nigeria Construction Thor Explorations Ltd. Mt Xxx 1.5% net smelter royalty (>10Koz Au production) Gold Australia Pre-production Aurenne Group Holdings Bulong 1.0% net smelter royalty Gold Australia Feasibility Black Cat Syndicate Limited

Representations, Warranties and Covenants of the Underwriters. Each Underwriter represents Underwriter, on its own behalf and warrants to and covenants with the Company that: (a) It on behalf of its U.S. Affiliate, acknowledges that the Securities and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any United States state securities laws and the Securities may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons, Persons except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any all applicable United States state securities laws. Accordingly, each of the Underwriters, on its own behalf and on behalf of its U.S. Affiliate, represents, warrants, covenants and agrees to and with the Company, as at the date of this Agreement and as at the Closing Time and any Option Closing Time, that: (i) It has not offered or sold, and sold and will not offer or sell, any and sell the Securities except in an Offshore Transaction in accordance with Rule 903 of Regulation S S, or (ii) it has offered and sold and will offer and sell the Securities through its U.S. Affiliate to, or for the account or benefit of, persons in the United States to and U.S. Persons that are Qualified Institutional Buyers pursuant to the exemption from the registration requirements of the U.S. Securities Act under Rule 144A or and in compliance with similar exemptions under applicable state securities laws, and such purchaser will be required to a limited number of provide an executed U.S. Institutional Accredited Investors pursuant QIB Letter in the form set forth as Exhibit A to Rule 506(b) of Regulation D, which the U.S. Institutional Accredited Investors will purchase Securities from the Company in accordance with this Underwriting AgreementPlacement Memorandum. Accordingly, except with respect to offers and sales to Qualified Institutional Buyers in reliance upon Rule 144A and offers to a limited number of U.S. Institutional Accredited Investors with sales directly by as set forth herein, the Company pursuant to Rule 506(b) of Regulation D, none of the Underwriter, its U.S. Affiliate, any of their affiliates or any persons acting on any of their behalf, Underwriter has not made or will not make (i) any offer to sell or any solicitation of an offer to buybuy any of the Securities to, any Securities to any or for the account or benefit of, a person in the United States or any a U.S. Person; Person or (ii) any sale of the Securities to any purchaser unlessperson unless (1) the offer to sell such Securities was not made to, at or for the time account or benefit of, a person in the buy order was United States or will have been originateda U.S. Person, the purchaser (2) such person was outside the United States and not a U.S U.S. Person at the time it placed the order to purchase such Securities, or such the Underwriter, its affiliates (including, without limitation, its U.S. Affiliate, affiliate or ) and any person acting on any of its or their behalf reasonably believed believe that at the time such purchaser person placed the order to purchase such Securities such person was outside the United States and not a U.S. Person. None of the Underwriter, any of their affiliates ; or any person acting on any of their behalf has engaged or will engage in (iii) any Directed Selling Efforts. 2. The Underwriter, acting through its U.S. Affiliate, may offer the Securities only to offerees that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons with respect to which the Underwriter has taken a pre-existing relationship and has reasonable grounds to believe, and did or will take any action believe are Qualified Institutional Buyers and at the time of each sale to such purchaser that would cause is, or is acting for the account or benefit of, a person in the United States or a U.S. Person, the Underwriter, acting through its U.S. Affiliate, will have reasonable grounds to believe and did or will believe that each such purchaser purchasing Securities is a Qualified Institutional Buyer. 3. All purchasers of the Securities who are, or are acting for the account or benefit of, persons in the United States or U.S. Persons or who were offered Securities in the United States shall be informed that the Securities have not been and will not be registered under the U.S. Securities Act and are being offered and sold to them in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A, Rule 506(b) of Regulation D or Rule 903 of Regulation S to be unavailable for offers and sales of the Securities pursuant to this Agreement;in compliance with similar exemptions under applicable state securities laws. (b) 4. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Securities, except with its U.S. Affiliate, any Selling Firm or with the prior written consent of the Company; and (c) . It shall require its U.S. Affiliate and each Selling Firm to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that its U.S. Affiliate and each Selling Firm complies with, the same provisions of this Schedule “A” as apply to such Underwriter as if such provisions applied to such U.S. Affiliate and such Selling Firm;. 5. All offers of Securities to, or for the account or benefit of, persons in the United States or U.S. Persons made by it have been and will be made by the Underwriter’s U.S. Affiliate and all sales of such Securities to, or for the account or benefit of, persons in the United States or U.S. Persons shall be and will be made by the Underwriter’s U.S. Affiliate, in each case to Qualified Institutional Buyers in compliance with Rule 144A and in transactions exempt from registration under any applicable state securities laws. 6. It and its U.S. Affiliate have not, either directly or through a person acting on its or their behalf, solicited and will not solicit offers to buy, and have not offered to sell and will not offer to sell, Securities to, or for the account or benefit of, persons in the United States or U.S. Persons by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 7. It and its U.S. Affiliate are Qualified Institutional Buyers, and all offers and sales of Securities have been or will be made to, or for the account or benefit of, persons in the United States or U.S. Persons in accordance with all applicable U.S. federal and state laws or regulations governing the registration and conduct of securities brokers or dealers and applicable rules of the Financial Industry Regulatory Authority, Inc. Each U.S. Affiliate that makes offers or sales to, or for the account or benefit of, persons in the United States or U.S. Persons is on the date hereof, and will be on the date of each offer and sale of Securities to, or for the account or benefit of, persons in the United States or U.S. Persons, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements). 8. Immediately prior to making an offer of Securities to, or for the account or benefit of, a person in the United States or a U.S. Person, the Underwriter, its U.S. Affiliate and any person acting on its or their behalf had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer. At the time of each sale of Securities to, or for the account or benefit of, a person in the United States or a U.S. Person, the Underwriter, its U.S. Affiliate, and any person acting on its or their behalf will have reasonable grounds to believe and will believe, that each such purchaser is a Qualified Institutional Buyer. 9. Prior to any sale of Securities to, or for the account or benefit of, a person in the United States or a U.S. Person, each such purchaser will be provided with the U.S. Placement Memorandum containing the Final Prospectus and will be required to execute the U.S. QIB Letter in the form attached as Exhibit A to the U.S. Placement Memorandum containing the Final Prospectus. 10. Each offeree of Securities that is, or is acting for the account or benefit of, a person in the United States or a U.S. Person shall be provided with a copy of either of the U.S. Placement Memorandum containing the Preliminary Prospectus or the U.S. Placement Memorandum containing the Final Prospectus. Each purchaser of Securities that is, or is acting for the account or benefit of, a person in the United States or a U.S. Person shall be provided, prior to time of purchase of any Securities, with a copy of the U.S. Placement Memorandum containing the Final Prospectus. 11. At least one Business Day prior to the Closing Date and the Option Closing Date, as applicable, the Company and its transfer agent will be provided with a list of all purchasers of the Securities that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons or that were offered the Securities in the United States. 12. At the Closing and the Option Closing Time, as applicable, each Underwriter, together with its U.S. Affiliate, that participated in the offer and sale of Securities to, or for the account or benefit of, persons in the United States or U.S. Persons, will either: (i) provide a certificate, substantially in the form of Exhibit A to this Schedule A, relating to the manner of the offer and sale of the Securities, or (ii) be deemed to have represented and warranted that none of it, its U.S. Affiliate or any one acting on its or their behalf, has offered or sold any Securities to, or for the account or benefit of, persons in the United States or U.S. Persons. 13. None of the Underwriter, its U.S. Affiliate or any person acting on its or 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 Securities.

Representations, Warranties and Covenants of the Underwriters. Each Underwriter represents and U.S. Affiliate jointly and not severally (but not jointly with any other Underwriter or its respective U.S. Affiliate), acknowledges, represents, warrants to and covenants with to the Company that: (a) It acknowledges that the Offered Securities and the Warrant Shares have not been and will not be registered under the U.S. Securities 1933 Act or any United States state securities laws and the Offered Securities may not be offered and sold only in transactions exempt from or sold not subject to the registration requirements of the 1933 Act and applicable state securities laws. It has offered for sale the Offered Securities only as follows: (a) in Offshore Transactions in accordance with Rule 903 of Regulation S; or (b) offers of the Offered Securities to, or for the account or benefit of, persons in the United States or and U.S. PersonsPersons that are (i) Qualified Institutional Buyers, except pursuant to an exemption and (ii) Substituted Purchasers that are U.S. Accredited Investors purchasing in transactions that are exempt from the registration requirements of the U.S. Securities 1933 Act and any applicable United States state securities laws. It has not offered or sold, and will not offer or sell, any Securities except in an Offshore Transaction in accordance with Rule 903 of Regulation S or in the United States to Qualified Institutional Buyers pursuant to Rule 144A or to a limited number of U.S. Institutional Accredited Investors pursuant to and Rule 506(b) of Regulation D, which respectively, and similar exemptions under applicable U.S. Institutional Accredited Investors will purchase Securities from the Company state securities laws, as provided in accordance with this Underwriting Agreementparagraphs (b) through (*) below. Accordingly, except with respect to offers and sales to Qualified Institutional Buyers in reliance upon Rule 144A and offers to a limited number of U.S. Institutional Accredited Investors with sales directly by the Company pursuant to Rule 506(b) of Regulation D, none of the Underwriter, its U.S. Affiliate, any of their affiliates or any persons acting on behalf of any of their behalfthem, has made or will make (iexcept as permitted in paragraphs (b) any through (*) below) any: (x) offer to sell sell, or any solicitation of an offer to buy, any of the Offered Securities to to, or for the account or benefit of, any person in the United States or any U.S. Person; (iiy) any sale of the Offered Securities 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 a U.S Person U.S. Person, or such Underwriter, U.S. Affiliate, affiliate or person acting on any of their behalf reasonably believed that such purchaser was outside the United States and not a U.S. Person. None of the Underwriter, any of their affiliates ; or any person acting on any of their behalf has engaged or will engage in any (z) Directed Selling Efforts (b) the sale of the Offered Securities in the United States or to, or has taken for the account or benefit of, U.S. Persons will take any action that would cause be made only by the Underwriters or their respective U.S. Affiliates, acting as agents, (i) pursuant to Rule 144A144A to persons who are, or are reasonably believed by them to be, Qualified Institutional Buyers, or (ii) pursuant to Rule 506(b) of Regulation D or Rule 903 of Regulation S to be unavailable for offers Substituted Purchasers that are U.S. Accredited Investors, and sales in each case, in compliance with any applicable state securities laws of the Securities pursuant to this AgreementUnited States. Each Qualified Institutional Buyer shall have made the representations, warranties and agreements set forth in the QIB Certificate and each U.S. Accredited Investor shall have made the representations, warranties and agreement set forth in the U.S. Accredited Investor Certificate; (bc) each offeree of the Offered Securities in the United States, or that is purchasing for the account or benefit of a U.S. Person, shall be provided with a copy of the U.S. Offering Memorandum. Each purchaser of the Offered Securities in the United States, or that is purchasing for the account or benefit of a U.S. Person, shall be provided, prior to time of purchase of any of the Offered Securities with a copy of the U.S. Offering Memorandum; (d) the Offered Securities have not been and will not be registered under the 1933 Act or any U.S. state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the 1933 Act and applicable state securities laws. It has not offered and sold, and will not offer and sell, any of the Offered Securities except to persons it reasonably believes to be Qualified Institutional Buyers or U.S. Accredited Investors; (e) it and its affiliates, including its U.S. Affiliate, have not, either directly or through a person acting on its or their behalf, solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Offered Securities in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the 1933 Act; (f) it has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Securities, Offered Securities except with its U.S. Affiliate, any Selling Firm selling group members or with the prior written consent of the Company; and (c) . It shall require its U.S. Affiliate and each Selling Firm selling group member to agree, for the benefit of the Company, to comply with, and shall use its best commercially reasonable efforts to ensure that its U.S. Affiliate and each Selling Firm selling group member complies with, the provisions of this Schedule “A” applicable to the Underwriter as if such provisions applied directly to such its U.S. Affiliate and such Selling Firmselling group member; all offers and sales of the Offered Securities in the United States shall be made by the Underwriter through its U.S. Affiliate (which on the dates of such offers and sales was and will be duly registered as a broker-dealer under the U.S. Exchange Act and under all applicable state securities laws and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.) or otherwise pursuant to Rule 15a-6 under the U.S. Exchange Act in accordance with all applicable broker-dealer laws and in compliance with this Schedule A; (g) each U.S. Affiliate offering the Offered Securities to Qualified Institutional Buyers pursuant to Rule 144A in the United States is a Qualified Institutional Buyer; (h) it will solicit (and will cause its U.S. Affiliate to solicit, as applicable) offers for the Offered Securities in the United States and to or for the account or benefit of U.S. Persons only to, and it and they have offered and solicited only from and to persons it reasonably believes, and immediately prior to making any such offer, it had reasonable grounds to believe and did believe, to be Qualified Institutional Buyers or U.S. Accredited Investors; (i) it will inform (and will cause its U.S. Affiliate to inform, as applicable) all purchasers of the Offered Securities in the United States or purchasing for the account or benefit of U.S. Persons or who were purchasing the Offered Securities in the United States that the Offered Securities have not been and will not be registered under the 1933 Act and are being offered and sold to such purchasers without registration under the 1933 Act in reliance upon Rule 144A and Rule 506(b) of Regulation D under the 1933 Act and similar exemptions from applicable state securities laws, as applicable, and that the Offered Securities are “restricted securities” and may not be exercised, offered, sold, pledged or otherwise transferred except pursuant to a registration statement under United States federal and state securities laws or an available exemption from such registration requirements and in compliance with the restrictions set forth in the documents and agreements governing such securities; (j) none of the Underwriter, its U.S. Affiliate or any person acting on any of their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the offering of the Offered Securities contemplated hereby; (k) with respect to the Offered Securities offered in reliance on Rule 506(b) of Regulation D, neither the Underwriter nor its affiliates (including its U.S. Affiliate) (collectively, the “Regulation D Underwriters”), any general partner or managing member of the Regulation D Underwriters, any director, executive officer or other officer of the Regulation D Underwriters participating in the offering of the Offered Securities or general partner or managing member of the Regulation D Underwriters or any officer, employee or agent of the Regulation D Underwriters or general partner or managing member of the Regulation D Underwriters that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer and sale of any of the Offered Securities (each, a “Regulation D Underwriter Covered Person” and collectively, the “Regulation D Underwriter Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event contemplated by Rule 506(d)(2) of the 1933 Act and a description of which has been furnished in writing to the Company prior to the date hereof. Each Regulation D Underwriter will notify the Company in writing, prior to any Closing Date of (i) any Disqualification Event relating to any Regulation D Underwriter Covered Person not previously disclosed to the Company in accordance with this section, and (ii) any event that would, with the passage of time, become a Disqualified Event relating to any Regulation D Underwriter Covered Person. As of the Closing Date, the Underwriter is not aware of any person (other than any Regulation D Underwriter Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the offer and sale of any of the Offered Securities pursuant to Rule 506(b) of Regulation D; (l) prior to the Closing Time, it will deliver duly completed and executed (i) QIB Certificates from each purchaser purchasing as a Qualified Institutional Buyer, and (ii) U.S. Accredited Investor Certificates from each purchaser purchasing as a U.S. Accredited Investor; (m) it acknowledges that the Broker Securities have not been and will not be registered under the 1933 Act or the securities laws of any state of the United States. In connection with the issuance of the Broker Warrants to it, it represents, warrants and covenants that (i) it is acquiring the Broker Warrants as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Broker Warrants in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) the Agreement was executed and delivered outside the United States. The Underwriter acknowledge and agree that the Broker Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is exempt from registration under the U.S. Securities Act and the applicable securities laws of any state of the United States; and (n) at Closing, it and its U.S. Affiliates will either (i) provide a certificate, substantially in the form of Annex 1 to this Schedule A, or (ii) be deemed to have represented and warranted to the Company as of the Closing Time that neither it nor they offered or sold any of the Offered Securities in the United States. In connection with the private placement of Initial Units and Additional Securities, if any, (the “Offered Securities”) of High Tide Inc. (the “Corporation”) in the United States, the undersigned, being one of the several Underwriters referred to in the underwriting agreement dated as of May 20, 2021, among the Corporation and the Underwriters (the “Underwriting Agreement”), and the placement agent in the United States for such Underwriter (the “U.S. Affiliate”), do hereby certify that: 1. the U.S. Affiliate is, and was on the date of each offer and sale of Offered Securities in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the laws of each state in which such offer or sale was made (unless exempted from the respective state’s broker-dealer registration requirements), and is a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc., and all offers and sales of the Securities in the United States have been and will be effected by the U.S. Affiliate in accordance with all U.S. broker-dealer requirements; 2. we acknowledge that the Offered Securities have not been registered under the 1933 Act or any applicable state securities laws and may not be offered or sold within the United States except pursuant to an available exemption from the registration requirements of the 1933 Act and applicable state securities laws; 3. neither we nor our representatives have utilized, and neither we nor our representatives will utilize, any form of General Solicitation or General Advertising;

Representations, Warranties and Covenants of the Underwriters. Each Underwriter represents and warrants to and covenants with of the Company that: (a) It Underwriters acknowledges that the Securities and the Warrant Offered Shares have not been and will not be registered under the U.S. Securities Act or the applicable securities laws of any state of the United States state securities laws and the Securities may not be offered and sold except in transactions exempt from or sold to, or for the account or benefit of, persons in the United States or U.S. Persons, except pursuant not subject to an exemption from the registration requirements of the U.S. Securities Act and any applicable United States state securities laws. Accordingly, each Underwriter represents, warrants and covenants to and with Yamana and Nomad, and will cause its U.S. Affiliates to comply with such representations, warranties and covenants, that: (a) It has not offered or sold, and will not offer or sell, any Securities Offered Shares constituting part of its allotment within the United States, except as provided in this Schedule “C”. (b) It has not offered or sold and will not offer or sell the Offered Shares except (i) in an Offshore Transaction “offshore transaction” (as defined in Regulation S) and otherwise in accordance with Regulation S, or (ii) to QIBs in accordance with Rule 903 of Regulation S or 144A and in the United States to Qualified Institutional Buyers pursuant to Rule 144A or to a limited number of U.S. Institutional Accredited Investors pursuant to Rule 506(b) of Regulation D, which U.S. Institutional Accredited Investors will purchase Securities from the Company in accordance compliance with this Underwriting Agreementall applicable state securities laws. Accordingly, except with respect to offers and sales to Qualified Institutional Buyers as provided in reliance upon Rule 144A and offers to a limited number of U.S. Institutional Accredited Investors with sales directly by the Company pursuant to Rule 506(bclause (ii) of Regulation Dthe preceding sentence, none of the Underwriter, neither it nor its Affiliate(s) (including its U.S. Affiliate, any of their affiliates or as applicable), nor any persons acting on any of its or their behalf, has behalf have made or will make (i) any offer to sell or any solicitation of an offer to buy, any Securities Offered Shares to any a person in the United States or any U.S. Person; States, (ii) any sale of Securities Offered Shares to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States and not a U.S Person States, or such Underwriter, U.S. Affiliate, affiliate Affiliate or person acting on any behalf of their behalf either reasonably believed that such purchaser was outside the United States and not a U.S. Person. None of the UnderwriterStates, any of their affiliates or any person acting on any of their behalf has engaged or will engage in (iii) any Directed Selling Efforts, or has taken or will take any action that would cause Rule 144A, Rule 506(b) of Regulation D or Rule 903 of Regulation S to be unavailable for offers and sales of the Securities pursuant to this Agreement;. (bc) It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the SecuritiesOffered Shares, except with its U.S. AffiliateAffiliates, any investment dealers and brokers through which it may sell Offered Shares or any member of the selling group formed by them (each such person, a “Selling Firm Firm”) or with the prior written consent of the Company; and (c) Yamana and Nomad. It shall require its U.S. Affiliate and each Selling Firm to agree, for the benefit of the CompanyYamana and Nomad, to comply with, and shall use its best efforts to ensure that its U.S. Affiliate and each Selling Firm complies with, the same provisions of this Schedule “A” as apply to such Underwriter as if such provisions applied to such its U.S. Affiliate and such Selling Firm. (d) All offers and sales of the Offered Shares in the United States will be effected through one of its U.S. Affiliates in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate is on the date hereof, and was on the date of each offer or sale of Offered Shares in the United States, a duly registered broker-dealer with the SEC and under the securities laws of each state in which such offers and sales were made (unless exempt from the respective state’s broker-dealer registration requirements) and a member in good standing with the Financial Industry Regulatory Authority, Inc. (FINRA). (e) It shall not engage in any form of General Solicitation or General Advertising or other communication or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with the offer and sale of Offered Shares. (f) It has not used and will not use any written material other than the U.S. Memorandum relating to the offering of the Offered Shares in the United States. Each offeree of Offered Shares in the United States has been or shall be provided with the U.S. Placement Memorandum (including a copy that includes the Prospectus and any Prospectus Amendment). Each purchaser of Offered Shares in the United States will have received, prior to the time of purchase of any Offered Shares, the U.S. Placement Memorandum (including a copy that includes the Prospectus and any Prospectus Amendment). (g) Any offer, sale or solicitation of an offer to buy Offered Shares that has been made or will be made in the United States was or will be made only to persons reasonably believed by the Underwriter and its U.S. Affiliate to be QIBs, in accordance with Rule 144A. (h) It will inform, and cause its U.S. Affiliates to inform, all purchasers of the Offered Shares in the United States that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws and are being offered and sold to them in reliance upon the exemptions from the registration requirements of the U.S. Securities Act provided by Rule 144A and in accordance with all applicable state securities laws. (i) Immediately prior to soliciting such offerees (including by delivery of the U.S. Placement Memorandum), the Underwriter, its U.S. Affiliate(s), and any person acting on its or their behalf had reasonable grounds to believe and did believe that each offeree in the United States was and is a QIB with whom they had a pre-existing relationship, acquiring the Offered Shares for its own account or for the account of one or more QIBs with respect to which it exercises sole investment discretion, and at the time of completion of each sale to a person in the United States, the Underwriter, its U.S. Affiliate(s), and any person acting on its or their behalf will have reasonable grounds to believe and will believe, that each such purchaser is a QIB. (j) Prior to any sale of the Offered Shares in the United States, each purchaser thereof will be required to execute and deliver to the Underwriter and its U.S. Affiliate making such sale a QIB Investment Letter substantially in the form attached to the U.S. Placement Memorandum. (k) At the Closing Time, it, together with its U.S. Affiliate selling Offered Shares in the United States, (i) will provide a certificate, in the form of Exhibit I to this Schedule “C”, relating to the manner of the offer and sale of the Offered Shares in the United States, or (ii) be deemed to have represented and warranted to Yamana and Nomad, as of the Closing Time, that it did not and will not offer or sell any of the Offered Shares in the United States. (l) At least two business days prior to the Closing Date it will provide Yamana and Nomad with a list of all purchasers that are QIBs. In connection with the offer and sale in the United States, on a basis exempt from or not subject to registration under the U.S. Securities Act, of common shares (the “Offered Shares”) of Nomad Royalty Company Ltd. (the “Nomad”) by Yamana Gold Inc. (“Yamana”) in the United States pursuant to the Underwriting Agreement dated as of December 7, 2020 among Yamana, Nomad and the Underwriters named therein (the “Underwriting Agreement”), the undersigned together with its United States broker-dealer affiliate (the “U.S. Affiliate”) hereby certify as follows: (i) each undersigned U.S. Affiliate of the undersigned Underwriter who offered or sold Offered Shares in the United States is duly registered as a broker or dealer under the U.S. Securities Exchange Act of 1934, as amended and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc. on the date hereof and on the date of each offer and sale made in the United States; (ii) each offeree that was in the United States was provided with a copy of the U.S. Placement Memorandum for the offering of the Offered Shares in the United States, and no other written material was used in connection with the offer to such offeree, and each purchaser of Offered Shares in the United States, prior to the sale of Offered Shares to such purchaser, was provided with a copy of the U.S. Placement Memorandum; (iii) immediately prior to our offering of the Offered Shares to an offeree that was in the United States (including by delivery of the U.S. Placement Memorandum), we had reasonable grounds to believe and did believe that the offeree was a “Qualified Institutional Buyer” (as defined in Rule 144A (“Rule 144A”) under the U.S. Securities Act (a “QIB”)), acquiring the Offered Shares for its own account or for the account of one or more QIBs with respect to which such offeree exercises investment discretion and took reasonable steps to confirm that such offeree was a QIB, and on the date hereof, we continue to believe that each purchaser of Offered Shares in the United States is a QIB acquiring the Offered Shares for its own account or for the account of one or more QIBs with respect to which such offeree exercises investment discretion; (iv) no form of general solicitation or general advertising (as those terms are used in Regulation D under the U.S. Securities Act) was used by us, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Offered Shares in the United States;

Representations, Warranties and Covenants of the Underwriters. Each Underwriter represents and represents, warrants to and covenants with to the Company Corporation that: (a) It it acknowledges that the Securities and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any United States U.S. state securities laws and the Securities may not be offered and sold only in transactions exempt from or sold tonot subject to the registration requirements of the U.S. Securities Act and state securities laws. It has not offered and sold, and will not offer and sell, any Securities except in an offshore transaction in accordance with Rule 903 of Regulation S or for the account or benefit of, to persons that are in the United States or U.S. Persons, except pursuant are U.S Persons whom it reasonably believes to an exemption be Qualified Institutional Buyers in transactions that are exempt from the registration requirements of the U.S. Securities Act and any applicable United States state securities laws. It has not offered or sold, and will not offer or sell, any Securities except in an Offshore Transaction in accordance with provided by Rule 903 of Regulation S or in the United States to Qualified Institutional Buyers pursuant to Rule 144A or to a limited number of U.S. Institutional Accredited Investors pursuant to Rule 506(b) of Regulation D, which U.S. Institutional Accredited Investors will purchase Securities from the Company in accordance with this Underwriting Agreement. 144A. Accordingly, except with respect to offers and sales to Qualified Institutional Buyers in reliance upon Rule 144A and offers to a limited number of U.S. Institutional Accredited Investors with sales directly by neither the Company pursuant to Rule 506(b) of Regulation D, none of the Underwriter, its U.S. Affiliate, Underwriter nor any of their affiliates or its affiliates, nor any persons 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 Securities to any person in the United States or to any U.S. PersonU.S Persons (other than offers to any Eligible Discretionary Account); (ii) any sale of Securities 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 a U.S Person (and was offered Securities outside the United States), or is an Eligible Discretionary Account, or such Underwriter, U.S. Affiliate, affiliate or person acting on any of its or their behalf reasonably believed that such purchaser was outside the United States and not a U.S. U.S Person. None of the Underwriter, any of their affiliates ; or any person acting on any of their behalf has engaged or will engage in (iii) any Directed Selling Efforts, or has taken or will take any action that would cause Rule 144A, Rule 506(b) of Regulation D or Rule 903 of Regulation S Efforts with respect to be unavailable for offers and sales of the Securities pursuant to this AgreementSecurities; (b) It it and its affiliates, including its U.S. Affiliate, have not, either directly or through a person acting on its or their behalf, solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Securities in the United States by any form of General Solicitation or General Advertising; (c) it has not entered and will not enter into any contractual arrangement with respect to the offer and sale distribution of the Securities, except with its U.S. AffiliateAffiliates, any Selling Firm selling group members or with the prior written consent of the Company; andCorporation; (cd) It it shall require its U.S. Affiliate and each Selling Firm selling group member to agree, for the benefit of the CompanyCorporation, to comply with, and shall use its best efforts to ensure that its U.S. Affiliate and each Selling Firm selling group member complies with, the provisions of this Schedule “A” A applicable to the Underwriter as if such provisions applied to such selling group member; (e) all offers and sales of Securities in the United States shall be made by the Underwriter in accordance with Rule 15a-6 under the U.S. Exchange Act or through its U.S. Affiliate, which on the dates of such offers and sales was and will be duly registered as a broker-dealer under the U.S. Exchange Act and under all applicable state securities laws and a member of, and in good standing with, the Financial Industry Regulatory Authority, in accordance with all applicable United States state and federal securities (including broker-dealer) laws. The Underwriter and its U.S. Affiliate will make all offers and sales of Securities in compliance with all applicable United States federal and state broker-dealer requirements and this Schedule A; (f) its U.S. Affiliate selling the Securities in the United States is a Qualified Institutional Buyer; (g) it will solicit (and will cause its U.S. Affiliate to solicit) offers for the Securities in the United States and from U.S Persons only from, and will offer the Securities only to, persons whom it reasonably believes to be, Qualified Institutional Buyers, in accordance with Rule 144A, and shall require each purchaser that is in the United States, is a U.S Person or is purchasing the Securities on behalf of a person the United States or U.S Person to complete a Qualified Institutional Buyer Investment Letter in the form attached as an exhibit to the U.S Placement Memorandum. (h) it will inform (and will cause its U.S. Affiliate to inform) all purchasers of the Securities that are in the United States or are U.S Personsthat were offered Securities in the United States (except for Eligible Discretionary Accounts) that the Securities have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such Selling Firmpurchasers without registration in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A; (i) any offer, sale or solicitation of an offer to buy Securities that has been made or will be made in the United States was or will be made only to persons whom it reasonably believes to be Qualified Institutional Buyers in transactions that are exempt from registration under applicable state securities laws; (j) at Closing it, together with its U.S. Affiliate offering or selling Securities in the United States or to U.S Persons, will provide a certificate, substantially in the form of Exhibit I to this Schedule A, relating to the manner of the offer and sale of the Securities in the United States, or will be deemed to have represented that neither it nor its U.S. Affiliate offered or sold Securities in the United States or to U.S Persons; (k) each offeree in the United States shall be provided, prior to time of such offeree’s purchase of any Securities, with a copy of the preliminary and final U.S. private placement offering memorandum (which shall include the Canadian preliminary and final prospectus, respectively) (the “U.S. Placement Memorandum”) and no other written material shall be used in connection with the offer or sale of the Securities in the United States. The preliminary and final U.S. Placement Memorandum shall be in form and substance satisfactory to the Corporation.

Representations, Warranties and Covenants of the Underwriters. Each Underwriter represents and warrants to and covenants with the Company that: (a) It acknowledges The Underwriters acknowledge that the Securities and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any United States applicable state securities laws and the Securities may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Personssold, except pursuant to in accordance with an exemption or exclusion from the registration requirements of the U.S. Securities Act and any applicable United States state securities laws. It Accordingly, each Underwriter represents, warrants and covenants to and with the Corporation, severally and not jointly, that: 1. The Underwriter has not offered or and sold, and will not offer or and sell, any Securities except the Units only in an Offshore Transaction offshore transaction in accordance with Rule 903 of Regulation S or as provided in the United States to Qualified Institutional Buyers pursuant to Rule 144A or to a limited number of U.S. Institutional Accredited Investors pursuant to Rule 506(b) of Regulation D, which U.S. Institutional Accredited Investors will purchase Securities from the Company in accordance with this Underwriting Agreementparagraphs 2 through 12 below. Accordingly, except with respect to offers and sales to Qualified Institutional Buyers in reliance upon Rule 144A and offers to a limited number of U.S. Institutional Accredited Investors with sales directly by the Company pursuant to Rule 506(b) of Regulation D, none of neither the Underwriter, its U.S. Affiliate, nor any of their its affiliates or nor any persons acting on any of its or their behalf, has made or will make (iexcept as permitted in paragraphs 2 through 12 below): (a) any offer to sell or any solicitation of an offer to buy, any Securities Units to or for the benefit of any person in the United States or any U.S. Person; States; (iib) any sale of Securities 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 a U.S Person States, or such Underwriter, U.S. Affiliate, affiliate the Underwriter or person affiliates or persons acting on any of their its behalf reasonably believed believe that such purchaser was outside the United States; or (c) any Directed Selling Efforts in the United States with respect to the Securities. 2. Any offer, sale or solicitation of an offer to buy the Units that has been made or will be made to persons in the United States (collectively, “U.S. Placees”) was or will be made only: (a) to Institutional Accredited Investors that are offered the Units for sale by the Corporation in transactions that are exempt from registration pursuant to Rule 506 of Regulation D and exempt from registration under all applicable state securities laws; or (b) to Qualified Institutional Buyers that are offered the Units for resale by the Underwriters in transactions that are exempt from registration pursuant to Rule 144A and exempt from registration under all applicable state securities laws. 3. The U.S. Placement Agent is registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and in each state in which offers or sales of the Units have been made (unless exempted from the respective state’s broker-dealer registration requirements) and is a member of and in good standing with, the National Association of Securities Dealers, Inc. All offers and sales of Units to U.S. Placees have been or will be made by the U.S. Placement Agent in accordance with applicable U.S. federal and state broker-dealer requirements. 4. The Underwriters or their U.S. Placement Agent (i) will provide each U.S. Placee to which they make an offer to buy or a solicitation of an offer to purchase Units a copy of the Preliminary Prospectus or the Final Prospectus, together with the applicable Wrap, (ii) will provide each U.S. Placee purchasing Units from them with a copy of the Final Prospectus, together with the final Wrap, prior to such U.S. Placee’s purchase of Units, and (iii) will not use any other written material in connection with the offer or sale of Units to U.S. Placees. 5. Immediately prior to any offer or sale of the Units to a U.S. PersonPlacee, the Underwriters and the U.S. Placement Agent had or will have reasonable grounds to believe and did or will believe that each such U.S. Placee was either: (a) an Institutional Accredited Investor acting for its own account or for the account of another Institutional Accredited Investor for which it was exercising sole investment discretion, in the case of Units offered for sale by the Corporation; or (b) a Qualified Institutional Buyer acting for its own account or for the account of another Qualified Institutional Buyer for which it was exercising sole investment discretion, in the case of Units offered for resale by the Underwriters. 6. None of the UnderwriterUnderwriters, any of their affiliates or any person acting on any of its or their behalf has engaged used or will engage use any form of general solicitation or general advertising (as those terms are used in Regulation D), with respect to offers or sales of the Units in the United States, including advertisements, articles, notices or other communications published in any Directed Selling Effortsnewspaper, magazine, or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, or has taken offered or will take offer to sell the Units in any action that would cause Rule 144A, Rule 506(bmanner involving a public offering in the United States within the meaning of Section 4(2) of Regulation D or Rule 903 of Regulation S to be unavailable for offers and sales the U.S. Securities Act. 7. None of the Securities pursuant to this Agreement; (b) It Underwriters has not entered and will not enter into any contractual arrangement with respect to the offer and sale distribution of the Securities, Units except with its U.S. Affiliateaffiliates, any Selling Firm selling group members or with the prior written consent of the Company; and (c) It Corporation. Each Underwriter, as applicable, shall require its U.S. Affiliate and cause each Selling Firm affiliate or selling group member participating in the distribution of the Units to agree, for the benefit of the CompanyCorporation, to comply with, and shall use its best efforts to ensure that its U.S. Affiliate and each Selling Firm complies with, the same provisions of contained in this Schedule “A” as apply to the Underwriters as if such provisions applied to such persons. 8. All purchasers of Units that are U.S. Affiliate Placees shall be informed that the Units have not been and will not be registered under the U.S. Securities Act and the Units are being offered and sold to such Selling Firm;U.S. Placees in reliance upon an exemption from the registration requirements of the U.S. Securities Act provided by Rule 506 of Regulation D or Rule 144A, as applicable. 9. Prior to completion of any sale of Units to U.S. Placees, each U.S. Placee will be required to complete and execute: (a) a subscription agreement in the form or forms consented to by the Corporation and the Underwriters and attached to the final Wrap (a “U.S. Subscription Agreement”), in the case of Units sold by the Corporation to U.S. Placees pursuant to Rule 506 of Regulation D; or (b) a purchase agreement in the form or forms consented to by the Corporation and the Underwriters and attached to the final Wrap (a “U.S. Purchase Agreement”), in the case of Units sold by the Underwriters to U.S. Placees pursuant to Rule 144A. 10. At least one business day prior to the Closing Date or the Additional Closing Date, as applicable, it shall provide the Corporation with a list of all U.S. Placees to which it has sold Units pursuant to this Schedule “A” and a copy of each Purchase Agreement and each Subscription Agreement executed by a U.S. Placee. 11. At each Closing, the Underwriters will either (i) together with the U.S. Placement Agent, deliver to the Corporation a certificate substantially in the form of Exhibit 1 to this Schedule “A”, relating to the manner of the offer and sale of the Units to U.S. Placees, or (ii) be deemed to represent and warrant to the Corporation, as at the date of Closing, that neither the Underwriters nor their U.S. Placement Agent has made any offers or sales of the Units to U.S. Placees. 12. None of the Underwriters, their affiliates or any person acting on its or 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 Units.