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

Representations, Warranties and Covenants of the Underwriters. The Underwriters hereby represent, warrant and covenant to the Company, and acknowledge that the Company is relying upon such representations and warranties, that: (a) the Underwriters are valid and subsisting corporations under the laws of the jurisdictions in which they were respectively incorporated, continued or amalgamated and have good and sufficient right and authority to enter into this Agreement and complete the transactions under this Agreement on the terms and conditions set forth herein; (b) during the period of distribution of the Offered Shares by or through the Underwriters, the Underwriters will offer and sell the Offered Shares only in the Selling Jurisdictions where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus and this Agreement either directly or through other selling group members; (c) they will comply with applicable Securities Laws in connection with the offer and sale and distribution of the Offered Shares; (d) they will not directly or indirectly, solicit, offer to purchase or sell the Offered Shares or deliver any Offering Document to purchasers in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document or would result in the Company having any reporting or other obligation in such jurisdiction, including, without limitation, the United States, and each Underwriter shall ensure that each selling group member will comply with the provisions of this Section 6; (e) they shall not provide to prospective Purchasers any document or other material that would constitute an “offering memorandum” within the meaning of Canadian Securities Laws; (f) upon the Company obtaining the necessary receipt or deemed receipt in each of the Qualifying Jurisdictions pursuant to the Passport System and NI 44-101, they shall deliver one copy of each of the Offering Documents, as applicable, to each of the Purchasers; (g) they will not make use of any “greensheet” or marketing materials in respect of the Company and the Offering, other than the Marketing Materials, without the prior written approval of the Company; (h) they will not make any representations or warranties with respect to the Company, or Common Shares other than as set forth in this Agreement, the Offering Documents or otherwise without the prior written approval of the Company; and (i) they will use commercially reasonable efforts to complete the distribution of the Offered Shares as promptly as possible after the Closing Time. The Lead Underwriter will notify the Company when the Underwriters have ceased the distribution of the Offered Shares, and, within thirty (30) days after the Closing Date, will provide the Company, in writing, with a breakdown of the number of Offered Shares distributed (i) in each of the Qualifying Jurisdictions, and (ii) in any other Selling Jurisdictions. It is agreed that no Underwriter will be liable for any act, omission, default or conduct by any other Underwriter under the foregoing Section 6. Further, no Underwriter will be liable to the Company under this section with respect to a violation by another Underwriter of the provisions of this section if the former Underwriter is not itself also in violation.

Representations, Warranties and Covenants of the Underwriters. The Underwriters Each Underwriter hereby representrepresents, warrant warrants, covenants and covenant to the Companyagrees, separately and acknowledge that the Company is relying upon such representations not jointly, on behalf of itself and warranties, its U.S. Affiliate that: 1. It acknowledges that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold within the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and U.S. state securities laws. It and its U.S. Affiliate have not offered or sold, and will not offer or sell, any Offered Securities forming part of its allotment except (a) the Underwriters are valid and subsisting corporations under the laws in an offshore transaction in accordance with Rule 903 of the jurisdictions in which they were respectively incorporated, continued Regulation S or amalgamated and have good and sufficient right and authority to enter into this Agreement and complete the transactions under this Agreement on the terms and conditions set forth herein; (b) during in the period of United States to Qualified Institutional Buyers in accordance with Rule 144A as provided in paragraphs 3 through 7 below. Neither the Underwriter, its U.S. Affiliate, nor any person acting on its or their behalf, has made or will make any Directed Selling Efforts in the United States with respect to the Offered Securities. 2. It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Shares by Securities, except with its U.S. Affiliates, any Selling Firm or with the prior written consent of the Corporation. It shall require each of its U.S. Affiliates and each Selling Firm to agree, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that each of its U.S. Affiliates and each Selling Firm complies with, the same provisions of this Schedule as apply to such Underwriter as if such provisions applied to such U.S. Affiliates and Selling Firm. 3. All offers and sales of Offered Securities in the United States shall be made through the UnderwritersUnderwriter’s U.S. Affiliates in compliance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliates are, and shall be on the Underwriters will offer and sell the Offered Shares only in the Selling Jurisdictions where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus and this Agreement either directly or through other selling group members; (c) they will comply with applicable Securities Laws in connection with the date of each offer and sale and distribution of Offered Securities, Qualified Institutional Buyers, duly registered brokers or dealers with the SEC pursuant to Section 15 of the U.S. Exchange Act, and members in good standing with the Financial Industry Regulatory Authority. 4. Offers and sales of Offered Shares;Securities in the United States by the Underwriter or its U.S. Affiliates 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. (d) they will not directly or indirectly, solicit, offer 5. Offers to purchase or sell and solicitations of offers to buy the Offered Shares or deliver any Offering Document Securities shall be made in accordance with Rule 144A only to purchasers persons reasonably believed to be Qualified Institutional Buyers and in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing compliance with applicable state securities laws of a prospectus, registration statement, offering memorandum or similar document or would result in the Company having any reporting or other obligation in such jurisdiction, including, without limitation, the United States, and such persons shall each Underwriter shall ensure be deemed to have represented and agreed as provided in the U.S. Private Placement Memorandum. Immediately prior to making any offer, the Underwriter, together with its U.S. Affiliates, had reasonable grounds to believe and did believe that each selling group member will comply with offeree was a Qualified Institutional Buyer, and, on the provisions of this Section 6; (e) they shall not provide to prospective Purchasers any document or other material that would constitute an “offering memorandum” within the meaning of Canadian Securities Laws; (f) upon the Company obtaining the necessary receipt or deemed receipt in each of the Qualifying Jurisdictions pursuant to the Passport System and NI 44-101, they shall deliver one copy of each of the Offering Documents, as applicable, to each of the Purchasers; (g) they will not make use of any “greensheet” or marketing materials in respect of the Company and the Offering, other than the Marketing Materials, without the prior written approval of the Company; (h) they will not make any representations or warranties with respect to the Company, or Common Shares other than as set forth in this Agreementdate hereof, the Offering Documents or otherwise without Underwriter, together with its U.S. Affiliates, continues to believe that each purchaser in the prior written approval United States of the Company; andOffered Securities is a Qualified Institutional Buyer. (i) they will use commercially reasonable efforts to complete the distribution 6. All purchasers of the Offered Shares as promptly as possible after Securities in the Closing TimeUnited States purchasing Offered Securities pursuant to Rule 144A or another exemption under the U.S. Securities Act shall be informed by the Underwriter, or its U.S. Affiliate, that the Offered 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 an exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A or another exemption thereunder and similar exemptions under state securities laws. 7. The Lead Each offeree in the United States has been or shall be provided by the Underwriter through its U.S. Affiliate with a U.S. Private Placement Memorandum and each purchaser will notify have received prior to the Company when time of purchase of any Offered Securities the final U.S. Private Placement Memorandum, and the Underwriters have ceased not used any other written materials. The U.S. Private Placement Memorandum shall be in a form mutually satisfactory to the distribution Corporation and the Underwriters. 8. At closing, the Underwriters, together with their U.S. Affiliates selling Offered Securities in the United States, 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 Offered SharesSecurities in the United States, and, within thirty or will be deemed to have represented that they did not offer or sell Offered Securities in the United States. 9. At least one (301) days after business day prior to the Closing Date, the Underwriters will provide the Company, in writing, transfer agent of the Corporation with a breakdown list of all U.S. persons who purchased the Offered Securities, together with their addresses (including state of residence), the number of Offered Shares distributed (i) in each Securities purchased and the registration and delivery instructions for the Offered Securities. 10. Neither such Underwriter, nor any of the Qualifying Jurisdictionsits affiliates, and (ii) in have taken or will take any other Selling Jurisdictions. It is agreed action that no Underwriter will be liable for any act, omission, default or conduct by any other Underwriter would constitute a violation of Regulation M under the foregoing Section 6U.S. Exchange Act. 11. Further, no Such Underwriter understands that all Offered Securities sold in the United States as part of this offering will be liable bear a legend to the Company under this section with respect to a violation by another Underwriter of effect contained in the provisions of this section if the former Underwriter is not itself also in violationU.S. Private Placement Memorandum.

Representations, Warranties and Covenants of the Underwriters. The Underwriters hereby representEach Underwriter and U.S. Affiliate jointly and not severally (but not jointly with any other Underwriter or its respective U.S. Affiliate), warrant acknowledges, represents, warrants and covenant covenants to the Company, and acknowledge that the Company is relying upon such representations and warranties, that: (a) the sale of the Securities in the United States will be made only by the Underwriters or their respective U.S. Affiliates, acting as agents, pursuant to Rule 144A to persons who are, or are valid and subsisting corporations under the reasonably believed by them to be, Qualified Institutional Buyers, in compliance with any applicable state securities laws of the jurisdictions in which they were respectively incorporatedUnited States and such purchaser shall have made the representations, continued or amalgamated warranties and have good and sufficient right and authority to enter into this Agreement and complete the transactions under this Agreement on the terms and conditions agreements set forth hereinin the QIB Certificate; (b) during the period of distribution 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 Offered Shares by or through the Underwriters1933 Act and applicable state securities laws. It has not offered and sold, and will not offer and sell, any Securities except to persons it reasonably believes to be Qualified Institutional Buyers and it has not arranged for, and will not arrange for, the Underwriters will offer and sell sale by the Offered Shares only in the Selling Jurisdictions where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus and this Agreement either directly or through other selling group membersCompany of any Securities; (c) they 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 comply with applicable Securities Laws in connection with the not solicit offers for, and have not offered to sell and will not offer and sale and distribution to sell, any of the Offered SharesSecurities 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; (d) they it has not entered and will not directly enter into any contractual arrangement with respect to the distribution of the Securities, except with its U.S. Affiliate, any selling group members or indirectlywith the prior written consent of the Company; (e) it shall require each selling group member to agree, solicitfor the benefit of the Company, offer to purchase or sell the Offered Shares or deliver any Offering Document to purchasers in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document or would result in the Company having any reporting or other obligation in such jurisdiction, including, without limitation, the United Statescomply with, and each Underwriter shall use its commercially reasonable efforts to ensure that each selling group member will comply with complies with, the provisions of this Section 6; (e) they shall not provide Schedule A applicable to prospective Purchasers any document or other material that would constitute an “offering memorandum” within the meaning of Canadian Securities LawsUnderwriter as if such provisions applied to such selling group member; (f) upon the Company obtaining the necessary receipt or deemed receipt in each all offers and sales of the Qualifying Jurisdictions 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 Passport System U.S. Exchange Act in accordance with all applicable broker- dealer laws and NI 44-101, they shall deliver one copy of each of the Offering Documents, as applicable, to each of the Purchasersin compliance with this Schedule A; (g) they will not make use of any “greensheet” or marketing materials each U.S. Affiliate offering the Securities to Qualified Institutional Buyers pursuant to Rule 144A in respect of the Company and the Offering, other than the Marketing Materials, without the prior written approval of the CompanyUnited States is a Qualified Institutional Buyer; (h) it will solicit (and will cause its U.S. Affiliate to solicit, as applicable) offers for the Securities in the United States 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; (i) it will inform (and will cause its U.S. Affiliate to inform, as applicable) all purchasers of the Securities in the United States or who were offered Shares in the United States that the Securities have not been and will not make any representations 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 similar exemptions from applicable state securities laws, as applicable, and that the Securities are “restricted securities” and may not be exercised, offered, sold, pledged or warranties 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 respect to the Company, or Common Shares other than as restrictions set forth in this Agreementthe documents and agreements governing such securities; (j) prior to the Closing Time, the Offering Documents or otherwise without the prior written approval of the Companyit will deliver a duly completed and executed QIB Certificate from each purchaser purchasing as a Qualified Institutional Buyer pursuant to Rule 144A; and (ik) they at Closing, it and its U.S. Affiliates will use commercially reasonable efforts to complete the distribution of the Offered Shares as promptly as possible after the Closing Time. The Lead Underwriter will notify the Company when the Underwriters have ceased the distribution of the Offered Shares, and, within thirty (30) days after the Closing Date, will provide the Company, in writing, with a breakdown of the number of Offered Shares distributed either (i) provide a certificate, substantially in each the form of the Qualifying JurisdictionsAnnex 1 to this Schedule A, and or (ii) in any other Selling Jurisdictions. It is agreed that no Underwriter will be liable for any act, omission, default or conduct by any other Underwriter under the foregoing Section 6. Further, no Underwriter will be liable deemed to have represented and warranted to the Company under this section with respect to a violation by another Underwriter as of the provisions of this section if Closing Time that neither it nor they offered or sold any Securities in the former Underwriter is not itself also in violationUnited States.

Representations, Warranties and Covenants of the Underwriters. The Underwriters hereby representEach Underwriter, warrant on behalf of itself and covenant its U.S. Affiliate, represents, warrants and covenants, to the Company, and acknowledge that the Company is relying upon such representations and warranties, Corporation that: (a) its U.S. Affiliate selling the Underwriters are valid and subsisting corporations under Offered Shares in the laws of the jurisdictions in which they were respectively incorporated, continued or amalgamated and have good and sufficient right and authority to enter into this Agreement and complete the transactions under this Agreement on the terms and conditions set forth hereinUnited States is a Qualified Institutional Buyer; (b) during it acknowledges, on behalf of itself and its U.S. Affiliate, that the period Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States (other than to Eligible Discretionary Accounts) except pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A. Accordingly, it has not offered and sold, and will not offer and sell, any Offered Shares except: (A) in an Offshore Transaction in accordance with Rule 903 of Regulation S; or (B) in the United States to Qualified Institutional Buyers in transactions that are exempt from the registration requirements of the U.S. Securities Act provided by Rule 144A; (c) it and its affiliates, including its U.S. Affiliate, have not, either directly or through a person acting on its or their behalf, engaged and will not engage in any form of General Solicitation or General Advertising or any other conduct involving a public offering (within the meaning of Section 4(2) under the U.S. Securities Act) in connection with its offers or sales of the Offered Shares in the United States; (d) it has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Shares by Shares, except with its U.S. Affiliate, any selling group members or through with the Underwritersprior written consent of the Corporation; (e) it shall require each selling group member to agree, for the benefit of the Corporation, to comply with, and shall ensure that each selling group member complies with, the provisions of this Schedule A applicable to the Underwriters as if such provisions applied to such selling group member; (f) all offers and sales of Offered Shares in the United States shall be made by the Underwriters solely 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 U.S. Affiliate will make all offers and sales of Offered Shares in compliance with all applicable United States federal and state broker-dealer requirements (including those applicable self-regulatory authorities) and this Schedule A; (g) it will solicit (and will cause its U.S. Affiliate to solicit) offers for the Offered Shares in the United States only from, and will offer and sell the Offered Shares only to persons whom it and its U.S. Affiliate reasonably believe to be Qualified Institutional Buyers in accordance with Rule 144A, who are acquiring the Offered Shares for their own account or for the account of a Qualified Institutional Buyer, with respect to which it exercises sole investment discretion, each of whom in purchasing Offered Shares will be deemed to have made the representations, warranties and agreements contained in the Selling Jurisdictions where U.S. Placement Memorandum (as defined below) to the extent they are applicable to the purchaser concerned; (h) all Offered Shares sold to Qualified Institutional Buyers will be purchased by the Underwriter from the Corporation and resold pursuant to Rule 144A; (i) it will inform (and will cause its U.S. Affiliate to inform) all purchasers of the Offered Shares in the United States or who were offered Offered Shares in the United States (except for Eligible Discretionary Accounts) 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 without registration in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A; (j) at Closing it, together with its U.S. Affiliate offering or selling Offered Shares in the United States, 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 Offered Shares in the United States; (k) the Underwriters and its U.S. Affiliate acknowledge that until 40 days after the commencement of the offering of the Offered Shares, an offer or sale of the Offered Shares within the United States by any dealer (whether or not participating in this offering) may lawfully 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; (l) none of the Underwriters, U.S. Affiliates nor any person acting on its or 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 Shares contemplated hereby; (m) offers to sell and solicitations of offers to buy the Offered Shares in the United States shall be made pursuant to and in accordance with exemptions from the registration or qualification requirements of all applicable state securities (“Blue Sky”) laws; (n) at least one business day prior to the Closing Date, it shall cause its U.S. Affiliate to provide the transfer agent for the Corporation with a list of all purchasers and states of residence of the Offered Shares in the United States and to provide the Corporation with a U.S. Purchaser’s Letter completed and executed by each purchaser of Offered Shares in the United States; and (o) prior to confirming the sale of any Offered Shares to purchasers in the United States and purchasers who were offered the Offered Shares in the United States, the Underwriters will, through the U.S. Affiliates, provide to such purchaser a copy of the preliminary and final U.S. Placement Memorandum and no other written material shall be used in connection with the offer or sale of the Offered Shares in the United States. The preliminary and final U.S. Placement Memorandum shall be in form and substance mutually satisfactory to the Corporation and the Underwriters; and (p) it agrees that it will not complete the sale of any Offered Shares to any purchaser within the United States or (other than an Eligible Discretionary Account that is acquiring the Offered Shares in an offshore transaction within the meaning of Regulation S) who was offered the Offered Shares in the United States, unless it has received, and provided to the Corporation, an executed qualified institutional buyer investor letter in the form attached to the U.S. Placement Memorandum. In connection with the offer and sale, under Rule 144A, of common shares (the “Offered Shares”) of Enthusiast Gaming Holdings Inc. (the “Corporation”) in the United States pursuant to the Underwriting Agreement dated as of August 12, 2020 among the Corporation and the Underwriters (the “Underwriting Agreement”), the undersigned _____________________________________________________________ (the “Underwriter”) and __________________________________, in its capacity as placement agent in the United States for sale upon the Underwriter (the “U.S. Affiliate”), each hereby certifies that: (a) the U.S. Affiliate is a duly registered broker or dealer with the Financial Industry Regulatory Authority (“FINRA”) and the United States Securities and Exchange Commission (the “SEC”) and under all applicable state securities laws and is in good standing with FINRA and the SEC and any applicable state securities authorities on the date hereof; (b) all offers and sales of the Offered Shares in the United States have been conducted by us in compliance with all applicable United States federal and state broker-dealer requirements and with the terms and conditions set forth in of the Prospectus and this Agreement either directly or through other selling group membersUnderwriting Agreement, including Schedule A thereto; (c) they will comply with applicable Securities Laws we provided each offeree in the United States, prior to time of such offeree’s purchase of any Offered Shares, a copy of the preliminary and final U.S. Placement Memorandum and no other written material was used by us in connection with the offer and or sale and distribution of the Offered SharesShares in the United States; (d) they will not directly or indirectly, solicit, offer immediately prior to purchase or sell our transmitting the Offered Shares or deliver any Offering Document preliminary U.S. Placement Memorandum to purchasers offerees in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document or would result in the Company having any reporting or other obligation in such jurisdiction, including, without limitation, the United States, we had reasonable grounds to believe and each Underwriter shall ensure did believe that each selling group member will comply with such offeree was a Qualified Institutional Buyer and, on the provisions date hereof, we continue to believe that each purchaser of this Section 6Offered Shares in the United States or who was offered Offered Shares in the United States is a Qualified Institutional Buyer; (e) they shall not provide to prospective Purchasers any document no form of General Solicitation or other material that would constitute an “offering memorandum” within General Advertising was used by us in connection with the meaning offer or sale of Canadian Securities Lawsthe Offered Shares in the United States; (f) upon prior to any sale of Offered Shares in the Company obtaining United States, we caused each purchaser in the necessary receipt or deemed receipt United States to execute a U.S. Purchaser’s Letter in each of the Qualifying Jurisdictions pursuant form attached to the Passport System and NI 44-101, they shall deliver one copy of each of the Offering Documents, as applicable, to each of the PurchasersU.S. Placement Memorandum; (g) they will not make use of any “greensheet” or marketing materials in respect this offering of the Company and Offered Shares in the Offering, other than United States has been conducted by us in accordance with the Marketing Materials, without the prior written approval terms of the Company;Underwriting Agreement, including Schedule A thereto; and (h) they all purchasers of the Offered Shares in the United States or who were offered Offered Shares in the United States (except for Eligible Discretionary Accounts) have been informed that the Offered Shares have not been and will not make any representations be registered under the U.S. Securities Act and are being offered and sold to such purchasers without registration in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A. Terms used in this certificate have the meanings given to them in the Underwriting Agreement unless otherwise defined herein. DATED this day of , 2020. By: By: Name: Name: Title: Title: Canaccord Genuity Corp. 100 Xxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxx X0X 4A6Attention: Mxxxxxx Xxxxx Ladies and Gentlemen: Re: Enthusiast Gaming Holdings Inc. (the “Corporation”) The undersigned understands that Canaccord Genuity Corp., Paradigm Capital Inc. and Hxxxxxx Securities Inc. (collectively, the “Underwriters”) have entered into an underwriting agreement (the “Underwriting Agreement”) dated August 12, 2020 with the Corporation providing for the public offering (the “Offering”) 10,000,000 Firm Offered Shares and up to 1,500,000 Over- Allotment Offered Shares (collectively, the “Offered Shares”). The proceeds of the Offering will be used to finance an acquisition transaction of the Corporation (the “Acquisition”) as described in and contemplated by the preliminary short form prospectus, dated August 12, 2020, filed by the Corporation with the securities commissions or warranties securities regulatory authorities in each of the provinces of Canada (other than Quebec) for the purposes of the Offering. The undersigned understands that it is a condition of the completion of the Offering that certain individuals enter into an agreement in the form of this letter. The undersigned acknowledges that the Underwriters are relying on the covenants of the undersigned contained in this letter in having decided to participate in the Offering and to enter into the Underwriting Agreement with respect to the CompanyOffering. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Underwriting Agreement. In consideration of the foregoing, or Common Shares and for other than as set forth in this Agreementgood and valuable consideration, the Offering Documents or otherwise without the prior written approval receipt and sufficiency of which are hereby acknowledged, subject to closing of the Company; and Offering on August 31, 2020 or such other date as the Corporation and the Underwriters may agree upon in writing (i) they will use commercially reasonable efforts to complete the distribution “Closing Date”), but in any event not be later than the date that is 42 days from the date of the Offered Shares as promptly as possible after receipt for the Closing Time. The Lead Underwriter will notify final short form prospectus, the Company when undersigned hereby agrees that, during the Underwriters have ceased period beginning on the distribution date of this letter and ending on the Offered Shares, and, within thirty (30) day that is 90 days after the Closing Date, the undersigned will provide not, and will ensure that any of its associates (within the Companymeaning of such term under the Securities Act (Ontario)) will not, directly or indirectly, without the prior written consent of the Underwriters (such consent not to be unreasonably withheld): (a) sell, offer, grant any option, right or warrant for the sale of, or otherwise lend, transfer, assign or dispose of (including, without limitation, by making any short sale, engaging in any hedging, monetization or derivative transaction or entering into any swap or other arrangement that transfers to another, in writingwhole or in part, with a breakdown any of the number economic consequences of Offered ownership of securities of the Corporation or securities convertible into, exchangeable for, or otherwise exercisable into common shares of the Corporation (“Common Shares”) or other securities of the Corporation, whether or not cash settled), any securities of the Corporation or securities convertible into, exchangeable for, or otherwise exercisable into Common Shares distributed or other securities of the Corporation; (b) secure or pledge any securities of the Corporation or securities convertible into, exchangeable for, or otherwise exercisable into Common Shares or other securities of the Corporation; or (c) agree to or announce any intention to do any of the foregoing things, other than (i) in each pursuant to a take- over bid or any similar transaction made generally to all shareholders of the Qualifying JurisdictionsCorporation, a formal issuer bid made in accordance with Canadian securities laws, or a court -approved arrangement made to all holders of Common Shares; and (ii) by way of pledge or security interest, provided that the pledgee or beneficiary of the security interest agrees in writing with the Underwriters to be bound by this agreement for the remainder of its term. The foregoing restrictions will not apply to any transfers of Common Shares or securities convertible or exchangeable into Common Shares acquired on the secondary market after the completion of the Offering. This agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this agreement. This agreement is irrevocable and will be binding on the undersigned and its successors, heirs, personal representatives and assigns, and will enure to the benefit of the Underwriters and their legal representatives, successors and assigns. This agreement may be executed in any other Selling Jurisdictionsnumber of counterparts, each of which when delivered, either in original or facsimile form, shall be deemed to be an original and all of which together shall constitute one and the same document. It is agreed that no Underwriter will be liable for any actDATED as of , omission, default or conduct by any other Underwriter under the foregoing Section 62020. Further, no Underwriter will be liable Subsidiary Jurisdiction of Incorporation Percentage of Votes attached to the Company under this section with respect to a violation by another Underwriter of the provisions of this section if the former Underwriter is not itself also in violation.all Voting Securities Aquilini GameCo Inc. Canada 100% (direct) Enthusiast Gaming Properties Inc. Canada 100% (direct) Luminosity Gaming Inc. Canada 100% (indirect) Luminosity Gaming (USA) LLC USA 100% (indirect) Enthusiast Gaming Inc. Canada 100% (indirect) Enthusiast Gaming Live Inc. Canada 100% (indirect) Enthusiast Gaming Media Inc. Canada 100% (indirect) Enthusiast Gaming Media (US) Inc. USA 100% (indirect) Enthusiast Gaming Media Holdings Inc. Canada 100% (indirect) Enthusiast Gaming Media II Holdings Inc. Canada 100% (indirect) Enthusiast Gaming Media III Holdings Inc. Canada 100% (indirect) Enthusiast Gaming (TSR) Inc. Canada 100% (indirect) Enthusiast Gaming TSR Sweden AB Sweden 100% (indirect) Hexagon Gaming Corp. Canada 100% (indirect) Enthusiast Gaming (PG) Inc. Canada 100% (indirect) Steel Media Limited England and Wales 100% (indirect) GameCo eSports USA Inc. USA 100% (indirect) 1. Axxxxx Xxxxxxxxxx 2. Mxxxxxx Xxxxxxxxxx 3. Sxxxxxx Xxxxx

Representations, Warranties and Covenants of the Underwriters. The Underwriters hereby representEach Underwriter represents, warrant warrants and covenant covenants to the Company, and acknowledge that the Company is relying upon will cause its U.S. Affiliates to comply with such representations representations, warranties and warrantiescovenants, that: (a) it acknowledges that the Underwriters are valid Offered Units have not been and subsisting corporations will not be registered under the U.S. Securities 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 jurisdictions U.S. Securities Act and state securities laws. It has not offered and sold, and will not offer and sell, any Offered Units except in which they were respectively incorporatedan offshore transaction in accordance with Rule 903 of Regulation S, continued to persons that are in the United States or amalgamated and have good and sufficient right and authority are U.S. Persons whom it reasonably believes to enter into this Agreement and complete be Qualified Institutional Buyers in transactions that are exempt from the transactions under this Agreement registration requirements of the U.S. Securities Act provided by Rule 144A, or offers or behalf of the Company for sales directly by the Company to Substituted Purchasers it reasonably believes are U.S. Accredited Investors in reliance on the terms exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D under the U.S. Securities Act, in each case in compliance with applicable state securities laws and conditions set forth this Schedule “A”. Accordingly, neither the Underwriter nor any of its Affiliates, nor any persons acting on their behalf, has made or will make (except as permitted herein) (i) any offer to sell or any solicitation of an offer to buy, any Offered Units to any person in the United States or to or for the account or benefit of any U.S. Persons (other than offers to any Eligible Discretionary Account); (ii) any sale of Offered Units to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States and not a U.S. Person (and was offered Offered Units outside the United States), or is an Eligible Discretionary Account, or such Underwriter, affiliate or person acting on its or their behalf reasonably believed that such purchaser was outside the United States and not a U.S. Person; or (iii) any Directed Selling Efforts with respect to the Offered Units; (b) during the period of distribution of the Offered Shares by or through the Underwritersit and its affiliates, the Underwriters will offer and sell the Offered Shares only in the Selling Jurisdictions where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus and this Agreement including its U.S. Affiliate, have not, either directly or through other selling group membersa 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 Units 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; (c) they it has not entered and will comply not enter into any contractual arrangement with applicable Securities Laws in connection with respect to the offer and sale and distribution of the Offered Shares; (d) they will not directly or indirectlyUnits, solicitexcept with its U.S. Affiliates, offer to purchase or sell the Offered Shares or deliver any Offering Document to purchasers in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document or would result in the Company having any reporting or other obligation in such jurisdiction, including, without limitation, the United States, and each Underwriter shall ensure that each selling group member will comply members or with the provisions of this Section 6; (e) they shall not provide to prospective Purchasers any document or other material that would constitute an “offering memorandum” within the meaning of Canadian Securities Laws; (f) upon the Company obtaining the necessary receipt or deemed receipt in each of the Qualifying Jurisdictions pursuant to the Passport System and NI 44-101, they shall deliver one copy of each of the Offering Documents, as applicable, to each of the Purchasers; (g) they will not make use of any “greensheet” or marketing materials in respect of the Company and the Offering, other than the Marketing Materials, without the prior written approval consent of the Company; (d) it shall require each U.S. Affiliate and selling group member to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that each U.S. Affiliate and selling group member complies with, the provisions of this Schedule “A” applicable to the Underwriter as if such provisions applied to such U.S. Affiliate or selling group member; (e) all offers and sales of Offered Units 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 Offered Units 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 Offered Units (including broker-dealer) laws. The Underwriter and its U.S. Affiliate will make all offers and sales of Offered Units in compliance with all applicable United States federal and state broker-dealer requirements and this Schedule “A”; (f) its U.S. Affiliate selling the Offered Units 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 Offered Units in the United States and from U.S. Persons only from, and will offer the Offered Units only to, (i) persons whom it reasonably believes to be, Qualified Institutional Buyers, in accordance with Rule 144A, and shall require each such purchaser that is in the United States, is a U.S. Person or is purchasing the Offered Units on behalf of a person the United States or U.S. Person to complete a Subscription Agreement including the Qualified Institutional Buyer investment letter substantially in the form attached as Schedule C – Annex 2 to the Subscription Agreement or (ii) Substituted Purchasers who are reasonably believed by the Underwriter or its U.S. Affiliate to be U.S. Accredited Investors in accordance with Rule 506(b) of Regulation D under the U.S. Securities Act, and shall require each such purchaser that is in the United States, is a U.S. Person or is purchasing the Offered Units on behalf of a person the United States or U.S. Person to complete a Subscription Agreement including the U.S. Accredited Investor Certificate substantially in the form attached as Schedule C – Annex 1 to the Subscription Agreement; (h) they it will inform (and will cause its U.S. Affiliate to inform) all purchasers of the Offered Units that are in the United States or are U.S. Persons that were Offered Units in the United States (except for Eligible Discretionary Accounts) that the Offered Units have not been and will not make be registered under the U.S. Securities Act and are being offered and sold to such purchasers without registration in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A or Rule 506(b) under Regulation D of the U.S. Securities Act; (i) any representations offer, sale or warranties solicitation of an offer to buy Offered Units that has been made or will be made in the United States was or will be made only to (i) persons whom it reasonably believes to be Qualified Institutional Buyers in transactions that are exempt from registration under applicable state securities laws or (ii) Substituted Purchasers who are reasonably believed by the Underwriter or its U.S. Affiliate to be U.S. Accredited Investors, 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 Offered Units 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 Offered Units in the United States, or will be deemed to have represented that neither it nor its U.S. Affiliate offered or sold Offered Units in the United States or to U.S. Persons; (k) no written material shall be used in connection with the offer or sale of the Offered Units in the United States; (l) with respect to Regulation D Securities to be offered and sold hereunder, the CompanyUnderwriter 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)(I) under Regulation D under the U.S. Securities Act; (m) the Offering is not part of a scheme to evade the registration requirements of the U.S. Securities Act; (n) at least one Business Day prior to the Closing, it and its U.S. Affiliate will provide the Company (a) other than Eligible Discretionary Accounts, a list of all purchasers of the Offered Units in the United States, or Common Shares other than as set forth to or for the account or benefit of, a person in this Agreementthe United States or a U.S. Person, and all purchasers of Offered Units who were offered Offered Units in the Offering Documents United States, or otherwise without to or for the prior written approval of account or benefit of, a person in the CompanyUnited States or a U.S. Person, and (b) all executed Subscription Agreements; and (io) they neither it nor its U.S. Affiliate has taken or will use commercially reasonable efforts to complete take any action that would constitute a violation of Regulation M of the distribution U.S. Exchange Act in connection with the offer or sale of the Offered Shares Units. In connection with offer and sale, under Rule 144A and Rule 506(b) of Regulation D under the U.S. Securities Act, of Offered Units of International Consolidated Uranium Inc. (the “Company”) in the United States pursuant to the Underwriting Agreement dated as promptly as possible after the Closing Time. The Lead Underwriter will notify of March 4, 2021 among the Company when and the Underwriters have ceased underwriters party thereto (the distribution “Underwriting Agreement”), the undersigned [name of Underwriter] (the “Underwriter”) and [name of U.S. affiliate of Underwriter], in its capacity as placement agent in the United States for the Underwriter (the “U.S. Affiliate”), each hereby certifies that: (a) the U.S. Affiliate is a duly registered broker or dealer with the Financial Industry Regulatory Authority (“FINRA”) and the United States Securities Exchange Commission (the “SEC”) and is in good standing with FINRA and the SEC on the date hereof; (b) all offers and sales of the Offered SharesUnits in the United States or to U.S. Persons have been conducted by us in accordance with the terms of the Underwriting Agreement (including Schedule “A” thereto); (c) we had reasonable grounds to believe and did believe that each offeree that is in the United States or that is a U.S. Person was either (i) a Qualified Institutional Buyer (and took reasonable steps to confirm that such offeree was a Qualified Institutional Buyer), and, within thirty on the date hereof, we continue to believe that such purchaser of Offered Units that is in the United States or that was offered Offered Units in the United States is a Qualified Institutional Buyer, or (30ii) days after a U.S. Accredited Investor and, on the Closing Datedate hereof, will provide we continue to believe that such purchaser of Offered Units that is in the Company, United States or that was offered Offered Units in writing, the United States is a U.S. Accredited Investor; (d) no form of General Solicitation or General Advertising was used by us in connection with a breakdown the offer or sale of the number Offered Units in the United States; (e) prior to any sale of the Offered Shares distributed Units in the United States or to U.S. Persons, each purchaser thereof was required to execute and deliver to the Underwriter and its U.S. Affiliate making such sale either, (i) a Qualified Institutional Buyer investment letter for Qualified Institutional Buyer purchasing pursuant to Rule 144A substantially in each of the Qualifying Jurisdictions, and form attached as Schedule C – Annex 2 to the Subscription Agreement; or (ii) in any other Selling Jurisdictions. It is agreed that no Underwriter will be liable a U.S. Accredited Investor Certificate for any act, omission, default or conduct by any other Underwriter U.S. Accredited Investors purchasing pursuant to Rule 506(b) of Regulation D under the foregoing Section 6. Further, no Underwriter will be liable U.S. Securities Act substantially in the form attached as Schedule C- Annex 1 to the Company under this section with respect to a violation by another Underwriter Subscription Agreement; and (f) the offering of the provisions Offered Units has been conducted by us in accordance with the terms of this section if the former Underwriter is not itself also in violationUnderwriting Agreement, including Schedule “A” thereto.

Representations, Warranties and Covenants of the Underwriters. The Underwriters Each Underwriter hereby representrepresents, warrant warrants, covenants and covenant to the Companyagrees, separately and acknowledge that the Company is relying upon such representations not jointly, on behalf of itself and warranties, its U.S. Affiliate that: 1. It acknowledges that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold within the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and U.S. state securities laws. It and its U.S. Affiliate have not offered or sold, and will not offer or sell, any Offered Securities forming part of its allotment except (a) the Underwriters are valid and subsisting corporations under the laws in an offshore transaction in accordance with Rule 903 of the jurisdictions in which they were respectively incorporated, continued Regulation S or amalgamated and have good and sufficient right and authority to enter into this Agreement and complete the transactions under this Agreement on the terms and conditions set forth herein; (b) during in the period United States to Qualified Institutional Buyers in accordance with Rule 144A or Institutional Accredited Investors in accordance with another exemption from the registration requirements of the U.S. Securities Act as provided in paragraphs 3 through 7 below. Neither the Underwriter, its U.S. Affiliate, nor any person acting on its or their behalf, has made or will make any Directed Selling Efforts in the United States with respect to the Offered Securities. 2. It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Shares by Securities, except with its U.S. Affiliates, any Selling Firm or with the prior written consent of the Fund. It shall require each of its U.S. Affiliates and each Selling Firm to agree, for the benefit of the Fund, to comply with, and shall use its best efforts to ensure that each of its U.S. Affiliates and each Selling Firm complies with, the same provisions of this Schedule as apply to such Underwriter as if such provisions applied to such U.S. Affiliates and Selling Firm. 3. All offers and sales of Offered Securities in the United States shall be made through the UnderwritersUnderwriter’s U.S. Affiliates in compliance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliates are, and shall be on the Underwriters will offer and sell the Offered Shares only in the Selling Jurisdictions where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus and this Agreement either directly or through other selling group members; (c) they will comply with applicable Securities Laws in connection with the date of each offer and sale and distribution of Offered Securities, Qualified Institutional Buyers, duly registered brokers or dealers with the SEC pursuant to Section 15 of the U.S. Exchange Act, and members in good standing with the Financial Industry Regulatory Authority. 4. Offers and sales of Offered Shares;Securities in the United States by the Underwriter or its U.S. Affiliates 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. (d) they will not directly or indirectly, solicit, offer 5. Offers to purchase or sell and solicitations of offers to buy the Offered Shares or deliver any Offering Document Securities shall be made in accordance with: (a) Rule 144A only to purchasers persons reasonably believed to be Qualified Institutional Buyers and in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing compliance with applicable state securities laws of a prospectus, registration statement, offering memorandum or similar document or would result in the Company having any reporting or other obligation in such jurisdiction, including, without limitation, the United States, and such persons shall each Underwriter be deemed to have represented and agreed as provided in the U.S. Private Placement Memorandum; or (b) another exemption from the registration requirements pursuant to Regulation D of the U.S. Securities Act, only to Substituted Purchasers who are Institutional Accredited Investors, each of whom shall ensure execute and deliver to the Fund, the Underwriters and their U.S. Affiliates, as agents, prior to purchasing any Offered Securities, a Subscription Agreement in the form set out in Exhibit A to this Schedule D. Immediately prior to making any offer, the Underwriter, together with its U.S. Affiliates, had reasonable grounds to believe and did believe that each selling group member will comply with the provisions of this Section 6; (e) they shall not provide to prospective Purchasers any document offeree was a Qualified Institutional Buyer or other material that would constitute an “offering memorandum” within the meaning of Canadian Securities Laws; (f) upon the Company obtaining the necessary receipt or deemed receipt in each of the Qualifying Jurisdictions pursuant to the Passport System and NI 44-101, they shall deliver one copy of each of the Offering DocumentsInstitutional Accredited Investor, as applicable, to each of and, on the Purchasers; (g) they will not make use of any “greensheet” or marketing materials in respect of the Company and the Offering, other than the Marketing Materials, without the prior written approval of the Company; (h) they will not make any representations or warranties with respect to the Company, or Common Shares other than as set forth in this Agreementdate hereof, the Offering Documents Underwriter, together with its U.S. Affiliates, continues to believe that each purchaser in the United States of Offered Securities is a Qualified Institutional Buyer or otherwise without the prior written approval of the Company; andan Institutional Accredited Investor. (i) they will use commercially reasonable efforts to complete the distribution 6. All purchasers of the Offered Shares as promptly as possible after Securities in the Closing TimeUnited States purchasing Offered Securities pursuant to Rule 144A or another exemption under the U.S. Securities Act shall be informed by the Underwriter, or its U.S. Affiliate, that the Offered 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 an exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A or another exemption thereunder and similar exemptions under state securities laws. 7. The Lead Each offeree in the United States has been or shall be provided by the Underwriter through its U.S. Affiliate with a U.S. Private Placement Memorandum and each purchaser will notify have received prior to the Company when time of purchase of any Offered Securities the final U.S. Private Placement Memorandum, and the Underwriters have ceased not used any other written materials. The U.S. Private Placement Memorandum shall be in a form mutually satisfactory to the distribution Fund and the Underwriters. 8. At closing, the Underwriters, together with their U.S. Affiliates selling Offered Securities in the United States, will provide a certificate, substantially in the form of Exhibit B to this Schedule relating to the manner of the offer and sale of the Offered SharesSecurities in the United States, and, within thirty or will be deemed to have represented that they did not offer or sell Offered Securities in the United States. 9. At least one (301) days after business day prior to the Closing Date, the Underwriters will provide the Company, in writing, transfer agent of the Fund with a breakdown list of all U.S. persons who purchased the Offered Securities, together with their addresses (including state of residence), the number of Offered Shares distributed (i) in each Securities purchased and the registration and delivery instructions for the Offered Securities. 10. Such Underwriter, nor any of the Qualifying Jurisdictionsits affiliates, and (ii) in have taken or will take any other Selling Jurisdictions. It is agreed action that no Underwriter will be liable for any act, omission, default or conduct by any other Underwriter would constitute a violation of Regulation M under the foregoing Section 6U.S. Exchange Act. 11. Further, no Such Underwriter understands that all Offered Securities sold in the United States as part of this offering will be liable bear a legend to the Company under this section with respect to a violation by another Underwriter of effect contained in the provisions of this section if the former Underwriter is not itself also in violationU.S. Private Placement Memorandum.

Representations, Warranties and Covenants of the Underwriters. The Underwriters Each Underwriter hereby representrepresents, warrant warrants, covenants and covenant to the Companyagrees, separately and acknowledge that the Company is relying upon such representations not jointly, on behalf of itself and warranties, its U.S. Affiliate that: 1. It acknowledges that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold within the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and U.S. state securities laws. It and its U.S. Affiliate have not offered or sold, and will not offer or sell, any Offered Securities forming part of its allotment except (a) the Underwriters are valid and subsisting corporations under the laws in an offshore transaction in accordance with Rule 903 of the jurisdictions in which they were respectively incorporated, continued Regulation S or amalgamated and have good and sufficient right and authority to enter into this Agreement and complete the transactions under this Agreement on the terms and conditions set forth herein; (b) during in the period United States to Qualified Institutional Buyers in accordance with Rule 144A or Institutional Accredited Investors in accordance with another exemption from the registration requirements of the U.S. Securities Act as provided in paragraphs 3 through 7 below. Neither the Underwriter, its U.S. Affiliate, nor any person acting on its or their behalf, has made or will make any Directed Selling Efforts in the United States with respect to the Offered Securities. 2. It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Shares by Securities, except with its U.S. Affiliates, any Selling Firm or with the prior written consent of the Fund. It shall require each of its U.S. Affiliates and each Selling Firm to agree, for the benefit of the Fund, to comply with, and shall use its best efforts to ensure that each of its U.S. Affiliates and each Selling Firm complies with, the same provisions of this Schedule as apply to such Underwriter as if such provisions applied to such U.S. Affiliates and Selling Firm. 3. All offers and sales of Offered Securities in the United States shall be made through the UnderwritersUnderwriter’s U.S. Affiliates in compliance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliates are, and shall be on the Underwriters will offer and sell the Offered Shares only in the Selling Jurisdictions where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus and this Agreement either directly or through other selling group members; (c) they will comply with applicable Securities Laws in connection with the date of each offer and sale and distribution of Offered Securities, Qualified Institutional Buyers, duly registered brokers or dealers with the SEC pursuant to Section 15 of the U.S. Exchange Act, and members in good standing with the Financial Industry Regulatory Authority. 4. Offers and sales of Offered Shares;Securities in the United States by the Underwriter or its U.S. Affiliates 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. (d) they will not directly or indirectly, solicit, offer 5. Offers to purchase or sell and solicitations of offers to buy the Offered Shares or deliver any Offering Document Securities shall be made in accordance with: (a) Rule 144A only to purchasers persons reasonably believed to be Qualified Institutional Buyers and in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing compliance with applicable state securities laws of a prospectus, registration statement, offering memorandum or similar document or would result in the Company having any reporting or other obligation in such jurisdiction, including, without limitation, the United States, and such persons shall each Underwriter be deemed to have represented and agreed as provided in the U.S. Private Placement Memorandum; or (b) another exemption from the registration requirements pursuant to Regulation D of the U.S. Securities Act, only to Substituted Purchasers who are Institutional Accredited Investors, each of whom shall ensure execute and deliver to the Fund, the Underwriters and their U.S. Affiliates, as agents, prior to purchasing any Offered Securities, a Subscription Agreement in the form set out in Exhibit A to this Schedule D. Immediately prior to making any offer, the Underwriter, together with its U.S. Affiliates, had reasonable grounds to believe and did believe that each selling group member will comply with the provisions of this Section 6; (e) they shall not provide to prospective Purchasers any document offeree was a Qualified Institutional Buyer or other material that would constitute an “offering memorandum” within the meaning of Canadian Securities Laws; (f) upon the Company obtaining the necessary receipt or deemed receipt in each of the Qualifying Jurisdictions pursuant to the Passport System and NI 44-101, they shall deliver one copy of each of the Offering DocumentsInstitutional Accredited Investor, as applicable, to each of and, on the Purchasers; (g) they will not make use of any “greensheet” or marketing materials in respect of the Company and the Offering, other than the Marketing Materials, without the prior written approval of the Company; (h) they will not make any representations or warranties with respect to the Company, or Common Shares other than as set forth in this Agreementdate hereof, the Offering Documents Under writer, together with its U.S. Affiliates, continues to believe that each purchaser in the United States of Offered Securities is a Qualified Institutional Buyer or otherwise without the prior written approval of the Company; andan Institutional Accredited Investor. (i) they will use commercially reasonable efforts to complete the distribution 6. All purchasers of the Offered Shares as promptly as possible after Securities in the Closing TimeUnited States purchasing Offered Securities pursuant to Rule 144A or another exemption under the U.S. Securities Act shall be informed by the Underwriter, or its U.S. Affiliate, that the Offered 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 an exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A or another exemption thereunder and similar exemptions under state securities laws. 7. The Lead Each offeree in the United States has been or shall be provided by the Underwriter through its U.S. Affiliate with a U.S. Private Placement Memorandum and each purchaser will notify have received prior to the Company when time of purchase of any Offered Securities the final U.S. Private Placement Memorandum, and the Underwriters have ceased not used any other written materials. The U.S. Private Placement Memorandum shall be in a form mutually satisfactory to the distribution Fund and the Underwriters. 8. At closing, the Underwriters, together with their U.S. Affiliates selling Offered Securities in the United States, will provide a certificate, substantially in the form of Exhibit B to this Schedule relating to the manner of the offer and sale of the Offered SharesSecurities in the United States, and, within thirty or will be deemed to have represented that they did not offer or sell Offered Securities in the United States. 9. At least one (301) days after business day prior to the Closing Date, the Underwriters will provide the Company, in writing, transfer agent of the Fund with a breakdown list of all U.S. persons who purchased the Offered Securities, together with their addresses (including state of residence), the number of Offered Shares distributed (i) in each Securities purchased and the registration and delivery instructions for the Offered Securities. 10. Such Underwriter,nor any of the Qualifying Jurisdictionsits affiliates, and (ii) in have taken or will take any other Selling Jurisdictions. It is agreed action that no Underwriter will be liable for any act, omission, default or conduct by any other Underwriter would constitute a violation of Regulation M under the foregoing Section 6U.S. Exchange Act. 11. Further, no Such Underwriter understands that all Offered Securities sold in the United States as part of this offering will be liable bear a legend to the Company under this section with respect to a violation by another Underwriter of effect contained in the provisions of this section if the former Underwriter is not itself also in violationU.S. Private Placement Memorandum.

Representations, Warranties and Covenants of the Underwriters. The Each of the Underwriters hereby represent, warrant acknowledges that neither the Purchased Shares nor any Additional Common Shares have been registered under the U.S. Securities Act and covenant 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 Companyregistration 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, warrants and acknowledge that covenants to the Company is relying upon such representations and warranties, that: (a) It has not offered and sold, and will not offer and sell, any 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, or (ii) in the Underwriters are valid and subsisting corporations under the laws United States as provided in paragraphs (b) through (m) below. Accordingly, none of the jurisdictions Underwriters, the U.S. Affiliates, any of their affiliates or any persons acting on their behalf has engaged or will engage in which they were respectively incorporated, continued any Directed Selling Efforts with respect to the Purchased Shares or amalgamated and have good and sufficient right and authority to enter into this Agreement and complete the transactions under this Agreement on the terms and conditions set forth herein;Additional Common Shares. (b) during It has not entered into and will not enter into any contractual arrangement with respect to the period of distribution of the Offered Purchased Shares by or through Additional Common Shares, except with its affiliates or the UnderwritersU.S. Affiliates without the prior written consent of the Company. It shall require each U.S. Affiliate and each other affiliate to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that each U.S. Affiliate and each other affiliate complies with, the Underwriters will offer and sell the Offered Shares only in the Selling Jurisdictions where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus and provisions of this Agreement either directly Schedule “A” applicable to such Underwriter as if such provisions applied to such U.S. Affiliate or through other selling group members;affiliate, as applicable. (c) they 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 offers and subsequent sales was and will comply with be duly registered as a broker-dealer under the U.S. Exchange Act and under all applicable Securities Laws in connection with the offer and sale and distribution state securities laws of the Offered Shares;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) they will not directly or indirectly, solicit, offer to purchase or sell the Offered In connection with offers and sales of Purchased Shares or deliver any Offering Document to purchasers and Additional Common Shares in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document or would result in the Company having any reporting or other obligation in such jurisdiction, including, without limitation, the United States, and each Underwriter shall ensure that each selling group member none of it, its U.S. Affiliate, its other affiliates or any person acting on its or their behalf has engaged or will comply with the provisions of this Section 6; (e) they shall not provide to prospective Purchasers any document or other material that would constitute an “offering memorandum” within the meaning of Canadian Securities Laws; (f) upon the Company obtaining the necessary receipt or deemed receipt engage in each of the Qualifying Jurisdictions pursuant to the Passport System and NI 44-101, they shall deliver one copy of each of the Offering Documents, as applicable, to each of the Purchasers; (g) they will not make use of any “greensheet” or marketing materials in respect of the Company and the Offering, other than the Marketing Materials, without the prior written approval of the Company; (h) they will not make any representations or warranties with respect to the Company, or Common Shares other than as set forth in this Agreement, the Offering Documents or otherwise without the prior written approval of the Company; and (i) they will use commercially reasonable efforts to complete the distribution any form of the Offered Shares as promptly as possible after the Closing Time. The Lead Underwriter will notify the Company when the Underwriters have ceased the distribution of the Offered SharesGeneral Solicitation or General Advertising, and, within thirty (30) days after the Closing Date, will provide the Company, in writing, with a breakdown of the number of Offered Shares distributed (i) in each of the Qualifying Jurisdictions, and (ii) in any other Selling Jurisdictions. It is agreed that no Underwriter will be liable for any act, omission, default or conduct by any other Underwriter under the foregoing Section 6. Further, no Underwriter will be liable to the Company under this section with respect to a violation by another Underwriter of the provisions of this section if the former Underwriter is not itself also in violation.or

Representations, Warranties and Covenants of the Underwriters. The Underwriters hereby represent, warrant and covenant separately (and for greater certainty, not solidarily within the meaning of the Civil Code of Québec) to the CompanyCorporation, and acknowledge that the Company Corporation is relying upon such representations and warranties, that: (a) the Underwriters are valid and subsisting corporations under the laws 4.3.1 in respect of the jurisdictions in which they were respectively incorporated, continued or amalgamated offer and have good and sufficient right and authority to enter into this Agreement and complete the transactions under this Agreement on the terms and conditions set forth herein; (b) during the period of distribution sale of the Offered Shares by Subscription Receipts, the Underwriters and the U.S. Affiliate will comply with all Applicable Securities Laws and in which any of them offers the Offered Subscription Receipts; 4.3.2 any offers, sales and purchases of the Offered Subscription Receipts in the United States: (i) will be made in accordance with Schedule A (which schedule is incorporated into and forms part of this Agreement); (ii) will be conducted in such a manner so as not to require registration thereof or the filing of a registration statement or prospectus with respect thereto under the U.S. Securities Act; and (iii) will be conducted through the U.S. Affiliate and in compliance with U.S. Securities Laws; 4.3.3 the Underwriters, the Underwriters U.S. Affiliate and their representatives have not engaged in or authorized, and will offer and sell not engage in or authorize, any form of general solicitation or general advertising (within the Offered Shares only in meaning of Regulation D under the Selling Jurisdictions where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus and this Agreement either directly or through other selling group members; (cU.S. Securities Act) they will comply with applicable Securities Laws in connection with the offer and sale and distribution or in respect of the Offered Shares;Subscription Receipts, including in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or the internet or otherwise or conducted any seminar or meeting concerning the offer or sale of the Offered Subscription Receipts whose attendees have been invited by any general solicitation or general advertising; and (d) they 4.3.4 the Underwriters have not and will not directly or indirectly, solicit, offer solicit offers to purchase or sell the Offered Shares or deliver any Offering Document Subscription Receipts so as to purchasers in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing of a prospectus, prospectus or registration statement, offering memorandum statement with respect thereto or similar document or would result in the Company having registration of any reporting or other obligation in such jurisdiction, including, of the Corporation’s securities under the laws of any jurisdiction including without limitation, limitation the United States, and each Underwriter shall ensure that each selling group member will comply with the provisions of this Section 6; (e) they shall not provide to prospective Purchasers any document or other material that would constitute an “offering memorandum” within the meaning of Canadian Securities Laws; (f) upon the Company obtaining the necessary receipt or deemed receipt in each of the Qualifying Jurisdictions pursuant to the Passport System and NI 44-101, they shall deliver one copy of each of the Offering Documents, as applicable, to each of the Purchasers; (g) they will not make use of any “greensheet” or marketing materials in respect of the Company and the Offering, other than the Marketing Materials, without the prior written approval of the Company; (h) they will not make any representations or warranties with respect to the Company, or Common Shares other than as set forth in this Agreement, the Offering Documents or otherwise without the prior written approval of the Company; and (i) they will use commercially reasonable efforts to complete the distribution of the Offered Shares as promptly as possible after the Closing Time. The Lead Underwriter will notify the Company when the Underwriters have ceased the distribution of the Offered Shares, and, within thirty (30) days after the Closing Date, will provide the Company, in writing, with a breakdown of the number of Offered Shares distributed (i) in each of the Qualifying Jurisdictions, and (ii) in any other Selling Jurisdictions. It is agreed that no Underwriter will be liable for any act, omission, default or conduct by any other Underwriter under the foregoing Section 6. Further, no Underwriter will be liable to the Company under this section with respect to a violation by another Underwriter of the provisions of this section if the former Underwriter is not itself also in violation.

Representations, Warranties and Covenants of the Underwriters. The Underwriters hereby representEach Underwriter acknowledges that the Offered Units, warrant the Common Shares, the Common Share Purchase Warrants and covenant the Warrant Shares have not been and will not be registered under the U.S. Securities Act and may be offered and sold only in transactions exempt from or not subject to the Companyregistration requirements of the U.S. Securities Act. Accordingly, neither the Underwriter nor any of its affiliates, nor any person acting on its or their behalf, has made or will make any Directed Selling Efforts in the United States with respect to the Offered Units, the Common Shares, the Common Share Purchase Warrants or the Warrant Shares. Each Underwriter represents to and acknowledge that agrees with the Company is relying upon such representations and warranties, Corporation that: 1. It is aware and understands that the Offered Units, the Common Shares, the Common Share Purchase Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States except pursuant to transactions exempt from or not subject to the registration requirements of the U.S. Securities Act. It has not offered and sold, and will not offer and sell, any Offered Units forming part of its allotment except (a) the Underwriters are valid and subsisting corporations under the laws in an offshore transaction to a purchaser that is not a U.S. Person in accordance with Rule 903 of the jurisdictions in which they were respectively incorporated, continued Regulation S or amalgamated and have good and sufficient right and authority to enter into this Agreement and complete the transactions under this Agreement on the terms and conditions set forth herein; (b) during in the period of United States or to a U.S. Person in accordance with Rule 144A as provided in paragraphs 3 through 8 below. 2. It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Shares by Units, except with its affiliates, any selling group members or with the prior written consent of the Corporation. It shall require each of its U.S. broker-dealer affiliate and each Selling Dealer Group member to agree, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that each of its U.S. broker-dealer affiliates and each Selling Dealer Group member complies with, the same provisions of this Schedule as apply to such Underwriter as if such provisions applied to such U.S. broker-dealer affiliate and Selling Dealer Group member. 3. All offers and sales of Offered Units in the United States or to U.S. Persons shall be made through the Underwriters' U.S. registered broker-dealer affiliate in compliance with all applicable U.S. broker-dealer requirements. Such broker-dealer affiliate is a Qualified Institutional Buyer, is a duly registered broker-dealer with the SEC, and is a member in good standing with the National Association of Securities Dealers, Inc. 4. Offers and sales of Offered Units in the United States or to U.S. Persons 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 Units shall be made in accordance with Rule 144A only to persons reasonably believed to be Qualified Institutional Buyers and in compliance with applicable state securities laws of the United States. Offers to sell and solicitations of offers to buy the Offered Units by the Underwriter's U.S. registered broker-dealer affiliate shall also be made only to persons that in purchasing such Offered Units will be deemed to have represented and agreed as provided in paragraphs 7(A) through (L) below (to the extent such representations are applicable to the purchaser concerned). 6. All purchasers of the Offered Units in the United States and purchasers that are U.S. Persons shall be informed by the Underwriters' U.S. registered broker-dealer affiliate that the Offered Units, the Underwriters Common Shares, the Common Share Purchase Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act and the Offered Units 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 144A thereunder. 7. Each offeree in the United States and each offeree that is a U.S. Person has been or shall be provided by the Underwriter through its U.S. registered broker-dealer affiliate, with a U.S. placement memorandum (the “U.S. Memorandum”) including the English language version of the Preliminary Prospectus and/or the Prospectus, as applicable, and each purchaser in the United States will have received at or prior to the time of purchase of any Offered Units the U.S. Memorandum including the English language version of the Prospectus. The U.S. Memorandum shall set forth the following: “The Units, Common Shares, Warrants and common shares issuable upon the exercise of the Warrants have not been and will not be registered under the 1933 Act and, subject to certain exceptions, may not be offered or sold within the United States or to U.S. Persons. Each Underwriter has agreed that it will not offer and or sell the Offered Shares only Units within the United States, except in accordance with Rule 144A under the 1933 Act. In addition, until 40 days after the commencement of the offering of Units pursuant to the Canadian Prospectus, an offer or sale of the Units within the United States by any dealer (whether or not participating in the Selling Jurisdictions where they offering) may lawfully be offered for violate the registration requirements of the 1933 Act if such offer or sale upon the terms and conditions set forth is made otherwise than in the Prospectus and this Agreement either directly or through other selling group members; (c) they will comply accordance with applicable Securities Laws in connection with Rule 144A. Each purchaser of Units is hereby notified that the offer and sale and distribution of Units to it is being made in reliance upon the exemption from the registration requirements of the Offered Shares1933 Act provided by Rule 144A thereunder. Each U.S. purchaser will, by its purchase of such Units, be deemed to have represented, warranted and agreed for the benefit of the Corporation, the Underwriters and the U.S. Affiliates as follows: (A) it is authorized to consummate the purchase of the Units; (dB) they it is aware that the Units, Common Shares, Warrants and common shares issuable upon the exercise of the Warrants have not been and will not directly be registered under the 1933 Act and that the offer and sale of Units to it are being made in reliance on Rule 144A; (C) it is a Qualified Institutional Buyer and is acquiring the Units for its own account or indirectlyfor the account of a Qualified Institutional Buyer with respect to which it exercises sole investment discretion and not with a view to any resale, solicitdistribution or other disposition of the Units, offer to purchase or sell the Offered Common Shares or deliver Warrants in violation of United States federal or state securities laws; (D) it acknowledges that it has not purchased the Units as a result of any Offering Document to purchasers general solicitation or general advertising, including advertisements, articles, notices or other communications published in any jurisdictionnewspaper, other than the Qualifying Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum magazine or similar document media, or would result broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (E) it understands that if it decides to offer, sell or otherwise transfer any of the Common Shares, Warrants or common shares issuable upon the exercise of the Warrants, such securities may be offered, sold or otherwise transferred only (a) to the Corporation; (b) outside the United States in accordance with Rule 904 of Regulation S under the 1933 Act and in compliance with applicable Canadian local laws and regulations; or (c) in the Company having any reporting or other obligation in such jurisdictioncase of the Common Shares and common shares issuable upon the exercise of the Warrants, including, without limitation, within the United States, in accordance with (i) Rule 144A to a person the seller reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of one or more Qualified Institutional Buyers and each Underwriter shall ensure to whom notice is given that each selling group member will comply the offer, sale or transfer is being made in reliance on Rule 144A or (ii) the exemption from registration under the 1933 Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws of the provisions of this Section 6United States; (eF) they shall its understands that it may not provide exercise the Warrants unless it signs and delivers to prospective Purchasers any document or other material that would constitute the Corporation a letter confirming its status as an “offering memoranduminstitutional” accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the 1933 Act, a copy of which is attached to the certificate representing the Warrants; (G) it understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the 1933 Act or applicable state securities laws, certificates representing the Common Shares and the common shares issuable upon the exercise of the Warrants, and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF NOVAGOLD RESOURCES INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, OR (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECURITIES ACT OR (2) RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE ‘GOOD DELIVERY’ IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. IF THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.” and until such time as the same is no longer required under applicable requirements of the 1933 Act or applicable state securities laws, certificates representing the Warrants and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF NOVAGOLD RESOURCES INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT”. provided, that if any such securities are being sold under paragraph 7(E)(b) above, and provided that the Corporation is a “foreign issuer” within the meaning of Canadian Securities Laws; Regulation S at the time of sale, any such legend may be removed (f) upon or, in the Company obtaining the necessary receipt or deemed receipt in each case of the Qualifying Jurisdictions pursuant to the Passport System and NI 44-101Warrants, they shall deliver one copy of each of the Offering Documents, as applicable, to each of the Purchasers; (g) they will not make use of any “greensheet” or marketing materials in respect of the Company and the Offering, other than the Marketing Materials, without the prior written approval of the Company; (h) they will not make any representations or warranties replaced with respect to the Company, or Common Shares other than another legend as set forth in this Agreementthe certificate representing the Warrants) by providing a declaration to Computershare Trust Company of Canada, as registrar and transfer agent, as set forth in Exhibit A hereto (or as the Corporation may prescribe from time to time); and provided, further, that, if any such Common Shares or common shares issuable upon the exercise of the Warrants are being sold under paragraph 7(E)(c)(ii) above, the Offering Documents or otherwise without legend may be removed by delivery to Computershare Trust Company of Canada of an opinion of counsel, of recognized standing reasonably satisfactory to the prior written approval Corporation, that such legend is no longer required under applicable requirements of the Company1933 Act or state securities laws; (H) it understands and acknowledges that the Corporation is not obligated to file and has no present intention of filing with the SEC or with any state securities administrator any registration statement in respect of resales of the Units, Common Shares, Warrants or common shares issuable upon the exercise of the Warrants in the United States; (I) it acknowledges that it has received a copy of the U.S. Memorandum and the Prospectus and has been afforded the opportunity to ask such questions as it deemed necessary of, and to receive answers from, representatives of the Corporation concerning the terms and conditions of the offering of the Units and to obtain such additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in the U.S. Memorandum and the Prospectus and that it considered necessary in connection with its decision to invest in the Units; (J) it understands and acknowledges that the Corporation (i) is not obligated to remain a “foreign issuer” within the meaning of Regulation S, (ii) may not, at the time the Common Shares, Warrants or common shares issuable upon the exercise of the Warrants are resold by it or at any other time, be a foreign issuer, and (iii) may engage in one or more transactions that could cause the Corporation not to be a foreign issuer; (K) it consents to the Corporation making a notation on its records or giving instructions to any transfer agent of the Common Shares, Warrants or common shares issuable upon the exercise of the Warrants in order to implement the restrictions on transfer and exercise set forth and described herein; and (iL) it understands and acknowledges that it is making the representations and warranties and agreements contained herein with the intent that they may be relied upon by the Corporation and the Underwriters in determining its eligibility or (if applicable) the eligibility of others on whose behalf it is contracting to purchase the Offered Units.” The Exhibit A referred to in this Section 7 is set forth as Exhibit A to this Schedule. 8. Any offer, sale or solicitation of an offer to buy Units that has been made or will use commercially reasonable efforts be made in the United States was or will be made only to complete Qualified Institutional Buyers in transactions that are exempt from registration under applicable state securities laws. 9. At closing, the distribution Salman Partners Inc., together with its U.S. affiliate selling Offered Units in the United States, will provide a certificate, substantially in the form of Exhibit B to this Schedule relating to the manner of the offer and sale of the Offered Shares as promptly as possible after Units in the Closing Time. The Lead Underwriter will notify the Company when the Underwriters have ceased the distribution of the Offered Shares, and, within thirty (30) days after the Closing Date, will provide the Company, in writing, with a breakdown of the number of Offered Shares distributed (i) in each of the Qualifying Jurisdictions, United States and (ii) in any other Selling Jurisdictions. It is agreed that no Underwriter will be liable for any act, omission, default or conduct by any other Underwriter under the foregoing Section 6. Further, no Underwriter will be liable to the Company under this section with respect to a violation by another Underwriter of the provisions of this section if the former Underwriter is not itself also in violationU.S. Persons.

Representations, Warranties and Covenants of the Underwriters. The Underwriters hereby represent, warrant and covenant to the Company, and acknowledge Each Underwriter acknowledges that the Company is relying upon such representations and warranties, that: (a) the Underwriters are valid and subsisting corporations under the laws of the jurisdictions in which they were respectively incorporated, continued or amalgamated and have good and sufficient right and authority to enter into this Agreement and complete the transactions under this Agreement on the terms and conditions set forth herein; (b) during the period of distribution of the Offered Shares by or through have not been and will not be registered under the Underwriters, the Underwriters will offer U.S. Securities Act and sell the Offered Shares may be offered and sold only in transactions exempt from or not subject to the Selling Jurisdictions where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus and this Agreement either directly or through other selling group members; (c) they will comply with applicable Securities Laws in connection with the offer and sale and distribution registration requirements of the Offered Shares; U.S. Securities Act. Accordingly, neither the Underwriter nor any of its affiliates (d) they including its U.S. Affiliate), nor any person acting on their behalf, has made or will not directly or indirectly, solicit, offer make any Directed Selling Efforts with respect to purchase or sell the Offered Shares or deliver will (except for offers and sales made pursuant to paragraphs 3 through 7 below) make any Offering Document offer to purchasers in sell or solicitation of any jurisdiction, other than offer to buy the Qualifying Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document or would result Offered Shares in the Company having United States or to a U.S. Person or make any reporting or other obligation in such jurisdiction, including, without limitation, 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 StatesStates and not a U.S. Person. Each Underwriter represents and agrees to and with the Corporation that: 1. It has not offered and sold, and each Underwriter shall ensure will not offer and sell, any Offered Shares (including any unsold allotment) except (a) in an offshore transaction in accordance with Rule 903 of Regulation S to persons that each selling group member will comply with are not, and are not purchasing for the provisions of this Section 6; account or benefit of, U. S. Persons or (eb) they shall not provide pursuant to prospective Purchasers any document or other material that would constitute an “offering memorandum” within exemption from the meaning of Canadian Securities Laws; (f) upon the Company obtaining the necessary receipt or deemed receipt in each registration requirements of the Qualifying Jurisdictions pursuant U. S. Securities Act, to or for the Passport System and NI 44-101, they shall deliver one copy account or benefit of each persons in the United States or U.S. Persons that are reasonably believed to be Institutional Accredited Investors for a minimum purchase amount of the Offering Documentsnot less than $50,000 per Institutional Accredited Investor, as applicable, to each of the Purchasers;provided in paragraphs 3 through 7 below. (g) they 2. It has not entered and will not make use of enter into any “greensheet” or marketing materials in respect of the Company and the Offering, other than the Marketing Materials, without the prior written approval of the Company; (h) they will not make any representations or warranties contractual arrangement with respect to the Company, or Common Shares other than as set forth in this Agreement, the Offering Documents or otherwise without the prior written approval of the Company; and (i) they will use commercially reasonable efforts to complete the distribution of the Offered Shares as promptly as possible after the Closing Time. The Lead Underwriter will notify the Company when the Underwriters have ceased the distribution of the Offered Shares, andexcept with its U.S. Affiliate, within thirty (30) days after the Closing Date, will provide the Company, in writing, with a breakdown any members of the number 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 its best 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 distributed 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 and sales 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 (ias 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 and in compliance with applicable state securities laws of the United States. 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 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 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 a U.S. Person nor for the account or benefit of a U.S. Person (other than a Distributor); (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 in the United States or to a U.S. Person (other than Distributors) unless the Offered Shares are registered under the U.S. Securities Act or an exemption from such registration requirements is available, (A) on the cover or inside cover page of any prospectus or offering circular used in connection with the offer or sale of the Offered Shares, (B) in each the underwriting section of any prospectus or offering circular used in connection with the offer or sale of the Qualifying JurisdictionsOffered Shares, and (iiC) in any other Selling Jurisdictions. It is agreed that no Underwriter will be liable for any actadvertisement made or issued by the Corporation, omissionthe Underwriters, default or conduct by any other Underwriter under Distributor, their affiliates or any person acting on their behalf; and (d) if any sale of Offered Shares is made by them during such period to a Distributor, a dealer, as defined in Section 2(a)(12) of the foregoing Section 6. FurtherU.S. Securities Act, no Underwriter will be liable or a person receiving a selling concession, fee or other remuneration in respect of the Offered Shares sold, they shall send a confirmation or other notice to the Company under purchaser stating that the purchaser is subject to 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 Exhibit A to this section with respect Schedule relating to a violation by another Underwriter the manner of the provisions offer and sale of this section if the former Underwriter is Offered Shares to, or for the account or benefit of, persons in the United States and U.S. Persons, or (b) be deemed to have represented and warranted to the Corporation, as of the Closing Time or the Additional Closing Time, as applicable, that it did not itself also and will not offer or sell any of the Offered Shares to, or for the account or benefit of, persons in violationthe United States and U.S. Persons.

Representations, Warranties and Covenants of the Underwriters. The Each of the Underwriters hereby representacknowledges that none of the Offered Units, warrant Unit Shares, Warrants and covenant Warrant Shares have been registered under the U.S. Securities Act and may be offered and sold within the United States or to, or for the account or benefit of, U.S. Persons or 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 Companyregistration 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, warrants and acknowledge that covenants to the Company is relying upon such representations and warranties, Corporation that: (a) It has not offered and sold, and will not offer and sell, any Firm Units or Additional Units constituting part of its allotment, except (i) in an Offshore Transaction in accordance with Rule 903 of Regulation S, or (ii) in the Underwriters are valid and subsisting corporations under United States or to, or for the laws account or benefit of, U.S. Persons as provided in paragraphs (b) through (o) below. Accordingly, none of the jurisdictions Underwriters, the U.S. Affiliates, any of their affiliates or any persons acting on their behalf has engaged or will engage in which they were respectively incorporated, continued any Directed Selling Efforts with respect to the Firm Units or amalgamated and have good and sufficient right and authority to enter into this Agreement and complete the transactions under this Agreement on the terms and conditions set forth herein;Additional Units. (b) during It has not entered into and will not enter into any contractual arrangement with respect to the period of distribution Distribution of the Offered Shares by Firm Units or through Additional Units, except with its affiliates or the UnderwritersU.S. Affiliates without the prior written consent of the Corporation. It shall require each U.S. Affiliate and each other affiliate to agree, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that each U.S. Affiliate and each other affiliate complies with, the Underwriters will offer and sell the Offered Shares only in the Selling Jurisdictions where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus and provisions of this Agreement either directly Schedule D applicable to such Underwriter as if such provisions applied to such U.S. Affiliate or through other selling group members;affiliate, as applicable. (c) they All offers and sales of Firm Units and Additional Units in the United States or to, or for the account or benefit of, U.S. Persons shall be made through a U.S. Affiliate, which on the dates of all such 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. . (d) In connection with offers and sales of Firm Units and Additional Units in the United States or to, or for the account or benefit of, U.S. Persons, 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 (ii) any conduct in the United States involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. (e) Any offer, sale or solicitation of an offer to buy Firm Units or Additional Units that has been made within the United States or to, or for the account or benefit of, U.S. Persons was or will be made only (i) to Qualified Institutional Buyers, or (ii) to U.S. Accredited Investors, in each case on a "substituted purchaser" basis in compliance with Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable state securities laws, and who, in each case, is acquiring the Firm Units or Additional Units for its own account or for the account of a Qualified Institutional Buyer or a U.S. Accredited Investor, as the case may be, with respect to which it exercises sole investment discretion. Any sales of Firm Units or Additional Units made to Substituted Purchasers in the United States will be made directly by the Corporation to Qualified Institutional Buyers and 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. (f) Each U.S. Person offeree and each offeree in the United States shall be provided, prior to the time of purchase of any Firm Units or Additional Units, with a copy of the U.S. Private Placement Memorandum and no other written material will be used in connection with the offer or sale of the Firm Units or Additional Units in the United States. (g) Each U.S. Person offeree and each offeree in the United States shall be a Qualified Institutional Buyer or a U.S. Accredited Investor and it had a relationship with such offeree (with the exception of offerees that constitute part of the President's List Purchasers), prior to the offer of the Firm Units or Additional Units to the offeree, such that it was in a position to determine that the offeree, or beneficial purchaser, if any, for whom the offeree is acting as trustee or agent, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Firm Units or Additional Units, i.e., that it is a sophisticated investor. (h) At least one Business Day prior to the Closing Date and any Option Closing Date, it will provide the transfer agent, the Corporation and its counsel with a list of each Purchaser of the Firm Units or Additional Units in the United States or who are, or are purchasing for the account or benefit of, a U.S. Person or that was offered Firm Units or Additional Units in the United States. (i) At Closing Time and at any Option Closing Time, each Underwriter and U.S. Affiliate who made offers or sales of the Firm Units or Additional Units in the United States will (i) provide a certificate, substantially in the form of Exhibit A to this Schedule D, relating to the manner of the offer and sale of the Firm Units or Additional Units in the United States, and (ii) provide copies of (A) the U.S. Subscription Agreement executed by the U.S. Accredited Investors purchasing Firm Units or Additional Units, and/or (B) the QIB Letters executed by the Qualified Institutional Buyers purchasing Firm Units or Additional Units. (j) At or prior to confirmation of the sale of the Firm Units or Additional Units, each Underwriter will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Firm Units or Additional Units from it during the Distribution Compliance Period a confirmation or notice to substantially the following effect: The securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and closing date, except in either case in accordance with Regulation S under the U.S. Securities Act, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from the registration requirements of the U.S. Securities Act. In addition, prior to the expiration of the Distribution Compliance Period, all subsequent offers and sales of the Firm Units or Additional Units by such Underwriter shall be made only in accordance with the provisions of Rule 903 or 904 of Regulation S; pursuant to a registration of the Firm Units or Additional Units under the U.S. Securities Act; or pursuant to an available exemption from the registration requirements of the U.S. Securities Act. Such Underwriter agrees to obtain substantially identical undertakings from each member of any banking and selling group formed in connection with the distribution of the Firm Units or Additional Units contemplated hereby and to comply with applicable the offering restriction requirements of Regulation S. (k) All Firm Units or Additional Units sold to a U.S. Accredited Investor that is in the United States or that was offered Firm Units or Additional Units in the United States will bear a legend to the effect contained in the U.S. Private Placement Memorandum. (l) Each Qualified Institutional Buyer has been advised that it must implement appropriate internal controls and procedures to ensure that such Firm Units, Additional Units or Warrant Shares, as applicable, shall be properly identified in the Corporation's records as restricted securities that are subject to the transfer restrictions set forth the QIB Letters notwithstanding the absence of a U.S. restricted legend or restricted CUSIP number. (m) As of each Closing Date, with respect to Firm Units or Additional Units offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the "Regulation D Securities"), none of it, its U.S. Affiliate, or any of its or its U.S. Affiliate's directors, executive officers, general partners, managing members or other officers participating in the offering of Regulation D Securities, 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 any other person associated with any of the above persons that has been or will be paid, directly or indirectly, remuneration for solicitation of purchasers of Regulation D Securities Laws pursuant to Rule 506(b) of Regulation D (each, a "Dealer Covered Person" and, together, "Dealer Covered Persons"), is subject to is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a "Disqualification Event"), except for a Disqualification Event (i) covered by Rule 506(d)(2)(i) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the Closing Date. As of the Closing Date, it 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. (n) None of it, its affiliates or any person acting on its or their behalf has engaged or will engage, directly or indirectly, in any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale and distribution of the Offered Shares;Units. (do) they will not directly or indirectly, solicit, offer to purchase or sell It acknowledges that until 40 days after the Offered Shares or deliver any Offering Document to purchasers in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document or would result in the Company having any reporting or other obligation in such jurisdiction, including, without limitation, the United States, and each Underwriter shall ensure that each selling group member will comply with the provisions of this Section 6; (e) they shall not provide to prospective Purchasers any document or other material that would constitute an “offering memorandum” within the meaning of Canadian Securities Laws; (f) upon the Company obtaining the necessary receipt or deemed receipt in each later of the Qualifying Jurisdictions pursuant to the Passport System and NI 44-101, they shall deliver one copy of each commencement of the Offering Documents, as applicable, to each and the Closing Date or date of closing of the Purchasers; (g) they will not make use of any “greensheet” Over-Allotment Option, an offer or marketing materials in respect sale of the Company and Firm Units within the United States by any dealer (whether or not participating in this Offering, other than ) may violate the Marketing Materials, without the prior written approval registration requirement of the Company; (h) they will not make any representations U.S. Securities Act if such offer or warranties sale is made otherwise than in accordance with respect to an exemption from the Company, or Common Shares other than as set forth in this Agreement, the Offering Documents or otherwise without the prior written approval registration requirement of the Company; and (i) they will use commercially reasonable efforts to complete the distribution of the Offered Shares as promptly as possible after the Closing Time. The Lead Underwriter will notify the Company when the Underwriters have ceased the distribution of the Offered Shares, and, within thirty (30) days after the Closing Date, will provide the Company, in writing, with a breakdown of the number of Offered Shares distributed (i) in each of the Qualifying Jurisdictions, and (ii) in any other Selling Jurisdictions. It is agreed that no Underwriter will be liable for any act, omission, default or conduct by any other Underwriter under the foregoing Section 6. Further, no Underwriter will be liable to the Company under this section with respect to a violation by another Underwriter of the provisions of this section if the former Underwriter is not itself also in violationU.S. Securities Act.

Representations, Warranties and Covenants of the Underwriters. The Underwriters Each Underwriter hereby represent, warrant severally and covenant not jointly and severally represents and warrants to the Company, Corporation and acknowledge acknowledges that the Company Corporation is relying upon such representations and warranties, that: (a) the Underwriters are valid and subsisting corporations under the laws in respect of the jurisdictions in which they were respectively incorporatedoffer and sale of the Offered Units, continued or amalgamated and have it will comply with all Applicable Securities Laws; (b) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; (bc) during the period it and its representatives have not engaged in or authorized, and will not engage in or authorize, any form of distribution general solicitation or general advertising in connection with or in respect of the Offered Shares by Units in any newspaper, magazine, printed media of general and regular paid circulation or through the Underwritersany similar medium, the Underwriters will offer and sell the Offered Shares only in the Selling Jurisdictions where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus and this Agreement either directly or through other selling group members; (c) they will comply with applicable Securities Laws in connection with broadcast over radio or television or otherwise or conduct any seminar or meeting concerning the offer and or sale and distribution of the Offered SharesUnits (including the Common Shares and Warrants comprising such Units) whose attendees have been invited by any general solicitation or general advertising; (d) they it has not and will not directly or indirectly, solicit, offer solicit offers to purchase or sell the Offered Shares or deliver any Offering Document Units so as to purchasers in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document with respect thereto or the provision of a contractual right of action (as defined in Ontario Securities Commission Rule 14-501) under the laws of any jurisdiction, including the United States or any state thereof, or that would result in the Company Corporation having any reporting obligation under the U.S. Exchange Act; (e) it will use reasonable commercial efforts to obtain from each purchaser an executed Subscription Agreement and will use their reasonable best efforts to obtain information from each purchaser required for the Corporation to complete, all other applicable forms, reports, undertakings and documentation required under Applicable Securities Laws or other obligation required by the Corporation, acting reasonably; (f) it will offer and sell the Offered Units (including the Common Shares and Warrants comprising such Units) in the United States and to, or for the account or benefit of, U.S. Persons only to Qualified Institutional Buyers in compliance with the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A and similar exemptions under applicable state securities laws, and in the manner described in Schedule “A” to this Agreement; (g) it will conduct the offers and sales of the Offered Units (including the Common Shares and Warrants comprising such Units) in such jurisdictiona manner so as not to require registration thereof under the U.S. Securities Act or applicable state securities laws, and will ensure that offers of the Offered Units in the United States or to or for the account or benefit of U.S. Persons will be conducted by the Underwriters exclusively through a U.S. Affiliate in compliance with all other United States federal and state securities laws, including, without limitation, applicable laws and regulations governing the United States, registration and each Underwriter shall ensure that each selling group member will comply with the provisions conduct of this Section 6; (e) they shall not provide to prospective Purchasers any document or other material that would constitute an “offering memorandum” within the meaning of Canadian Securities Laws; (f) upon the Company obtaining the necessary receipt or deemed receipt in each of the Qualifying Jurisdictions pursuant to the Passport System brokers and NI 44-101, they shall deliver one copy of each of the Offering Documents, as applicable, to each of the Purchasers; (g) they will not make use of any “greensheet” or marketing materials in respect of the Company and the Offering, other than the Marketing Materials, without the prior written approval of the Companydealers; (h) they except as permitted under this Agreement (including Schedule “A” hereto), it will not make offer or sell any representations or warranties with respect to Offered Units (including the Company, or Common Shares other than as set forth in this Agreement, and Warrants comprising such Units) within the Offering Documents United States or otherwise without to or for the prior written approval account or benefit of the Companya U.S. Person; and (i) they will use commercially reasonable efforts it is duly registered pursuant to complete the distribution of the Offered Shares as promptly as possible after the Closing Time. The Lead Underwriter will notify the Company when the Underwriters have ceased the distribution of the Offered Shares, and, within thirty (30) days after the Closing Date, will provide the Company, in writing, with a breakdown of the number of Offered Shares distributed (i) in each of the Qualifying Jurisdictions, and (ii) in any other Selling Jurisdictions. It is agreed that no Underwriter will be liable for any act, omission, default or conduct by any other Underwriter under the foregoing Section 6. Further, no Underwriter will be liable to the Company under this section with respect to a violation by another Underwriter of the provisions of Canadian Securities Laws, and is a member in good standing of the Investment Industry Regulatory Organization of Canada, and is duly registered or licensed as investment dealers in those jurisdictions in which they are required to be so registered in order to perform the services contemplated by this section Agreement, or if or where not so registered or licensed, it act only through members of a selling group who are so registered or licensed. The representations and warranties of each Underwriter contained in this Agreement shall be true at the former Underwriter is not itself also in violationClosing Time as though they were made at the Closing Time and they shall survive the completion of the transactions contemplated under this Agreement.

Representations, Warranties and Covenants of the Underwriters. The Underwriters hereby representEach Underwriter and U.S. Affiliate jointly and not severally (but not jointly with any other Underwriter or its respective U.S. Affiliate), warrant acknowledges, represents, warrants and covenant covenants to the Company, and acknowledge that the Company is relying upon such representations and warranties, that: (a) the sale of the Securities in the United States will be made only: (i) by the Underwriters or their respective U.S. Affiliates, acting as agents, pursuant to Rule 144A to persons who are, or are valid and subsisting corporations under the reasonably believed by them to be, Qualified Institutional Buyers, in compliance with any applicable state securities laws of the jurisdictions in which they were respectively incorporatedUnited States and such purchaser shall have made the representations, continued or amalgamated warranties and have good and sufficient right and authority to enter into this Agreement and complete the transactions under this Agreement on the terms and conditions agreements set forth hereinin the QIB Certificate or (ii) by the Company pursuant to Section 4(a)(2) of the 1933 Act and similar exemptions from applicable state securities laws to Substituted Purchasers arranged by the Underwriters or their U.S. Affiliates that are Institutional Accredited Investors with which it or its U.S. Affiliate has a pre-existing substantive relationship and such Substituted Purchaser shall have made the representations, warranties and agreements set forth in the U.S. Subscription Agreement; (b) during the period of distribution 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 Offered Shares by or through the Underwriters1933 Act and applicable state securities laws. It has not offered and sold, and will not offer and sell, any Securities except to persons it reasonably believes to be Qualified Institutional Buyers and it has not arranged for, and will not arrange for, the Underwriters will offer and sell sale by the Offered Shares only in the Selling Jurisdictions where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus and this Agreement either directly Company of any Securities except to Substituted Purchasers that are Institutional Accredited Investors with which it or through other selling group membersits U.S. Affiliate has a pre-existing substantive relationship; (c) they 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 comply with applicable Securities Laws in connection with the not solicit offers for, and have not offered to sell and will not offer and sale and distribution to sell, any of the Offered SharesSecurities 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; (d) they it has not entered and will not directly enter into any contractual arrangement with respect to the distribution of the Securities, except with its U.S. Affiliate, any selling group members or indirectlywith the prior written consent of the Company; (e) it shall require each selling group member to agree, solicitfor the benefit of the Company, offer to purchase or sell the Offered Shares or deliver any Offering Document to purchasers in any jurisdiction, other than the Qualifying Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document or would result in the Company having any reporting or other obligation in such jurisdiction, including, without limitation, the United Statescomply with, and each Underwriter shall use its commercially reasonable efforts to ensure that each selling group member will comply with complies with, the provisions of this Section 6; (e) they shall not provide Schedule A applicable to prospective Purchasers any document or other material that would constitute an “offering memorandum” within the meaning of Canadian Securities LawsUnderwriter as if such provisions applied to such selling group member; (f) upon the Company obtaining the necessary receipt or deemed receipt in each all offers and sales of the Qualifying Jurisdictions 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 Passport System U.S. Exchange Act in accordance with all applicable broker- dealer laws and NI 44-101, they shall deliver one copy of each of the Offering Documents, as applicable, to each of the Purchasersin compliance with this Schedule A; (g) they will not make use of any “greensheet” or marketing materials each U.S. Affiliate offering the Securities to Qualified Institutional Buyers pursuant to Rule 144A in respect of the Company and the Offering, other than the Marketing Materials, without the prior written approval of the CompanyUnited States is a Qualified Institutional Buyer; (h) it will solicit (and will cause its U.S. Affiliate to solicit, as applicable) offers for the Securities in the United States only to, and it and they have offered and solicited only from and to (i) Substituted Purchasers that are Institutional Accredited Investors with which it or its U.S. Affiliate has a pre-existing substantive relationship in accordance with the exemption from registration under the 1933 Act afforded by Section 4(a)(2) of the 1933 Act and similar exemptions from applicable state securities laws, or (ii) 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; (i) it will inform (and will cause its U.S. Affiliate to inform, as applicable) all purchasers of the Securities in the United States or who were offered Shares in the United States that the Securities have not been and will not make any representations be registered under the 1933 Act and are being offered and sold to such purchasers without registration under the 1933 Act in reliance upon either Rule 144A or warranties Section 4(a)(2) of the 1933 Act and similar exemptions from applicable state securities laws, as applicable, and that the 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 respect to applicable legends set forth on such securities and the Company, or Common Shares other than as restrictions set forth in this Agreementthe documents and agreements governing such securities; (j) prior to the Closing Time, the Offering Documents it will deliver (i) a duly completed and executed QIB Certificate from each purchaser purchasing as a Qualified Institutional Buyer pursuant to Rule 144A or otherwise without the prior written approval (ii) a duly completed and executed U.S. Subscription Agreement from each purchaser purchasing as an Institutional Accredited Investor pursuant to Section 4(a)(2) of the Company1933 Act and similar exemptions from applicable state securities laws; and (k) at Closing, it and its U.S. Affiliates will either (i) they will use commercially reasonable efforts provide a certificate, substantially in the form of Annex 1 to complete this Schedule A, or (ii) be deemed to have represented and warranted to the distribution Company as of the Offered Shares as promptly as possible after Closing Time that neither it nor they offered or sold any Securities in the Closing TimeUnited States. The Lead Underwriter will notify In connection with the Company when the Underwriters have ceased the distribution of the Offered Shares, and, within thirty (30) days after the Closing Date, will provide the Company, in writing, with a breakdown of the number private placement of Offered Shares distributed (ithe “Offered Shares”) of Trulieve Cannabis Corp. (the “Corporation”) in each the United States, the undersigned, being one of the Qualifying Jurisdictionsseveral Underwriters referred to in the underwriting agreement dated as of September ⚫, 2020, among the Corporation and the Underwriters (the “Underwriting Agreement”), and the placement agent in the United States for such Underwriter (iithe “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 Shares 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 any other Selling Jurisdictions. It which such offer or sale was made (unless exempted from the respective state’s broker-dealer registration requirements), and is agreed that no Underwriter 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 liable for any act, omission, default or conduct effected by any other Underwriter the U.S. Affiliate in accordance with all U.S. broker-dealer requirements; 2. we acknowledge that the Securities have not been registered under the foregoing Section 6. Further, no Underwriter will 1933 Act or any applicable state securities laws and may not be liable offered or sold within the United States except pursuant to an available exemption from the Company under this section with respect to a violation by another Underwriter registration requirements of the provisions 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 this section if the former Underwriter is not itself also in violation.General Solicitation or General Advertising;