Common use of Underwriters’ Obligation to Purchase Clause in Contracts

Underwriters’ Obligation to Purchase. The obligation of the Underwriter to purchase the Units at the Closing Time shall be subject to the following conditions (it being understood that the Underwriter may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriter any such waiver or extension must be in writing): (a) all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation to approve the Prospectus, to obtain the approval of the TSX to the Offering and to validly offer, sell and distribute the Units, to issue to the Underwriter the Underwriter’s Warrants, to pay the Commission and to grant the Over-Allotment Option will have been taken; (b) the Corporation shall have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Canadian Securities Regulators for the Prospectus and to permit the Corporation to complete its obligations hereunder; (c) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the securities of the Corporation will have been issued and no proceedings for such purpose, to the best of the knowledge of the Corporation, will be pending or threatened; (d) the Underwriter not having exercised any rights of termination set forth in this Agreement; (e) the Corporation shall have, as of the Closing Time, complied with all of its material covenants and agreements contained in this Agreement; (f) the Underwriter shall have received executed Lock-Up Agreements in favour of the Underwriter as required pursuant to Section 12 of this Agreement; (g) the Underwriter shall have received an executed copy of the Warrant Indenture; (h) the Underwriter shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Torys LLP the Corporation’s legal counsel, addressed to the Underwriter as to all legal matters customarily and reasonably requested by the Underwriter relating to the Corporation and the creation, issuance and sale of the Units or, instead of rendering opinions relating to the laws of the Qualifying Jurisdictions other than Ontario and Alberta or elsewhere, the Corporation’s solicitors may engage one or more legal counsel in the Qualifying Provinces or elsewhere to provide such local counsel opinions as may be necessary: (i) if any of the purchasers are, or are acting for the account or benefit of, persons in the United States or U.S. Persons, the Underwriter shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Torys LLP, acting as United States securities counsel for the Corporation, addressed to the Underwriter, in form and substance satisfactory to the Underwriter, acting reasonably, that the offer and sale of Units to, or for the account or benefit of, persons in the United States and U.S. Persons, in the manner contemplated by this Agreement (including Schedule “A” hereto) and any exhibits thereto) and the U.S. Memorandum (and exhibits thereto), does not require registration under the U.S. Securities Act, it being understood that such counsel may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others; (j) the Underwriter shall have received a legal opinion dated the Closing Date from local counsel to the Corporation as to the incorporation, capacity, ownership, subsistence and authorized and issued capital of each of the Corporation, The Green Organic Dutchman Ltd., The Green Organic Hemp Ltd., Medican Organic Inc., 9371-8633 Québec Inc., HemPoland sp. z.o.o., PHK sp. z.o.o. and Green Absolutes sp. z.o.o., and such other legal matters reasonably requested by the Underwriter; (k) the Underwriter shall have received an incumbency certificate dated the Closing Date including specimen signatures of the Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder; (l) the Underwriter shall have received a certificate, dated the Closing Date, of such two senior officers of the Corporation as are acceptable to the Underwriter, addressed to the Underwriter, to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects as if made at and as of the Closing Time and the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares in the Qualifying Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and, to the knowledge of the officers, no proceedings, investigations or enquiries for that purpose have been instituted or are pending; (iii) the articles and notice of articles of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof; (iv) the minutes or other records of various proceedings and actions of the Corporation’s Board of Directors relating to the Offering and delivered at Closing are full, true and correct copies thereof and have not been modified or rescinded as of the date thereof; and (v) subsequent to the respective dates as at which information is given in the Prospectus, there has not been a Material Adverse Change other than as disclosed in the Prospectus or any Supplementary Material, as the case may be. (m) the Underwriter shall have received a letter dated as of the Closing Date, in form and substance satisfactory to the Underwriter, addressed to the Underwriter and the directors of the Corporation from the Corporation’s Auditor, confirming the continued accuracy of the comfort letter to be delivered to the Underwriter pursuant to subsection 4(a)(i) hereof with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, which changes shall be acceptable to the Underwriter; (n) the Unit Shares, Warrant Shares, Underwriter’s Warrant Shares and Warrants shall have been approved for listing on the TSX, subject only to the official notices of issuance and fulfilment of the Standard Listing Conditions; (o) the Underwriter shall have received a certificate of good standing in respect of the Corporation as at the date that is one Business Day prior to the Closing Date; (p) the Underwriter shall have received certificates or lists, issued under the Securities Laws of the Qualifying Jurisdictions stating or evidencing that the Corporation is not in default under such Securities Laws; and (q) the Underwriter shall have received a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to the Closing Date.

Underwriters’ Obligation to Purchase. The obligation of the Underwriter Underwriters to purchase the Units Special Warrants at the Closing Time shall be subject to the satisfaction of each of the following conditions (it being understood that the Underwriter Underwriters may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its their rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriter Underwriters any such waiver or extension must be in writingwriting and signed by each of them): (a) all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation to approve the Prospectus, to obtain the approval of the TSX to the Offering and to validly offer, sell and distribute the Units, to issue to the Underwriter the Underwriter’s Warrants, to pay the Commission and to grant the Over-Allotment Option will have been taken; (b) the Corporation shall have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Canadian Securities Regulators for the Prospectus and to permit the Corporation to complete its obligations hereunder; (c) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the securities of the Corporation will have been issued and no proceedings for such purpose, to the best of the knowledge of the Corporation, will be pending or threatened; (d) the Underwriter not having exercised any rights of termination set forth in this Agreement; (e) the Corporation shall have, as of the Closing Time, complied with all of its material covenants and agreements contained in this Agreement; (f) the Underwriter shall have received executed Lock-Up Agreements in favour of the Underwriter as required pursuant to Section 12 of this Agreement; (g) the Underwriter shall have received an executed copy of the Warrant Indenture; (h) the Underwriter Underwriters shall have received an opinion, dated as of the Closing Date and subject to customary qualifications, of Torys XxXxxxxx Xxxxxxxx LLP and from local counsel, as applicable, in the Selling Jurisdictions other than Québec (it being understood that such counsel may rely to the extent appropriate in the circumstances, (i) as to matters of fact, on certificates of the Corporation executed on its behalf by a senior officer of the Corporation and on certificates or other documents of Computershare Investor Services Inc., the transfer agent and registrar for the Corporation, as to the issued capital of the Corporation; and (ii) as to matters of fact not independently established, on certificates of the Corporation’s legal counsel, addressed auditors or a public official) with respect to the Underwriter as to all legal matters customarily and reasonably requested by the Underwriter relating to the Corporation and the creation, issuance and sale of the Units or, instead of rendering opinions relating to the laws of the Qualifying Jurisdictions other than Ontario and Alberta or elsewhere, the Corporation’s solicitors may engage one or more legal counsel in the Qualifying Provinces or elsewhere to provide such local counsel opinions as may be necessaryfollowing matters: (i) if as to the incorporation and subsistence of the Corporation under the laws of the Province of Québec and as to the corporate power of the Corporation to carry out its obligations under this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Convertible Debenture Indenture and the Warrant Indenture, and to issue the Special Warrants; (ii) as to the authorized capital of the Corporation; (iii) that the Corporation has taken all necessary corporate action to authorize the execution and delivery of this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Convertible Debenture Indenture and the Warrant Indenture, and that this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Convertible Debenture Indenture and the Warrant Indenture each constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity or contribution); (iv) that the execution and delivery of this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Convertible Debenture Indenture and the Warrant Indenture, and the performance by the Corporation of its obligations hereunder and thereunder does not and will not conflict with, result in a breach of or create a state of facts which, whether with or without the giving of notice or lapse of time or both, will result in a breach or violation of any of the purchasers areterms, conditions or provisions of the articles or by-laws of the Corporation; (v) no consent, approval, authorization or order of or filing, registration or qualification with any court, governmental agency or body or regulatory authority having jurisdiction is required as at the date hereof for the execution and delivery by the Corporation of this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Convertible Debenture Indenture or the Warrant Indenture and the performance of its obligations hereunder and thereunder, except for such as have been made or obtained; (vi) the Special Warrants and Qualified Securities have been duly authorized and validly allotted for issuance by the Corporation; (vii) the Underlying Shares have been duly authorized and validly allotted for issuance by the Corporation and, when issued in accordance with the terms of the Qualified Securities, will be outstanding as fully paid and non-assessable shares; (viii) the form of the share certificate representing the Common Shares complies with the requirements under the Business Corporations Act (Québec) and conforms, in all material respects, with the rules of the TSXV and has been duly approved by the Corporation; (ix) the offering, issue, sale and delivery of the Special Warrants to the Purchasers in the Qualifying Provinces are exempt from the prospectus requirements of the Canadian Securities Laws, and no prospectus is or will be required, nor are or will any other documents be required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of any regulatory authority required to be obtained under the Canadian Securities Laws, to permit the offering, issue, sale and delivery of the Special Warrants to the Purchasers in the Qualifying Provinces; it being noted, however, that the Corporation is required to file or cause to be filed with the securities regulators in each applicable Qualifying Provinces, a report on Form 45-106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within 10 days following the Closing Date; (x) other than a trade that is otherwise exempt from the prospectus and registration requirements of the Canadian Securities Laws, the first trade, if any, by the Purchasers of the Special Warrants or, if applicable, the first trade, if any, by the Underwriters of the Underlying Securities, is a distribution, unless at the time of such trade: (A) the Corporation is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (B) at least four months have elapsed from the distribution date of the securities; (C) the certificates representing the Special Warrants or once issued, if applicable, the Underlying Securities carry a legend or will carry a legend, or are acting ownership statement issued under a direct registration system acceptable to the regulator, as required pursuant to section 2.5 of NI 45-102; (D) the trade is not a “control distribution” (as defined in NI 45-102); (E) no unusual effort is made to prepare the market or to create a demand for the account security that is the subject of the trade; (F) no extraordinary commission or benefit ofconsideration is paid to a person or company in respect of the trade; and (G) if the selling security holder is an insider or officer of the Corporation, persons the selling security holder has no reasonable grounds to believe that the Corporation is in default of securities legislation; (xi) that Computershare Investor Services Inc. at its principal office in the City of Montréal has been duly appointed as the transfer agent and registrar for the Common Shares; (xii) that the Special Warrants will, as of the date they are issued, be “qualified investments” under the Income Tax Act (Canada) and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, deferred profit sharing plans, registered disability savings plans and tax free savings accounts; (xiii) that the Underlying Securities have been conditionally approved for listing on the TSXV subject only to the Listing Conditions; (xiv) provided that if a Final Prospectus, and any amendment thereto, relating to the issuance by the Corporation of the Qualified Securities has been filed, and a Final Receipt obtained, that no “material change”, within the meaning of Securities Laws, occurs between the date of issuance of the Final Receipt and the date of deemed exercise of the Special Warrants and that copies of the Final Prospectus are delivered to the purchasers of Special Warrants: (i) the sale by a Purchaser of any Qualified Securities after the issuance of the Final Receipt will not be subject to the prospectus requirements under Securities Laws; (ii) such Qualified Securities will not be subject to any statutory hold period or restricted period under Securities Laws; and (iii) no filing, proceeding, approval, consent or authorization under the prospectus requirements of Securities Laws will be required to permit the trading of such Qualified Securities in the Qualifying Provinces (through registrants registered under Securities Laws, who have complied with such laws); and (xv) as to such other matters as the Underwriters’ counsel may reasonably request prior to the Closing Time; (b) if any Special Warrants are being sold in the United States or to U.S. PersonsPersons pursuant to Schedule “A” to this Agreement, the Underwriter Underwriters shall have received an opinion, dated the Closing Date and subject a favourable legal opinion to customary qualifications, of Torys LLP, acting as be delivered by United States securities counsel for the Corporation, addressed to the Underwritercounsel, in form and substance satisfactory to the UnderwriterUnderwriters, acting reasonably, to the effect that no registration of the offer and sale of Units to, or for the account or benefit of, persons in the United States and U.S. Persons, in the manner contemplated by this Agreement (including Schedule “A” hereto) and any exhibits thereto) and the U.S. Memorandum (and exhibits thereto), does not require registration Special Warrants is required under the U.S. Securities Act, it being understood that such counsel may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others; (jc) the Underwriter Underwriters shall have received a legal opinion dated in respect of the Closing Date from local counsel to Material Subsidiaries in connection with: (i) the Corporation incorporation and existence under the laws of their jurisdiction of incorporation; (ii) as to the incorporation, capacity, ownership, subsistence and authorized and issued share capital of each and the holders of the Corporation, The Green Organic Dutchman Ltd., The Green Organic Hemp Ltd., Medican Organic Inc., 9371-8633 Québec Inc., HemPoland sp. z.o.o., PHK sp. z.o.o. issued and Green Absolutes sp. z.o.o., outstanding shares; and such other legal matters reasonably requested by (iii) the Underwriterrequisite corporate power under the laws of their jurisdiction of incorporation to carry on their businesses as presently carried on and to own their properties and assets; (kd) unless advised by the Underwriters that settlement shall take place by way of electronic deposit, the Underwriters shall have received certificates evidencing the Special Warrants in form and substance satisfactory to the Underwriters, acting reasonably; (e) the Underwriter Underwriters shall have received an incumbency certificate certificate, dated as of the Closing Date Date, including specimen signatures of the Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder; (lf) the Underwriter Underwriters shall have received a certificate, dated as of the Closing Date, of the Chief Executive Officer and the Chief Financial Officer of the Corporation (or such two senior other officer or officers of the Corporation as are acceptable to the UnderwriterUnderwriters, acting reasonably), addressed to the Underwriter, Underwriters to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects (or, if qualified by materiality, in all respects) as if made at and as of the Closing Time Time, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties shall be true and correct, in all material respects (of, if qualified by materiality, in all respects), as of such date, after giving effect to the transactions contemplated by this Agreement, and the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares in the Qualifying Jurisdictions Provinces has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and, to the knowledge of the officers, and no proceedings, investigations or enquiries for that purpose have been instituted or are pending; (iii) the articles and notice of articles by-laws of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof; (iv) the minutes or other records of various proceedings and actions of the Corporation’s Board of Directors relating to the Offering and delivered at Closing are full, true and correct copies thereof and have not been modified or rescinded as of the date thereof; and; (v) subsequent to the respective dates as at which information is given in the Prospectus, there has not been a Material Adverse Change other than as disclosed material adverse change or event or occurrence that would reasonably be expected to result in the Prospectus or any Supplementary Material, as the case may be.a material adverse change; and (mvi) the Underwriter shall have received a letter dated as none of the Closing Date, in form and substance satisfactory to the Underwriter, addressed to the Underwriter and the directors of the Corporation from documents filed with Canadian Securities Regulators forming the Corporation’s AuditorInformation Record contained a misrepresentation as at the time the relevant document was filed that has not since been corrected, confirming and each such statement shall be true and the continued accuracy of the comfort letter to be delivered Underwriters shall have no knowledge to the Underwriter pursuant to subsection 4(a)(i) hereof with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, which changes shall be acceptable to the Underwritercontrary; (ng) the Unit Shares, Warrant Shares, Underwriter’s Warrant Shares and Warrants Underlying Securities shall have been conditionally approved for listing on the TSXTSXV, subject only to the official notices of issuance and fulfilment of Listing Conditions set out in the Standard Listing ConditionsTSXV Letter; (oh) the Underwriter Underwriters and their counsel shall have been provided with information and documentation, reasonably requested relating to their due diligence inquiries and investigations and shall not have identified any material adverse changes or misrepresentations or any items materially adversely affecting the Corporation’s affairs which exist as of the date hereof but which have not been disseminated to the public in accordance with applicable Canadian Securities Laws; (i) the Underwriters shall have received a certificate of good standing status in respect of the Corporation as at and the date that is one Business Day prior to the Closing DateCanadian Material Subsidiaries; (pj) the Underwriter Underwriters shall have received certificates or lists, issued under the Securities Laws of the Qualifying Jurisdictions stating or evidencing satisfactory evidence that the Corporation is not in default under such Canadian Securities Laws; andLaws in the jurisdictions in which it is a reporting issuer; (qk) the Underwriter Underwriters shall have received a certificate or other document from Computershare Investor Services Inc. dated the Transfer Agent Closing Date as to the number of Common Shares issued and outstanding as at a date no more than two the Business Days Day prior to the Closing Date; and (l) the Subscription Agreements shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Underwriters and their counsel, acting reasonably.

Underwriters’ Obligation to Purchase. The obligation of the Underwriter to purchase the Units at the Closing Time shall be subject to the following conditions (it being understood that the Underwriter may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriter any such waiver or extension must be in writing): (a) all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation to approve the Prospectus, to obtain the approval of the TSX to the Offering and to validly offer, sell and distribute the Units, to issue to the Underwriter the Underwriter’s Warrants, to pay the Commission and to grant the Over-Allotment Option will have been taken; (b) the Corporation shall have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Canadian Securities Regulators for the Prospectus and to permit the Corporation to complete its obligations hereunder; (c) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the securities of the Corporation will have been issued and no proceedings for such purpose, to the best of the knowledge of the Corporation, will be pending or threatened; (d) the Underwriter not having exercised any rights of termination set forth in this Agreement; (e) the Corporation shall have, as of the Closing Time, complied with all of its material covenants and agreements contained in this Agreement; (f) the Underwriter shall have received executed Lock-Up Agreements in favour of the Underwriter as required pursuant to Section 12 of this Agreement; (g) the Underwriter shall have received an executed copy of the Warrant Indenture; (h) the Underwriter shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Torys LLP the Corporation’s legal counsel, addressed to the Underwriter as to all legal matters customarily and reasonably requested by the Underwriter relating to the Corporation and the creation, issuance and sale of the Units or, instead of rendering opinions relating to the laws of the Qualifying Jurisdictions other than Ontario and Alberta or elsewhere, the Corporation’s solicitors may engage one or more legal counsel in the Qualifying Provinces or elsewhere to provide such local counsel opinions as may be necessary: (i) if any of the purchasers are, or are acting for the account or benefit of, persons in the United States or U.S. Persons, the Underwriter shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Torys LLP, acting as United States securities counsel for the Corporation, addressed to the Underwriter, in form and substance satisfactory to the Underwriter, acting reasonably, that the offer and sale of Units to, or for the account or benefit of, persons in the United States and U.S. Persons, in the manner contemplated by this Agreement (including Schedule “A” hereto) and any exhibits thereto) and the U.S. Memorandum (and exhibits thereto), does not require registration under the U.S. Securities Act, it being understood that such counsel may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others; (j) the Underwriter shall have received a legal opinion dated the Closing Date from local counsel to the Corporation as to the incorporation, capacity, ownership, subsistence and authorized and issued capital of each of the Corporation, The Green Organic Dutchman Ltd., The Green Organic Hemp Ltd., Medican Organic Inc., 9371-8633 Québec Inc., HemPoland sp. z.o.o., PHK sp. z.o.o. and Green Absolutes sp. z.o.o., and such other legal matters reasonably requested by the Underwriter; (kj) the Underwriter shall have received an incumbency certificate dated the Closing Date including specimen signatures of the Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder; (lk) the Underwriter shall have received a certificate, dated the Closing Date, of such two senior officers of the Corporation as are acceptable to the Underwriter, addressed to the Underwriter, to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects as if made at and as of the Closing Time and the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares in the Qualifying Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and, to the knowledge of the officers, no proceedings, investigations or enquiries for that purpose have been instituted or are pending; (iii) the articles and notice of articles of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof; (iv) the minutes or other records of various proceedings and actions of the Corporation’s Board of Directors relating to the Offering and delivered at Closing are full, true and correct copies thereof and have not been modified or rescinded as of the date thereof; and (v) subsequent to the respective dates as at which information is given in the Prospectus, there has not been a Material Adverse Change other than as disclosed in the Prospectus or any Supplementary Material, as the case may be. (ml) the Underwriter shall have received a letter dated as of the Closing Date, in form and substance satisfactory to the Underwriter, addressed to the Underwriter and the directors of the Corporation from the Corporation’s Auditor, confirming the continued accuracy of the comfort letter to be delivered to the Underwriter pursuant to subsection 4(a)(i) hereof with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, which changes shall be acceptable to the Underwriter; (nm) the Unit Shares, Warrant Shares, Shares and Underwriter’s Warrant Shares and Warrants shall have been approved for listing on the TSX, subject only to the official notices of issuance and fulfilment of the Standard Listing Conditions; (on) the Underwriter shall have received a certificate of good standing in respect of the Corporation as at the date that is one Business Day prior to the Closing Date; (po) the Underwriter shall have received certificates or lists, issued under the Securities Laws of the Qualifying Jurisdictions stating or evidencing that the Corporation is not in default under such Securities Laws; and (qp) the Underwriter shall have received a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to the Closing Date.

Underwriters’ Obligation to Purchase. The obligation of the Underwriter Underwriters under this Agreement to purchase the Units Offered Securities at the Closing Time and at any Over-Allotment Closing shall be subject to the satisfaction of each of the following conditions (it being understood that the Underwriter Underwriters may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its their rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliancecompliance of the Company, provided that to be binding on the Underwriter Underwriters any such waiver or extension must be in writingwriting and signed by each of them): (a) all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation to approve the Prospectus, to obtain the approval of the TSX to the Offering and to validly offer, sell and distribute the Units, to issue to the Underwriter the Underwriter’s Warrants, to pay the Commission and to grant the Over-Allotment Option will have been taken; (b) the Corporation shall have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Canadian Securities Regulators for the Prospectus and to permit the Corporation to complete its obligations hereunder; (c) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the securities of the Corporation will have been issued and no proceedings for such purpose, to the best of the knowledge of the Corporation, will be pending or threatened; (d) the Underwriter not having exercised any rights of termination set forth in this Agreement; (e) the Corporation shall have, as of the Closing Time, complied with all of its material covenants and agreements contained in this Agreement; (f) the Underwriter shall have received executed Lock-Up Agreements in favour of the Underwriter as required pursuant to Section 12 of this Agreement; (g) the Underwriter shall have received an executed copy of the Warrant Indenture; (h) the Underwriter Underwriters shall have received an opinion, dated as of the Closing Date and subject to customary qualifications, of Torys LLP the Corporation’s legal counselGowling WLG (Canada) LLP, addressed Canadian counsel to the Underwriter as to all legal matters customarily and reasonably requested by the Underwriter relating to the Corporation and the creationCompany, issuance and sale of the Units or, instead of rendering opinions relating to the laws of the Qualifying Jurisdictions other than Ontario and Alberta or elsewhere, the Corporation’s solicitors may engage one or more legal from local counsel in the Qualifying Provinces or elsewhere to provide such local counsel opinions as may be necessary: Jurisdictions (i) if any of the purchasers are, or are acting for the account or benefit of, persons in the United States or U.S. Persons, the Underwriter shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Torys LLP, acting as United States securities counsel for the Corporation, addressed to the Underwriter, in form and substance satisfactory to the Underwriter, acting reasonably, that the offer and sale of Units to, or for the account or benefit of, persons in the United States and U.S. Persons, in the manner contemplated by this Agreement (including Schedule “A” hereto) and any exhibits thereto) and the U.S. Memorandum (and exhibits thereto), does not require registration under the U.S. Securities Act, it being understood that such counsel may rely, rely to the extent appropriate in the circumstances, (i) as to matters of fact, on certificates of the Company executed on its behalf by a senior officer of the Company and on certificates of the Transfer Agent as to the issued capital of the Company; and (ii) as to matters of fact not independently established, on certificates of officers the Company’s Auditors or a public official) with respect to the following matters: (i) that the Company is a “reporting issuer” under Canadian Securities Laws in each of the Corporation Qualifying Jurisdictions and othersit is not listed as in default of applicable Canadian Securities Laws in any of the Qualifying Jurisdictions which maintain such a list; (jii) the Underwriter shall have received a legal opinion dated the Closing Date from local counsel to the Corporation as to the incorporation, capacity, ownership, subsistence incorporation and valid existence of the Company; (iii) as to the authorized and issued capital of each of the Corporation, The Green Organic Dutchman Ltd., The Green Organic Hemp Ltd., Medican Organic Inc., 9371-8633 Québec Inc., HemPoland sp. z.o.o., PHK sp. z.o.o. and Green Absolutes sp. z.o.o., and such other legal matters reasonably requested by the Underwriter; (k) the Underwriter shall have received an incumbency certificate dated the Closing Date including specimen signatures of the Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder; (l) the Underwriter shall have received a certificate, dated the Closing Date, of such two senior officers of the Corporation as are acceptable to the Underwriter, addressed to the Underwriter, to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects as if made at and as of the Closing Time and the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares in the Qualifying Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and, to the knowledge of the officers, no proceedings, investigations or enquiries for that purpose have been instituted or are pending; (iii) the articles and notice of articles of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereofCompany; (iv) that the minutes Company has the corporate power and capacity to own or other records of various proceedings lease its properties and actions of assets, to invest in accordance with the Corporation’s Board of Directors relating investment objectives and strategies set out in the Prospectus, to carry on its business as it is currently conducted, to own or lease its properties and assets as described in the Offering Prospectus, and delivered at Closing are fullto execute, true deliver and correct copies thereof perform its obligations under the Transaction Documents, and have not been modified or rescinded to issue and sell the securities as of the date thereof; andcontemplated by this Agreement; (v) subsequent that all necessary corporate action has been taken by the Company to authorize the execution and delivery of the Transaction Documents and the performance of the Company’s obligations hereunder and thereunder and the issuance of the securities as contemplated by this Agreement; (vi) that all necessary corporate action has been taken by the Company to authorize the execution and delivery of the Preliminary Prospectus, the Final Prospectus, the U.S. Memorandum and any Supplementary Material and the filing of such documents, as applicable, under Canadian Securities Laws; (vii) that the Company has duly authorized, executed and delivered the Transaction Documents and authorized the performance of its obligations hereunder and thereunder, including the offering, creation (as applicable), issue, sale and delivery of the Unit Shares and the Warrants comprising the Offered Units, the grant of the Over-Allotment Option, the offering, creation (as applicable) issue, sale and delivery of the Additional Shares and Additional Warrants comprising the Additional Units upon exercise of the Over-Allotment Option, the issue of the Compensation Options and the Compensation Option Shares and Compensation Option Warrants upon the exercise of the Compensation Options, the issue, sale and delivery of the Warrant Shares upon the exercise of the Warrants, and the issue of the Compensation Option Warrant Shares upon the exercise of the Compensation Option Warrants, and each of the Transaction Documents constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to appropriate qualifications that are customary of an offering of this nature; (viii) that the execution and delivery of the Transaction Documents, the performance by the Company of its obligations hereunder and thereunder and the issuance and sale of the Offered Securities and the Compensation Options and the consummation by it of the transactions contemplated hereby and thereby does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any laws of any of the Qualifying Jurisdictions applicable to the respective dates Company, including Canadian Securities Laws, the CSE policies and the BCBCA; (B) the resolutions of the board of directors or shareholders of the Company; or (C) the constating documents of the Company; (ix) that the Unit Shares, Warrants and Compensation Options have been duly and validly created and issued; (x) that the Unit Shares have been validly issued as at which information is given fully paid and non-assessable securities in the Prospectuscapital of the Company; (xi) that the Warrant Shares have been authorized and allotted for issuance and, there has not been a Material Adverse Change other than upon the issuance of the Warrant Shares following due exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued as disclosed fully paid and non-assessable securities in the Prospectus capital of the Company; (xii) that the Compensation Option Shares have been authorized and allotted for issuance and, upon the issuance of the Compensation Option Shares following due exercise of the Compensation Options in accordance with the terms thereof, the Compensation Option Shares will be validly issued as fully paid and non- assessable securities in the capital of the Company; (xiii) that the Compensation Option Warrants have been authorized and allotted for issuance; (xiv) that the Compensation Option Warrant Shares have been authorized and allotted for issuance and, upon the issuance of the Compensation Option Warrant Shares following due exercise of the Compensation Option Warrants in accordance with the terms thereof, the Compensation Option Warrant Shares will be validly issued as fully paid and non-assessable securities in the capital of the Company; (xv) that the Over-Allotment Option has been duly and validly authorized and granted by the Company and the Additional Shares and Additional Warrants issuable upon the exercise of the Over-Allotment Option have been duly and validly created, allotted and reserved for issuance by the Company and, upon the exercise of the Over-Allotment Option including receipt by the Company of payment in full therefor, the Additional Shares and the Additional Warrants will be duly and validly created, authorized, issued and outstanding as fully paid shares or any Supplementary Material, securities (as the case may be.) and, in the case of the Additional Shares, are non-assessable; (mxvi) that all approvals, permits, consents, orders and authorizations have been obtained, all necessary documents have been filed, all requisite proceedings have been taken and all other legal requirements have been fulfilled under Canadian Securities Laws of the Underwriter shall Qualifying Jurisdictions to qualify the distribution of the Offered Securities to the public in each of the Qualifying Jurisdictions through dealers duly and properly registered under the applicable laws of each of the Qualifying Jurisdictions who have received a letter dated complied with the relevant provisions of such laws and the terms of their registration; (xvii) subject to the qualifications, assumptions, limitations and understandings set out therein, the statements set out in the Final Prospectus under the headings “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” are true and correct as at the date of the Final Prospectus; (xviii) that the attributes of the Offered Securities and the Compensation Options conform in all material respects with the description thereof contained in the Final Prospectus; (xix) that the form of certificate representing the Unit Shares, the Warrants and the Compensation Options have been duly approved and adopted by the Company and complies in all material respects with the constating documents of the Company, the BCBCA and the CSE policies; (xx) that National Securities Administrators Ltd., at its principal offices in Vancouver, British Columbia, has been duly appointed as registrar and transfer agent for the Common Shares; (xxi) that the Warrant Agent will be, as of the Closing Date, in form and substance satisfactory to duly appointed as Warrant Agent under the Underwriter, addressed to the Underwriter and the directors of the Corporation from the Corporation’s Auditor, confirming the continued accuracy of the comfort letter to be delivered to the Underwriter pursuant to subsection 4(a)(i) hereof with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, which changes shall be acceptable to the UnderwriterWarrant Indenture; (nxxii) that the Unit Shares, the Warrants, the Warrant Shares, Underwriter’s the Compensation Option Shares, the Compensation Option Warrants and the Compensation Option Warrant Shares and Warrants shall have been approved for listing on the TSX, subject only to the official notices of issuance and fulfilment of the Standard Listing Conditions; (o) the Underwriter shall have received a certificate of good standing in respect of the Corporation as at the date that is one Business Day prior to the Closing Date; (p) the Underwriter shall have received certificates or lists, issued under the Securities Laws of the Qualifying Jurisdictions stating or evidencing that the Corporation is not in default under such Securities LawsCSE; and (qxxiii) as to such other matters as may reasonably be requested by the Underwriters, in a form acceptable to the Underwriters, acting reasonably; (b) the Underwriter Underwriters shall have received received, at the Closing Time, a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to legal opinion dated the Closing Date., addressed to the Underwriters and the Purchasers, in form and substance acceptable to the Underwriters, from counsel to each Subsidiary, with respect to the following matters: (i) the incorporation and subsistence in good standing of the Subsidiary; (ii) the corporate power, capacity and authority of the Subsidiary to carry on its business as presently carried on and to own, lease and operate its properties and assets;

Underwriters’ Obligation to Purchase. The obligation of the Underwriter Underwriters under this Agreement to purchase the Units Offered Securities at the Closing Time and at any Over-Allotment Closing shall be subject to the satisfaction of each of the following conditions (it being understood that the Underwriter Underwriters may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its their rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliancecompliance of the Company, provided that to be binding on the Underwriter Underwriters any such waiver or extension must be in writingwriting and signed by each of them): (a) all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation to approve the Prospectus, to obtain the approval of the TSX to the Offering and to validly offer, sell and distribute the Units, to issue to the Underwriter the Underwriter’s Warrants, to pay the Commission and to grant the Over-Allotment Option will have been taken; (b) the Corporation shall have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Canadian Securities Regulators for the Prospectus and to permit the Corporation to complete its obligations hereunder; (c) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the securities of the Corporation will have been issued and no proceedings for such purpose, to the best of the knowledge of the Corporation, will be pending or threatened; (d) the Underwriter not having exercised any rights of termination set forth in this Agreement; (e) the Corporation shall have, as of the Closing Time, complied with all of its material covenants and agreements contained in this Agreement; (f) the Underwriter shall have received executed Lock-Up Agreements in favour of the Underwriter as required pursuant to Section 12 of this Agreement; (g) the Underwriter Underwriters shall have received an executed copy of opinion addressed to the Warrant Indenture; (h) Underwriters and the Underwriter shall have received an opinionUnderwriters’ counsel, dated as of the Closing Date and subject to customary qualifications, of Torys LLP the Corporation’s legal counselFasken Xxxxxxxxx XxXxxxxx LLP, addressed Canadian counsel to the Underwriter as to all legal matters customarily and reasonably requested by the Underwriter relating to the Corporation and the creationCompany, issuance and sale of the Units or, instead of rendering opinions relating to the laws of the Qualifying Jurisdictions other than Ontario and Alberta or elsewhere, the Corporation’s solicitors may engage one or more legal from local counsel in the Qualifying Provinces or elsewhere to provide such local counsel opinions as may be necessary: Jurisdictions (i) if any of the purchasers are, or are acting for the account or benefit of, persons in the United States or U.S. Persons, the Underwriter shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Torys LLP, acting as United States securities counsel for the Corporation, addressed to the Underwriter, in form and substance satisfactory to the Underwriter, acting reasonably, that the offer and sale of Units to, or for the account or benefit of, persons in the United States and U.S. Persons, in the manner contemplated by this Agreement (including Schedule “A” hereto) and any exhibits thereto) and the U.S. Memorandum (and exhibits thereto), does not require registration under the U.S. Securities Act, it being understood that such counsel may rely, rely to the extent appropriate in the circumstances, (i) as to matters of fact, on certificates of the Company executed on its behalf by a senior officer of the Company and on certificates of the Transfer Agent as to the issued capital of the Company; and (ii) as to matters of fact not independently established, on certificates of officers the Company’s Auditors or a public official) with respect to the following matters: (i) that the Company is a “reporting issuer” under Canadian Securities Laws in each of the Corporation Qualifying Jurisdictions and othersit is not listed as in default of applicable Canadian Securities Laws in any of the Qualifying Jurisdictions which maintain such a list; (jii) the Underwriter shall have received a legal opinion dated the Closing Date from local counsel to the Corporation as to the incorporation, capacity, ownership, subsistence incorporation and valid existence of the Company; (iii) as to the authorized and issued capital of each of the Corporation, The Green Organic Dutchman Ltd., The Green Organic Hemp Ltd., Medican Organic Inc., 9371-8633 Québec Inc., HemPoland sp. z.o.o., PHK sp. z.o.o. and Green Absolutes sp. z.o.o., and such other legal matters reasonably requested by the Underwriter; (k) the Underwriter shall have received an incumbency certificate dated the Closing Date including specimen signatures of the Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder; (l) the Underwriter shall have received a certificate, dated the Closing Date, of such two senior officers of the Corporation as are acceptable to the Underwriter, addressed to the Underwriter, to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects as if made at and as of the Closing Time and the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares in the Qualifying Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and, to the knowledge of the officers, no proceedings, investigations or enquiries for that purpose have been instituted or are pending; (iii) the articles and notice of articles of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereofCompany; (iv) that the minutes Company has the corporate power and capacity to own or other records of various proceedings lease its properties and actions assets, to carry on its business as it is currently conducted, to own or lease its properties and assets as described in the Prospectus, and to execute, deliver and perform its obligations under the Transaction Documents, and to issue and sell the securities as contemplated by this Agreement; (v) that all necessary corporate action has been taken by the Company to authorize the execution and delivery of the CorporationTransaction Documents and the performance of the Company’s Board obligations hereunder and thereunder and the issuance of Directors relating the securities as contemplated by this Agreement; (vi) that all necessary corporate action has been taken by the Company to authorize the execution and delivery of the Preliminary Prospectus, the Final Prospectus, the U.S. Memorandum and any Supplementary Material and the filing of such documents, as applicable, under Canadian Securities Laws; (vii) that the Company has duly authorized, executed and delivered the Transaction Documents and each of the Transaction Documents constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to appropriate qualifications that are customary of an offering of this nature; (viii) that the execution and delivery of the Transaction Documents, the performance by the Company of its obligations hereunder and thereunder and the issuance and sale of the Offered Securities and the Compensation Options and the consummation by it of the transactions contemplated hereby and thereby does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any laws of British Columbia and the federal laws of Canada of general application to the Offering Company; (B) the resolutions of the board of directors or shareholders of the Company; or (C) the constating documents of the Company; (ix) that the Unit Shares, Warrants and delivered at Closing Compensation Options have been duly and validly created and issued; (x) that the Unit Shares have been validly issued as fully paid and non-assessable shares in the capital of the Company; (xi) that the Warrant Shares have been authorized and allotted for issuance and, upon the issuance of the Warrant Shares following due exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued as fully paid and non-assessable shares in the capital of the Company; (xii) that the Compensation Option Shares have been authorized and allotted for issuance and, upon the issuance of the Compensation Option Shares following due exercise of the Compensation Options in accordance with the terms thereof, the Compensation Option Shares will be validly issued as fully paid and non- assessable shares in the capital of the Company; (xiii) that the Over-Allotment Option has been duly and validly authorized and granted by the Company and the Additional Shares and Additional Warrants issuable upon the exercise of the Over-Allotment Option have been duly and validly created, allotted and reserved for issuance by the Company and, upon the exercise of the Over-Allotment Option including receipt by the Company of payment in full therefor, the Additional Shares and the Additional Warrants will be duly and validly created, authorized, issued and outstanding and the Additional Shares will be fully paid and non-assessable shares; (xiv) that all necessary approvals, permits, consents, orders and authorizations have been obtained, all necessary documents have been filed, all necessary proceedings have been taken and fulfilled under Canadian Securities Laws of the Qualifying Jurisdictions to qualify the distribution of the Offered Securities in each of the Qualifying Jurisdictions through investment dealers duly and properly registered under the applicable laws of each of the Qualifying Jurisdictions who have complied with the relevant provisions of such laws and the terms of their registration; (xv) subject to the qualifications, assumptions, limitations and understandings set out therein, the statements set out in the Final Prospectus under the headings “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” in so far as they purport to describe the provisions of the laws referred to therein are full, true a fair and correct copies thereof and have not been modified or rescinded accurate summary of the matters discussed therein as of the date thereof; andof the Final Prospectus; (vxvi) subsequent to that the respective dates as at which information is given attributes of the Offered Securities and the Compensation Options conform in all material respects with the description thereof contained in the Final Prospectus, there has not been a Material Adverse Change other than as disclosed in the Prospectus or any Supplementary Material, as the case may be.; (mxvii) that the Underwriter shall form of certificate representing the Warrants and the Compensation Options have received a letter dated been duly approved and adopted by the Company and complies in all material respects with the constating documents of the Company, the BCBCA and the CSE policies; (xviii) that Alliance Trust Company at its principal offices in Calgary, Alberta has been duly appointed as registrar and transfer agent for the Class A Shares; (xix) that the Warrant Agent will be, as of the Closing Date, in form and substance satisfactory to duly appointed as Warrant Agent under the Underwriter, addressed to the Underwriter and the directors of the Corporation from the Corporation’s Auditor, confirming the continued accuracy of the comfort letter to be delivered to the Underwriter pursuant to subsection 4(a)(i) hereof with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, which changes shall be acceptable to the UnderwriterWarrant Indenture; (nxx) that the Unit Shares, Warrant Sharesthe Warrants, Underwriter’s the Warrant Shares and Warrants shall the Compensation Option Shares, have been approved for listing on the TSX, subject only to the official notices of issuance and fulfilment of the Standard Listing Conditions; (o) the Underwriter shall have received a certificate of good standing in respect of the Corporation as at the date that is one Business Day prior to the Closing Date; (p) the Underwriter shall have received certificates or lists, issued under the Securities Laws of the Qualifying Jurisdictions stating or evidencing that the Corporation is not in default under such Securities LawsCSE; and (qxxi) as to such other matters as may reasonably be requested by the Underwriters, in a form acceptable to the Underwriters, acting reasonably; (b) the Underwriter Underwriters shall have received received, at the Closing Time, a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to legal opinion dated the Closing Date., addressed to the Underwriters and the Underwriters’ counsel, in form and substance acceptable to the Underwriters, from counsel to each Subsidiary, with respect to the following matters: (i) the incorporation and subsistence in good standing of the Subsidiary;

Underwriters’ Obligation to Purchase. The obligation of the Underwriter Underwriters to purchase the Units Offered Securities at the Closing Time shall be subject to the satisfaction of each of the following conditions (it being understood that the Underwriter Underwriters may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its their rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriter Underwriters any such waiver or extension must be in writingwriting and signed by each of them): (a) all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation to approve the Prospectus, to obtain the approval of the TSX to the Offering and to validly offer, sell and distribute the Units, to issue to the Underwriter the Underwriter’s Warrants, to pay the Commission and to grant the Over-Allotment Option will have been taken; (b) the Corporation shall have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Canadian Securities Regulators for the Prospectus and to permit the Corporation to complete its obligations hereunder; (c) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the securities of the Corporation will have been issued and no proceedings for such purpose, to the best of the knowledge of the Corporation, will be pending or threatened; (d) the Underwriter not having exercised any rights of termination set forth in this Agreement; (e) the Corporation shall have, as of the Closing Time, complied with all of its material covenants and agreements contained in this Agreement; (f) the Underwriter shall have received executed Lock-Up Agreements in favour of the Underwriter as required pursuant to Section 12 of this Agreement; (g) the Underwriter shall have received an executed copy of the Warrant Indenture; (h) the Underwriter Underwriters shall have received an opinion, dated as of the Closing Date and subject to customary qualifications, of Torys Blake, Xxxxxxx & Xxxxxxx LLP the Corporation’s legal counsel, addressed to the Underwriter as to all legal matters customarily and reasonably requested by the Underwriter relating to the Corporation and the creation, issuance and sale of the Units or, instead of rendering opinions relating to the laws of or from local counsel in the Qualifying Jurisdictions other than Ontario and British Columbia, Alberta or elsewhereOntario (it being understood that such counsel may rely to the extent appropriate in the circumstances, (i) as to matters of fact, on certificates of the Company executed on its behalf by a senior officer of the Company and on certificates of Computershare Investor Services Inc., the Corporationtransfer agent and registrar for the Company, as to the issued capital of the Company; and (ii) as to matters of fact not independently established, on certificates of the Company’s solicitors may engage one Auditors or more legal counsel in a public official) with respect to the Qualifying Provinces or elsewhere to provide such local counsel opinions as may be necessaryfollowing matters: (i) if any the Company is a corporation existing under the Business Corporations Act (Ontario) (ii) the authorized capital of the purchasers areCompany; (iii) the Company has all requisite corporate power and capacity to carry on its business as now conducted; to own, lease and operate its property and assets; to execute, deliver and perform its obligations under this Agreement and the Indentures; to create, issue and sell the Special Warrants and the FT Special Warrants; and to issue the Underlying Securities; (iv) the issuance and sale by the Company of the Special Warrants and the FT Special Warrants to the Purchasers are exempt from the prospectus requirements of Canadian Securities Laws and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), proceedings taken or are acting approvals, permits, consents or authorizations obtained under the Canadian Securities Laws to permit such issuance and sale; (v) the first trade of the Offered Securities and the Underlying Securities; (vi) the Special Warrants and FT Special Warrants have been duly authorized and validly allotted for issuance by the account or benefit ofCompany, persons in and upon payment, will be validly issued as full paid securities; (vii) the United States or U.S. PersonsSpecial Warrant Shares, the Underwriter shall FT Special Warrant Shares and the Penalty Shares, as applicable, have received an opinionbeen duly authorized and validly allotted for issuance by the Company and, dated when issued in accordance with the Closing Date terms of the Special Warrants and FT Special Warrants, respectively, will be outstanding as fully paid and non-assessable Common Shares; (viii) all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the Indentures, and the performance of its obligations hereunder and thereunder and this Agreement and the Indentures have been executed and delivered by the Company and constitute legal, valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to customary qualifications; (ix) the Special Warrant Shares, the FT Special Warrant Shares and the Penalty Shares, as applicable, have been conditionally approved for listing on the TSX subject only to the Standard Listing Conditions; (x) the execution and delivery of Torys this Agreement, the fulfilment of the terms hereof by the Company and the issuance, sale and delivery of the Offered Securities to be issued, delivered and sold by the Company at the Closing Time do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with any of the terms, conditions or provisions of the articles or by-laws of the Company or the Business Corporations Act (Ontario); (xi) the FT Special Warrants issued to FT Purchasers that are not Underwriters are “flow-through shares” as defined in subsection 66(15) of the Act and the FT Special Warrants do not constitute, as at the Closing Date, “prescribed shares” for the purposes of the definition of “flow-through share” in subsection 66(15) of the Act or “prescribed rights” pursuant to proposed regulation 6202.1(1.1) of the Act; and (xii) Computershare Investor Services Inc. has been duly appointed the transfer agent and registrar for the Shares; (b) if any Special Warrants are sold in the United States, the Company’s U.S. legal counsel, Xxxxxx & Whitney LLP, acting as United States securities counsel for the Corporation, shall have delivered a favourable legal opinion addressed to the UnderwriterUnderwriters in form and substance satisfactory to the Underwriters, acting reasonably, to the effect that no registration under the U.S. Securities Act is required for the sale of the Special Warrants by the Company in the United States; (c) the Underwriters shall have received the following reports or opinions dated as of the Closing Date, in form and substance satisfactory to the UnderwriterUnderwriters and Underwriters’ counsel, acting reasonably: (i) a favourable legal opinion addressed to the Underwriters dated the Closing Date, from XxxXxxxxxx Xxxxxx & Xxxxxxx LLP, the Company’s counsel in Saskatchewan, regarding title to the XxXxxxx Lake and Midwest mineral properties and Xxxxxxx River project of the Company; and (ii) a favourable report of the Company’s, or as applicable, a subsidiary’s, external counsel regarding the status and ownership interests in the properties and mines that comprise: (A) the Arizona Strip properties; (B) Xxxxx Mountains Complex properties, including the Bullfrog and Xxxx M deposits; (C) the Colorado Plateau properties; and (D) the Mutanga project; (d) the Company will have caused a favourable legal opinion to be delivered by local counsel in the jurisdiction of incorporation of each of the Opinion Subsidiaries addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, that and with respect to the offer following matters: (i) the incorporation and sale existence of Units to, or for the account or benefit of, persons in the United States and U.S. Persons, in the manner contemplated by this Agreement (including Schedule “A” hereto) and any exhibits thereto) and the U.S. Memorandum (and exhibits thereto), does not require registration each Opinion Subsidiary under the U.S. Securities Act, it being understood that such counsel may rely, to the extent appropriate in the circumstances, as to matters laws of fact on certificates its jurisdiction of officers of the Corporation and othersincorporation; (jii) as to the registered ownership of the issued and outstanding shares of each Opinion Subsidiary; and (iii) that each Opinion Subsidiary has all requisite corporate power under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and own its properties; and at the Closing Time, shall deliver certificates of status (or the equivalent) with respect to each of the Material Subsidiaries dated the Business Day immediately prior to the Closing Date or such other date as the Company and the Underwriters may agree; (e) the Underwriter Underwriters shall have received certificates evidencing the Special Warrants and FT Special Warrants in form and substance satisfactory to the Underwriters, acting reasonably; (f) the Underwriters shall have received a certificate, in form and substance acceptable to the Underwriters and their legal opinion counsel, dated as of the Closing Date from local counsel signed by the Chief Executive Officer or Chief Financial Officer of the Company (or such other officer or officers of the Company acceptable to the Corporation as to Underwriters, acting reasonably) with respect to: (i) the incorporation, capacity, ownership, subsistence and authorized and issued capital of each constating documents of the Corporation, The Green Organic Dutchman Ltd., The Green Organic Hemp Ltd., Medican Organic Inc., 9371-8633 Québec Inc., HemPoland sp. z.o.o., PHK sp. z.o.o. and Green Absolutes sp. z.o.o., and such other legal matters reasonably requested by the UnderwriterCompany; (kii) the Underwriter shall have received an resolutions of the Board of Directors of the Company related to the Offering, the allotment and sale of the Offered Securities, the authorization of this Agreement, the Subscription Agreements and the other agreements and transactions contemplated by this Agreement; and (iii) the incumbency certificate dated the Closing Date including specimen and signatures of the Chief Executive Officer, the Chief Financial Officer and any other officer signing officers of the Corporation signing this Agreement or any document delivered hereunderCompany; (lg) the Underwriter Underwriters shall have received a certificate, dated as of the Closing Date, of the Chief Executive Officer and the Chief Financial Officer of the Company (or such two senior other officer or officers of the Corporation as are Company acceptable to the UnderwriterUnderwriters, acting reasonably), addressed to the Underwriter, Underwriters and their counsel to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) the representations and warranties of the Corporation Company in this Agreement are true and correct in all material respects as if made at and as of the Closing Time (other than those that speak to a specific time, in which case they shall have been true and correct in all material respects at such time) and the Corporation Company has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares in the Qualifying Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and, to the knowledge of the officers, and no proceedings, investigations or enquiries for that purpose have been instituted or are pending; (iii) the articles and notice of articles by-laws of the Corporation Company delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof;; and (iv) the minutes or other records of various proceedings and actions of the CorporationCompany’s Board of Directors relating to the Offering and delivered at Closing are full, true and correct copies thereof thereof, and have not been modified or rescinded as of the date thereof; and, (v) subsequent to the respective dates as at which information is given in the Prospectus, there has not been a Material Adverse Change other than as disclosed in the Prospectus or any Supplementary Material, as the case may be. (mh) the Underwriter shall have received a letter dated as of the Closing Date, in form and substance satisfactory to the Underwriter, addressed to the Underwriter and the directors of the Corporation from the Corporation’s Auditor, confirming the continued accuracy of the comfort letter to be delivered to the Underwriter pursuant to subsection 4(a)(i) hereof with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, which changes shall be acceptable to the Underwriter; (n) the Unit Shares, Special Warrant Shares, Underwriter’s the FT Special Warrant Shares and Warrants the Penalty Shares, as applicable, shall have been conditionally approved for listing on the TSXTSX and the NYSE Amex, subject only to the official notices of issuance and fulfilment of conditions set out in the Standard Listing Conditions; (oi) the Underwriter Underwriters shall have conducted all due diligence inquiries and investigations and not identified any material adverse changes or misrepresentations or any items materially adversely affecting the Company’s affairs which exist as of the date hereof but which have not been widely disseminated to the public; (j) the Underwriters shall have received a certificate of good standing status in respect of the Corporation as at the date that is one Business Day prior to the Closing DateCompany; (pk) the Underwriter Underwriters shall have received certificates or lists, the equivalent thereof from the Canadian Securities Regulators issued under the Securities Laws of the Qualifying Jurisdictions stating or evidencing that the Corporation Company is not in default under such Securities Laws; and; (ql) the Underwriter Underwriters shall have received a certificate from the Transfer Agent Computershare Investor Services Inc. as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to the Closing Date; and (m) the Underwriters shall have received such further certificates, opinions and other documentation from the Company as may be contemplated herein or as the Underwriters may reasonably require, provided, however, that the Underwriters shall request any such certificate, opinions or document within a reasonable period prior to the Closing Time that is sufficient for the Company to obtain and deliver such certificate, opinion or document.

Underwriters’ Obligation to Purchase. The obligation of the Underwriter Underwriters to purchase or sell the Units Offered Shares at the Closing Time shall be subject to the following conditions (it being understood that the Underwriter Underwriters may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its their rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriter Underwriters any such waiver or extension must be in writing): (a) all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation to approve the ProspectusOffering Documents, to obtain the approval of the TSX to the Offering and Offering, to validly offer, sell and distribute the UnitsOffered Shares, to issue to the Underwriter the Underwriter’s Warrants, and to pay the Commission and to grant the Over-Allotment Option will have been taken; (b) the Corporation shall will have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Canadian Securities Regulators and applicable third parties for the Prospectus and to permit the Corporation to complete its obligations hereunder; (c) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the securities of the Corporation will have been issued and no proceedings for such purpose, to the best of the knowledge of the Corporation, will be pending or threatened; (d) the no Underwriter not having will have exercised any rights of termination set forth in this Agreement; (e) the Corporation shall will have, as of the Closing Time, Time complied with all of its material covenants and agreements contained in this Agreement; (f) the Underwriter shall have received executed Lock-Up Agreements in favour of the Underwriter as required pursuant to Section 12 of this Agreement; (g) the Underwriter shall have received an executed copy of the Warrant Indenture; (h) the Underwriter Underwriters shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Torys LLP Norton Xxxx Xxxxxxxxx Canada LLP, the Corporation’s Ontario legal counsel, addressed to the Underwriter Underwriters and their legal counsel as to all legal matters customarily and reasonably requested by the Underwriter Underwriters, including relating to the Corporation, the execution and delivery, as applicable, of the Offering Documents by the Corporation, the execution and delivery of this Agreement and the Subscription and Renunciation Agreement by the Corporation, the enforceability of this Agreement and the Subscription and Renunciation Agreement against the Corporation and the creation, issuance and sale of the Units Offered Shares, or, instead of rendering opinions relating to the laws of the Qualifying Jurisdictions other than Ontario and Alberta or elsewhere, the Corporation’s solicitors may engage one or more legal counsel in the Qualifying Provinces Jurisdictions or elsewhere to provide such local counsel opinions as may be necessary:; (ig) if any of the purchasers are, or Offered Shares are acting for the account or benefit of, persons being sold in the United States or U.S. Personspursuant to Schedule “A” attached hereto, the Underwriter Underwriters shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Torys Norton Xxxx Xxxxxxxxx US LLP, acting as special United States securities counsel for to the Corporation, addressed to the UnderwriterUnderwriters, in form and substance satisfactory content acceptable to Xxxxxxx, on behalf of the UnderwriterUnderwriters, acting reasonably, to the effect that no registration of the offer and sale of Units to, or for the account or benefit of, persons Offered Shares in the United States by the Corporation and U.S. Persons, the Underwriters pursuant to and in accordance with the manner contemplated by terms of this Agreement (including Schedule “A” hereto) and any exhibits thereto) and the U.S. Memorandum (and exhibits thereto), does not require registration is required under the U.S. Securities Act, provided that such offers and sales of Offered Shares in the United States are made in accordance with Schedule “A” attached hereto, it being understood that such counsel may rely, need not express an opinion as to the extent appropriate subsequent resale of the Offered Shares; (h) the Underwriters shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Norton Xxxx Xxxxxxxxx Canada LLP, the Corporation’s tax counsel, addressed to the Underwriters and their legal counsel: (i) as to the tax commentary included in the circumstancessections of the Prospectus entitled “Certain Canadian Federal Income Tax Considerations” and “Eligibility for Investment”, and (ii) that upon issuance: (I) the FT Shares will be “flow-through shares” as defined in subsection 66(15) of the Tax Act, and (II) the FT Shares will not be “prescribed shares” for the purpose of section 6202.1 of the regulations to matters the Tax Act, in each case in form and content acceptable to Xxxxxxx, on behalf of fact on certificates the Underwriters, acting reasonably; (i) the Underwriters shall have received a title opinion, dated the Closing Date, of officers Xxxxxxx XxXxxxxx, counsel to the Corporation, with respect to title to the Valentine Lake Gold Property of the Corporation addressed to, among others, the Underwriters and otherstheir legal counsel, in form and content acceptable to Xxxxxxx, on behalf of the Underwriters, acting reasonably; (j) the Underwriter Underwriters shall have received a legal opinion dated an executed Subscription and Renunciation Agreement accepted by the Corporation on the Closing Date from local counsel to the Corporation as to the incorporation, capacity, ownership, subsistence and authorized and issued capital of each of the Corporation, The Green Organic Dutchman Ltd., The Green Organic Hemp Ltd., Medican Organic Inc., 9371-8633 Québec Inc., HemPoland sp. z.o.o., PHK sp. z.o.o. and Green Absolutes sp. z.o.o., and such other legal matters reasonably requested by the UnderwriterDate; (k) the Underwriter Underwriters shall have received an incumbency certificate certificate, dated the Closing Date Date, including specimen signatures of the Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder; (l) the Underwriter Underwriters shall have received a certificate, dated the Closing Date, of such two senior officers of the Corporation as are acceptable to Xxxxxxx, on behalf of the UnderwriterUnderwriters, addressed to the Underwriter, Underwriters and their counsel to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects as if made at and as of the Closing Time and the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares or any other securities of the Corporation in the Qualifying Selling Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and, to the knowledge of the officers, and no proceedings, investigations or enquiries for that purpose have been instituted or are pendingpending or, to the knowledge of the officers, are contemplated or threatened; (iii) the articles and notice of articles by-laws of the Corporation delivered at the Closing Time are full, true and correct copies, unamended, and in effect on the date thereof; (iv) the minutes or other records of various proceedings and actions of the Corporation’s Board of Directors relating to the Offering and delivered at the Closing Time are full, true and correct copies thereof and have not been modified or rescinded as of the date thereof; and; (v) subsequent to the respective dates as at which information is given in the Prospectus, there has not been a Material Adverse Change Effect other than as disclosed in the Prospectus or any Supplementary Material, as the case may be.; and (vi) such other matters as the Underwriters may reasonably request; (m) the Underwriter Underwriters shall have received a letter dated as of the Closing Date, Date in form and substance satisfactory to the UnderwriterUnderwriters, addressed to the Underwriter Underwriters and the directors of the Corporation from the Corporation’s Auditor, auditors confirming the continued accuracy of the comfort letter to be delivered to the Underwriter Underwriters pursuant to subsection 4(a)(i5(a)(ii) hereof with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, Date which changes shall be acceptable to the UnderwriterUnderwriters; (n) the Unit Shares, Warrant Shares, Underwriter’s Warrant Offered Shares and Warrants shall have been approved for listing on the TSX, subject only to the official notices of issuance and fulfilment of the Standard Listing Conditions, and the Offered Shares will commence trading on the TSX at the opening of trading on the TSX on the Closing Date; (o) the Underwriter Underwriters and their counsel shall have been provided with information and documentation, reasonably requested relating to their due diligence inquiries and investigations and shall not have identified any material adverse changes or misrepresentations or any items materially adversely affecting the Corporation’s affairs which exist as of the date hereof but which have not been disseminated to the public in accordance with applicable Securities Laws; (p) the Underwriters shall have received a certificate of good standing in respect of the Corporation dated as at of the date that is one Business Day prior to the Closing Date; (pq) the Underwriter Underwriters shall have received certificates or lists, issued under the Securities Laws of the Qualifying Jurisdictions Reporting Provinces stating or evidencing that the Corporation is not in default under such Securities Laws; andLaws as at a date no more than two Business Days prior to the Closing Date; (qr) the Underwriter Underwriters shall have received executed Lock-Up Agreements; (s) the Underwriters shall have received a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at a date no more than two the close of business on the Business Days Day prior to the Closing Date; and (t) the Underwriters shall have received such further documents as may be contemplated by this Agreement or as the Underwriters may reasonably require.

Underwriters’ Obligation to Purchase. The obligation of the Underwriter to purchase the Units at the Closing Time shall be subject to the following conditions (it being understood that the Underwriter may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriter any such waiver or extension must be in writing): (a) all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation to approve the Prospectus, to obtain the approval of the TSX to the Offering and to validly offer, sell and distribute the Units, to issue to the Underwriter the Underwriter’s Warrants, to pay the Commission and to grant the Over-Allotment Option will have been taken; (b) the Corporation shall have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Canadian Securities Regulators for the Prospectus and to permit the Corporation to complete its obligations hereunder; (c) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the securities of the Corporation will have been issued and no proceedings for such purpose, to the best of the knowledge of the Corporation, will be pending or threatened; (d) the Underwriter not having exercised any rights of termination set forth in this Agreement; (e) the Corporation shall have, as of the Closing Time, complied with all of its material covenants and agreements contained in this Agreement; (f) the Underwriter shall have received executed Lock-Up Agreements in favour of the Underwriter as required pursuant to Section 12 of this Agreement; (g) the Underwriter shall have received an executed copy of the Warrant Indenture; (h) the Underwriter shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Torys LLP the Corporation’s legal counsel, addressed to the Underwriter as to all legal matters customarily and reasonably requested by the Underwriter relating to the Corporation and the creation, issuance and sale of the Units or, instead of rendering opinions relating to the laws of the Qualifying Jurisdictions other than Ontario and Alberta or elsewhere, the Corporation’s solicitors may engage one or more legal counsel in the Qualifying Provinces or elsewhere to provide such local counsel opinions as may be necessary: (i) if any of the purchasers are, or are acting for the account or benefit of, persons in the United States or U.S. Persons, the Underwriter shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Torys LLP, acting as United States securities counsel for the Corporation, addressed to the Underwriter, in form and substance satisfactory to the Underwriter, acting reasonably, that the offer and sale of Units to, or for the account or benefit of, persons in the United States and U.S. Persons, in the manner contemplated by this Agreement (including Schedule “A” hereto) and any exhibits thereto) and the U.S. Memorandum (and exhibits thereto), does not require registration under the U.S. Securities Act, it being understood that such counsel may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others; (j) the Underwriter shall have received a legal opinion dated the Closing Date from local counsel to the Corporation as to the incorporation, capacity, ownership, subsistence and authorized and issued capital of each of the Corporation, The Green Organic Dutchman Ltd., The Green Organic Hemp Ltd., Medican Organic Inc., 9371-8633 Québec Inc., HemPoland sp. z.o.o., PHK sp. z.o.o. and Green Absolutes sp. z.o.o., and such other legal matters reasonably requested by the Underwriter; (kj) the Underwriter shall have received an incumbency certificate dated the Closing Date including specimen signatures of the Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder; (lk) the Underwriter shall have received a certificate, dated the Closing Date, of such two senior officers of the Corporation as are acceptable to the Underwriter, addressed to the Underwriter, to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects as if made at and as of the Closing Time and the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares in the Qualifying Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and, to the knowledge of the officers, no proceedings, investigations or enquiries for that purpose have been instituted or are pending; (iii) the articles and notice of articles of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof; (iv) the minutes or other records of various proceedings and actions of the Corporation’s Board of Directors relating to the Offering and delivered at Closing are full, true and correct copies thereof and have not been modified or rescinded as of the date thereof; and (v) subsequent to the respective dates as at which information is given in the Prospectus, there has not been a Material Adverse Change other than as disclosed in the Prospectus or any Supplementary Material, as the case may be. (ml) the Underwriter shall have received a letter dated as of the Closing Date, in form and substance satisfactory to the Underwriter, addressed to the Underwriter and the directors of the Corporation from the Corporation’s Auditor, confirming the continued accuracy of the comfort letter to be delivered to the Underwriter pursuant to subsection 4(a)(i) hereof with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, which changes shall be acceptable to the Underwriter; (nm) the Unit Shares, Warrant Shares, Underwriter’s Warrant Shares and Warrants shall have been approved for listing on the TSX, subject only to the official notices of issuance and fulfilment of the Standard Listing Conditions; (on) the Underwriter shall have received a certificate of good standing in respect of the Corporation as at the date that is one Business Day prior to the Closing Date; (po) the Underwriter shall have received certificates or lists, issued under the Securities Laws of the Qualifying Jurisdictions stating or evidencing that the Corporation is not in default under such Securities Laws; and (qp) the Underwriter shall have received a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to the Closing Date.

Underwriters’ Obligation to Purchase. The obligation of the Underwriter Underwriters to purchase the Units Offered Securities at the Closing Time shall be subject to the satisfaction of each of the following conditions (it being understood that the Underwriter Underwriters may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its their rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliancecompliance of the Corporation, provided that to be binding on the Underwriter Underwriters any such waiver or extension must be in writingwriting and signed by each of them): (a) all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation to approve the Prospectus, to obtain the approval of the TSX to the Offering and to validly offer, sell and distribute the Units, to issue to the Underwriter the Underwriter’s Warrants, to pay the Commission and to grant the Over-Allotment Option will have been taken; (b) the Corporation shall have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Canadian Securities Regulators for the Prospectus and to permit the Corporation to complete its obligations hereunder; (c) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the securities of the Corporation will have been issued and no proceedings for such purpose, to the best of the knowledge of the Corporation, will be pending or threatened; (d) the Underwriter not having exercised any rights of termination set forth in this Agreement; (e) the Corporation shall have, as of the Closing Time, complied with all of its material covenants and agreements contained in this Agreement; (f) the Underwriter shall have received executed Lock-Up Agreements in favour of the Underwriter as required pursuant to Section 12 of this Agreement; (g) the Underwriter shall have received an executed copy of the Warrant Indenture; (h) the Underwriter Underwriters shall have received an opinion, dated as of the Closing Date and subject to customary qualifications, of Torys LLP Xxxxx Xxxxxx LLP, Canadian counsel to the Corporation’s legal counsel, addressed to the Underwriter as to all legal matters customarily and reasonably requested by the Underwriter relating to the Corporation and the creation, issuance and sale of the Units or, instead of rendering opinions relating to the laws of the Qualifying Jurisdictions other than Ontario and Alberta or elsewhere, the Corporation’s solicitors may engage one or more legal from local counsel in the Qualifying Provinces or elsewhere to provide such local counsel opinions as may be necessary: Jurisdictions (i) if any of the purchasers are, or are acting for the account or benefit of, persons in the United States or U.S. Persons, the Underwriter shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Torys LLP, acting as United States securities counsel for the Corporation, addressed to the Underwriter, in form and substance satisfactory to the Underwriter, acting reasonably, that the offer and sale of Units to, or for the account or benefit of, persons in the United States and U.S. Persons, in the manner contemplated by this Agreement (including Schedule “A” hereto) and any exhibits thereto) and the U.S. Memorandum (and exhibits thereto), does not require registration under the U.S. Securities Act, it being understood that such counsel may rely to the extent appropriate in the circumstances, (i) as to matters of fact, on certificates of the Corporation executed on its behalf by a senior officer of the Corporation and on certificates of the Transfer Agent as to the issued capital of the Corporation; and (ii) as to matters of fact not independently established, on certificates of the Corporation’s Auditors or a public official) with respect to the following matters: (i) that the Corporation is a reporting issuer under Canadian Securities Laws in each of the provinces of British Columbia, Alberta, Ontario and Nova Scotia and is not on the list of defaulting issuers maintained under such legislation; (ii) as to the incorporation and valid existence of the Corporation; (iii) as to the authorized and issued capital of the Corporation; (iv) that the Corporation has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, to own or lease its properties and assets as described in the Prospectus, and to execute, deliver and perform its obligations under the Transaction Documents, and to issue and sell the securities as contemplated by this Agreement; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Transaction Documents and the performance of the Corporation’s obligations hereunder and thereunder and the issuance of the securities as contemplated by this Agreement; (vi) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Preliminary Prospectus, the Final Prospectus, the U.S. Memorandum and any Supplementary Material and the filing of such documents, as applicable, under Canadian Securities Laws; (vii) that each of the Transaction Documents has been duly authorized and executed and delivered by the Corporation and each such Transaction Document constitutes a valid and legally binding agreement of the Corporation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (viii) that the execution and delivery of the Transaction Documents, the performance by the Corporation of its obligations hereunder and thereunder and the issuance and sale of the Offered Securities and the Broker Warrants and the consummation by it of the transactions contemplated hereby and thereby does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) any laws of any of the Qualifying Jurisdictions applicable to the Corporation, including Canadian Securities Laws, the CSE and OTCPK policies and the BCBCA; (B) the resolutions of the board of directors or shareholders of the Corporation; or (C) the constating documents of the Corporation; (ix) that the Unit Shares, Warrants and Broker Warrants have been duly and validly created and issued; (x) that the Unit Shares have been validly issued as fully paid and non-assessable securities in the capital of the Corporation; (xi) that the Warrant Shares have been authorized and allotted for issuance and, upon the issuance of the Warrant Shares following due exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued as fully paid and non-assessable securities in the capital of the Corporation; (xii) that the Broker Unit Shares have been authorized and allotted for issuance and, upon the issuance of the Broker Unit Shares following due exercise of the Broker Warrants in accordance with the terms thereof, the Broker Unit Shares will be validly issued as fully paid and non-assessable securities in the capital of the Corporation; (xiii) that the Broker Unit Warrants have been authorized and allotted for issuance; (xiv) that the Broker Warrant Shares have been authorized and allotted for issuance and, upon the issuance of the Broker Warrant Shares following due exercise of the Broker Unit Warrants in accordance with the terms thereof, the Broker Warrant Shares will be validly issued as fully paid and non-assessable securities in the capital of the Corporation; (xv) that all approvals, permits, consents, orders and authorizations have been obtained, all necessary documents have been filed, all requisite proceedings have been taken and all other legal requirements have been fulfilled under Canadian Securities Laws of the Qualifying Jurisdictions to qualify the distribution of the Offered Securities to the public in each of the Qualifying Jurisdictions through dealers duly and properly registered under the applicable laws of each of the Qualifying Jurisdictions who have complied with the relevant provisions of such laws and the terms of their registration; (xvi) subject to the qualifications, assumptions, limitations and understandings set out therein, the statements set out in the Final Prospectus under the headings “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” are true and correct as at the date of the Final Prospectus; (xvii) that the attributes of the Offered Securities and the Broker Warrants conform in all material respects with the description thereof contained in the Final Prospectus; (xviii) that the form of share certificate representing the Common Shares has been duly approved and adopted by the Corporation and complies in all material respects with the constating documents of the Corporation, the BCBCA and the CSE and OTCPK policies; (xix) that Computershare Investor Services Inc., at its principal offices in Vancouver, British Columbia, has been duly appointed as registrar and transfer agent for the Common Shares; (xx) that the Warrant Agent will be, as of the Closing Date, duly appointed as Warrant Agent under the Warrant Indenture; (xxi) that the Unit Shares, Warrants, Warrant Shares, Broker Unit Shares, Broker Unit Warrants and Broker Warrant Shares have been approved for listing on the CSE and OTCPK; and (xxii) as to such other matters as may reasonably be requested by the Agents, in a form acceptable to the Agents, acting reasonably; (b) the Underwriters shall have received, at the Closing Time, a legal opinion dated the Closing Date, addressed to the Underwriters and the Purchasers, in form and substance acceptable to the Underwriters, from counsel to each Subsidiary, with respect to the following matters: (i) the incorporation and subsistence of the Subsidiary; (ii) the corporate power, capacity and authority of the Subsidiary to carry on its business as presently carried on and to own, lease and operate its properties and assets; (iii) the authorized and issued capital of the Subsidiary; and (iv) the ownership of the issued and outstanding securities of the Subsidiary; (c) if any Offered Units are sold in the United States, the Underwriters shall have received, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters and the Purchasers, in form and substance acceptable to the Underwriters, of Xxxxx LPC, United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact fact, on certificates of officers officers, public and exchange officials or of the auditors of the Corporation or Transfer Agent), to the effect that the offer and otherssale of the Offered Securities in the United States and the issuance of the Unit Shares and Warrants thereunder are not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “B” hereto; (jd) the Underwriter Underwriters shall have received lock-up agreements duly executed by the senior management, directors of the board and the Principal Securityholders providing that, for a legal opinion dated period of 120 days following the Closing Date from local counsel Date, such persons or companies will not, directly or indirectly, offer, sell, dispose of or otherwise monetize the economic value of any securities in the Corporation beneficially owned by such shareholder, without the prior written consent of the Lead Underwriter, subject to the following exceptions: (i) if the Corporation as receives an offer, which has not been withdrawn, to enter into a transaction or arrangement, or proposed transaction or arrangement, pursuant to which, if entered into or completed substantially in accordance with its terms, a party could, directly or indirectly acquire an interest (including an economic interest) in, or become the incorporationholder of, capacity, ownership, subsistence and authorized and issued capital of each 100% of the Corporationtotal number of Common Shares, whether by way of takeover offer, scheme of arrangement, shareholder approved acquisition, capital reduction, share buyback, securities issue, reverse takeover, dual-listed company structure or other synthetic merger, transaction or arrangement; (ii) in respect of sales to affiliates of such shareholder; and (iii) as a result of the death of any individual shareholder. The Green Organic Dutchman Ltd., The Green Organic Hemp Ltd., Medican Organic Inc., 9371definitive terms of such lock-8633 Québec Inc., HemPoland sp. z.o.o., PHK sp. z.o.o. up agreement shall be negotiated between the Corporation and Green Absolutes sp. z.o.o., the Lead Underwriter in good faith and such other legal matters reasonably requested by the Underwritercontain customary provisions; (ke) the Underwriter Underwriters shall have received confirmation with respect to the Corporation's title to the Owned Real Property as of the Closing Date; (f) the Underwriters shall have received an incumbency certificate certificate, dated as of the Closing Date Date, including specimen signatures of the Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder; (lg) the Underwriter Underwriters shall have received a certificate, dated as of the Closing Date, of the Chief Executive Officer and the Chief Financial Officer of the Corporation (or such two senior other officer or officers of the Corporation as are acceptable to the UnderwriterUnderwriters, addressed to the Underwriteracting reasonably), to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects (other than those subject to materiality, which shall be true and correct in all respects) as if made at and as of the Closing Time and the Corporation has performed in all material respects all covenants and agreements and satisfied in all material respects all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of the Common Shares in the Qualifying Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and, to the knowledge of the officers, and no proceedings, investigations or enquiries for that purpose have been instituted or are pendingpending or threatened; (iii) the articles and notice of articles constating documents of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof; (iv) the minutes or resolutions or other records of various proceedings and actions of the Corporation’s Board board of Directors directors relating to the Offering and delivered at Closing are full, true and correct copies thereof and have not been modified or rescinded as of the date thereof; and (v) subsequent to the respective dates as at which information is given in the Prospectus, there has not been no material adverse change, material change or event or occurrence that would reasonably be expected to result in a Material Adverse Change other than as disclosed material adverse change or material change in the Prospectus business affairs, operations, assets, liabilities or any Supplementary Material, capital of the Corporation and the Subsidiaries taken as the case may be.a whole; (mh) the Underwriter Underwriters shall have received a letter dated as of the Closing Date, in form and substance satisfactory to the UnderwriterUnderwriters, addressed to the Underwriter and the directors of the Corporation acting reasonably, from the Corporation’s Auditor, Auditors confirming the continued accuracy of the comfort letter to be delivered to the Underwriter Underwriters pursuant to subsection 4(a)(i3(c) hereof with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, which changes shall be acceptable to the UnderwriterUnderwriters, acting reasonably; (ni) the Unit Shares, Warrants, Warrant Shares, Underwriter’s Broker Unit Shares, Broker Unit Warrants and Broker Warrant Shares and Warrants shall have been conditionally approved for listing on the TSXCSE and, subject only to if applicable, the official notices of issuance and fulfilment of the Standard Listing ConditionsOTCPK; (oj) the Underwriter shall have received a certificate of good standing in respect of the Corporation as at the date that is one Business Day prior to the Closing Date; (p) the Underwriter shall have received certificates or lists, issued under the Securities Laws of the Qualifying Jurisdictions stating or evidencing that the Corporation is not in default under such Securities Laws; and (q) the Underwriter Underwriters shall have received a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to the Closing Date; (k) the Underwriters shall not have exercised any rights of termination set forth in this Agreement; and (l) the Underwriters shall have received at the Closing Date such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Underwriters or their counsel shall request any such certificate or document within a reasonable period prior to the Closing Time that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document. The Corporation agrees that the aforesaid legal opinions and certificates to be delivered at the Closing Time will be addressed to the Underwriters and the Underwriters’ counsel.

Underwriters’ Obligation to Purchase. The obligation of the Underwriter Underwriters to purchase the Units Special Warrants at the Closing Time shall be subject to the satisfaction of each of the following conditions (it being understood that the Underwriter Underwriters may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its their rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriter Underwriters any such waiver or extension must be in writingwriting and signed by each of them): (a) all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation to approve the Prospectus, to obtain the approval of the TSX to the Offering and to validly offer, sell and distribute the Units, to issue to the Underwriter the Underwriter’s Warrants, to pay the Commission and to grant the Over-Allotment Option will have been taken; (b) the Corporation shall have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Canadian Securities Regulators for the Prospectus and to permit the Corporation to complete its obligations hereunder; (c) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the securities of the Corporation will have been issued and no proceedings for such purpose, to the best of the knowledge of the Corporation, will be pending or threatened; (d) the Underwriter not having exercised any rights of termination set forth in this Agreement; (e) the Corporation shall have, as of the Closing Time, complied with all of its material covenants and agreements contained in this Agreement; (f) the Underwriter shall have received executed Lock-Up Agreements in favour of the Underwriter as required pursuant to Section 12 of this Agreement; (g) the Underwriter Underwriters shall have received an executed copy of opinion addressed to the Warrant Indenture; (h) Underwriters and the Underwriter shall have received an opinionPurchasers, dated as of the Closing Date and subject to customary qualifications, of Torys Xxxxxxx Xxxxx & Xxxxxxxxx LLP the Corporation’s legal counsel, addressed to the Underwriter as to all legal matters customarily and reasonably requested by the Underwriter relating to the Corporation and the creation, issuance and sale of the Units or, instead of rendering opinions relating to the laws of or from local counsel in the Qualifying Jurisdictions other than Ontario and Alberta or elsewhere, the Corporation’s solicitors may engage one or more legal counsel in the Qualifying Provinces or elsewhere to provide such local counsel opinions as may be necessary: (i) if any of the purchasers are, or are acting for the account or benefit of, persons in the United States or U.S. Persons, the Underwriter shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Torys LLP, acting as United States securities counsel for the Corporation, addressed to the Underwriter, in form and substance satisfactory to the Underwriter, acting reasonably, that the offer and sale of Units to, or for the account or benefit of, persons in the United States and U.S. Persons, in the manner contemplated by this Agreement (including Schedule “A” hereto) and any exhibits thereto) and the U.S. Memorandum (and exhibits thereto), does not require registration under the U.S. Securities Act, it being understood that such counsel may rely, rely to the extent appropriate in the circumstances, (i) as to matters of fact, on certificates of the Corporation executed on its behalf by a senior officer of the Corporation and on certificates of Computershare Investor Services Inc., the transfer agent and registrar for the Corporation, as to the issued capital of the Corporation; and (ii) as to matters of fact not independently established, on certificates of officers the Corporation’s auditors or a public official) with respect to the following matters: (i) as to the incorporation and subsistence of the Corporation under the laws of the Province of Alberta and as to the corporate power of the Corporation to carry out its obligations under this Agreement and the Special Warrant Indenture and to issue the Special Warrants and Compensation Options; (ii) as to the authorized capital of the Corporation and othersthe Subsidiaries and as to the registered ownership of the issued and outstanding shares of the Subsidiaries; (jiii) that each Subsidiary has been duly incorporated and is validly existing under the laws of its jurisdiction, has all requisite corporate power and authority and is duly qualified to carry on its business as now conducted and to own its properties and assets; (iv) that the Corporation has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the Special Warrant Indenture and that this Agreement and the Special Warrant Indenture each constitute a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with their terms; (v) that the execution and delivery of this Agreement and the Special Warrant Indenture and the performance by the Corporation of its obligations hereunder and thereunder does not and will not conflict with, result in a breach of or create a state of facts which, whether with or without the giving of notice or lapse of time or both, will result in a breach or violation of any of the terms, conditions or provisions of the articles or by laws; (vi) the Underwriter Special Warrants and Compensation Options have been validly created, executed and issued by the Corporation and constitute valid and binding documents of the Corporation enforceable against it in accordance with its terms; (vii) the Underlying Shares have been duly authorized and validly allotted for issuance by the Corporation and, when issued in accordance with the terms of the Special Warrants, will be outstanding as fully paid and non-assessable shares; (viii) the Broker Warrants have been duly authorized and validly allotted for issuance by the Corporation upon the due exercise of the Compensation Options; (ix) the Broker Warrant Shares, when issued in accordance with the terms of the Broker Warrants, will be outstanding as fully paid and non-assessable shares; (x) the issuance and sale by the Corporation of the Special Warrants to the Purchasers and the issuance of the Compensation Options to the Underwriters are exempt from the prospectus requirements of applicable Securities Laws and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Securities Laws to permit such issuance and sale; and the issuance of the Underlying Shares and Broker Warrants upon the exercise of the Special Warrants or Compensation Option (as the case may be) is exempt from the prospectus requirements of applicable Securities Laws; (xi) upon the filing of the Prospectus and the issuance of receipts therefor under applicable Securities Laws, all legal requirements will have been fulfilled by the Corporation under the applicable Securities Laws to qualify, without resort to the prospectus exemption provisions of such applicable Securities Laws, the distribution in each of the Qualifying Provinces of the Underlying Shares issuable upon the exercise of the Special Warrants and the Broker Warrants issuable upon the exercise of the Compensation Options and no other documents will be required to be filed, proceedings taken, or approvals, permits, consents, or authorizations obtained under the applicable Securities Laws to permit the trading in the Qualifying Provinces of such Underlying Share or Broker Warrants, through registrants registered under applicable laws who have complied with such applicable laws or in circumstances in which there is an exemption from the registration requirements of such applicable laws; (xii) in the event that the Special Warrants are exercised prior to the issuance of receipts for the Prospectus, no other documents will be required to be filed, proceedings, taken or approvals, permits, consents or authorizations obtained under the applicable Securities Laws in connection with the first trade of the Underlying Shares provided such securities have been held for the period of four months following the Closing Date; (xiii) as to the first trade by a holder of Special Warrants, Underlying Common Shares or Broker Warrant Shares if a Prospectus is not filed; (xiv) the Special Warrant Agent has been duly appointed by the Corporation as special warrant agent in respect of the Special Warrants pursuant to the Special Warrant Indenture; (xv) the form of share certificate representing the Common Shares has been duly approved and adopted by the Corporation and complies in all material respects with the constating documents of the Corporation, the Business Corporations Act (Alberta) and the requirements of the TSXV; (xvi) that the Underlying Shares (including the Penalty Shares) and the Broker Warrant Shares have been conditionally approved for listing on the TSXV subject only to the Standard Listing Conditions; and (xvii) as to such other matters as the Underwriter’s legal counsel may reasonably request prior to the Closing Time; (b) the Underwriters shall have received a legal an updated title opinion dated the Closing Date from to be delivered by local counsel to the Corporation as in the Republic of Guyana in respect of the Toroparu Gold Copper Prospect in form and substance satisfactory to the incorporationUnderwriters and Underwriters’ counsel, capacityacting reasonably, ownership, subsistence as soon as possible after the Closing Date and authorized and issued capital of each in any event not later than immediately prior to the filing of the Corporation, The Green Organic Dutchman Ltd., The Green Organic Hemp Ltd., Medican Organic Inc., 9371-8633 Québec Inc., HemPoland sp. z.o.o., PHK sp. z.o.o. and Green Absolutes sp. z.o.o., and such other legal matters reasonably requested by the UnderwriterFinal Prospectus; (kc) the Underwriter Underwriters shall have received certificates evidencing the Special Warrants and Compensation Options in form and substance satisfactory to the Underwriters, acting reasonably; (d) the Underwriters shall have received an incumbency certificate certificate, dated as of the Closing Date Date, including specimen signatures of the Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder; (le) the Underwriter Underwriters shall have received a certificate, dated as of the Closing Date, of the Chief Executive Officer and the Chief Financial Officer of the Corporation (or such two senior other officer or officers of the Corporation as are acceptable to the UnderwriterUnderwriters, acting reasonably), addressed to the Underwriter, Underwriters and their counsel to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) since September 30, 2009, (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and the Subsidiaries (taken as a whole), except as has been publicly disclosed on a non confidential basis; and (B) no transaction has been entered into by the Corporation or the Subsidiaries which is or would be material to the Corporation other than in the ordinary course of business (or as has been publicly disclosed on a non confidential basis); (ii) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects as if made at and as of the Closing Time and Time; (iii) the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time; (iiiv) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading in any securities of Common Shares in the Qualifying Jurisdictions Corporation (including the Special Warrants, Underlying Shares, Compensation Options and Broker Warrants) has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and, to the knowledge of the officers, and no proceedings, investigations or enquiries for that purpose have been instituted or are pending; (iiiv) the articles and notice of articles by laws of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof;; and (ivvi) the minutes or other records of various proceedings and actions of the Corporation’s Board of Directors relating to the Offering and delivered at Closing are full, true and correct copies thereof thereof, subject to the Corporation’s representation in paragraph 5(cc) of this Agreement and have not been modified or rescinded as of the date thereof; and (v) subsequent , and each such statement shall be true and the Underwriters shall have no knowledge to the respective dates as at which information is given in the Prospectus, there has not been a Material Adverse Change other than as disclosed in the Prospectus or any Supplementary Material, as the case may be. (m) the Underwriter shall have received a letter dated as of the Closing Date, in form and substance satisfactory to the Underwriter, addressed to the Underwriter and the directors of the Corporation from the Corporation’s Auditor, confirming the continued accuracy of the comfort letter to be delivered to the Underwriter pursuant to subsection 4(a)(i) hereof with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, which changes shall be acceptable to the Underwritercontrary; (nf) the Unit Underlying Shares (including the Penalty Shares, Warrant Shares, Underwriter’s ) and the Broker Warrant Shares and Warrants shall have been conditionally approved for listing on the TSXTSXV, subject only to the official notices of issuance and fulfilment of conditions set out in the Standard Listing ConditionsTSXV Letter; (og) the Underwriter Underwriters shall have received a certificate of good standing status in respect of the Corporation as at the date that is one Business Day prior to the Closing DateCorporation, GoldHeart Investment Holdings Ltd. and ETK Inc.; (ph) the Underwriter Underwriters shall have received certificates or lists, the equivalent thereof from the Securities Regulators in the Qualifying Jurisdictions issued under the Securities Laws of the Qualifying Jurisdictions stating or evidencing that the Corporation is not in default under such Securities Laws; and (qi) the Underwriter Underwriters shall have received a certificate from the Transfer Agent Computershare Investor Services Inc. as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to the Closing Date.

Underwriters’ Obligation to Purchase. The obligation of the Underwriter Underwriters to purchase the Units Shares at the Closing Time shall be subject to the satisfaction of each of the following conditions (it being understood that the Underwriter Underwriters may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its their rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriter Underwriters any such waiver or extension must be in writingwriting and signed by each of them): (a) all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation to approve the Prospectus, to obtain the approval of the TSX to the Offering and to validly offer, sell and distribute the Units, to issue to the Underwriter the Underwriter’s Warrants, to pay the Commission and to grant the Over-Allotment Option will have been taken; (b) the Corporation shall have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Canadian Securities Regulators for the Prospectus and to permit the Corporation to complete its obligations hereunder; (c) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the securities of the Corporation will have been issued and no proceedings for such purpose, to the best of the knowledge of the Corporation, will be pending or threatened; (d) the Underwriter not having exercised any rights of termination set forth in this Agreement; (e) the Corporation shall have, as of the Closing Time, complied with all of its material covenants and agreements contained in this Agreement; (f) the Underwriter shall have received executed Lock-Up Agreements in favour of the Underwriter as required pursuant to Section 12 of this Agreement; (g) the Underwriter shall have received an executed copy of the Warrant Indenture; (h) the Underwriter Underwriters shall have received an opinion, dated as of the Closing Date and subject to customary qualifications, of Torys Blake, Xxxxxxx & Xxxxxxx LLP the Corporation’s legal counsel, addressed to the Underwriter as to all legal matters customarily and reasonably requested by the Underwriter relating to the Corporation and the creation, issuance and sale of the Units or, instead of rendering opinions relating to the laws of the Qualifying Jurisdictions other than Ontario and Alberta or elsewhere, the Corporation’s solicitors may engage one or more legal from local counsel in the Qualifying Provinces other than British Columbia, Alberta or elsewhere Ontario (it being understood that such counsel may rely to provide such local counsel opinions the extent appropriate in the circumstances, (i) as may be necessaryto matters of fact, on certificates of the Company executed on its behalf by a senior officer of the Company and on certificates of Computershare Investor Services Inc., the transfer agent and registrar for the Company, as to the issued capital of the Company; and (ii) as to matters of fact not independently established, on certificates of the Company’s Auditors or a public official) with respect to the following matters: (i) if any the Company is a corporation existing under the Business Corporations Act (Ontario); (ii) the authorized capital of the purchasers areCompany; (iii) the Company has all requisite corporate power and capacity to carry on its business as now conducted; to own, or are acting lease and operate its property and assets; to execute, deliver and perform its obligations under this Agreement; and to create, issue and sell the Shares; (iv) the Shares have been duly authorized and validly allotted for issuance by the account or benefit ofCompany, persons and upon payment, will be validly issued as fully paid and non-assessable shares; (v) all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement, and the performance of its obligations hereunder and this Agreement has been executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against it in the United States or U.S. Personsaccordance with its terms, the Underwriter shall have received an opinion, dated the Closing Date and subject to customary qualifications; (vi) the rights, privileges, restrictions and conditions attaching to the Shares are accurately summarized in all material respects in the Final Prospectus; (vii) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of Torys the appropriate regulatory authority under the securities laws in each of the Qualifying Provinces have been obtained by the Company to qualify the distribution or distribution to the public of the Shares in each of the Qualifying Provinces through persons who are registered under applicable legislation and who have complied with the relevant provisions of such applicable legislation; (viii) the Shares have been conditionally approved for listing on the TSX subject only to the Standard Listing Conditions; (ix) the execution and delivery of this Agreement, the fulfilment of the terms hereof by the Company and the issuance, sale and delivery of the Shares to be issued, delivered and sold by the Company at the Closing Time do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with any of the terms, conditions or provisions of the articles or by-laws of the Company or the Business Corporations Act (Ontario); (x) Computershare Investor Services Inc. has been duly appointed the transfer agent and registrar for the Shares; and (xi) the Shares are “qualified investments” for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, registered disability savings plans, deferred profit sharing plans and tax-free savings accounts within the meaning of the Income Tax Act (Canada), subject to the assumptions and qualifications set forth in the Final Prospectus under the heading “Eligibility for Investment”. (b) if any Shares are sold in the United States, the Company’s U.S. legal counsel, Xxxxxx & Whitney LLP, acting as United States securities counsel for the Corporation, shall have delivered a favourable legal opinion addressed to the UnderwriterUnderwriters in form and substance satisfactory to the Underwriters, acting reasonably, to the effect that no registration under the U.S. Securities Act is required for the sale of the Shares by the Company in the United States; (c) the Underwriters shall have received the following reports or opinions dated as of the Closing Date, in form and substance satisfactory to the UnderwriterUnderwriters and Underwriters’ counsel, acting reasonably: (i) a favourable legal opinion addressed to the Underwriters dated the Closing Date, from XxxXxxxxxx Xxxxxx & Xxxxxxx LLP, the Company’s counsel in Saskatchewan, regarding title to the XxXxxxx Lake and Midwest mineral properties and Xxxxxxx River project of the Company; and (ii) a favourable report of the Company’s, or as applicable, a subsidiary’s, external counsel regarding the status and ownership interests in the properties and mines that comprise: (A) the Arizona Strip properties; (B) Xxxxx Mountains Complex properties, including the Bullfrog and Xxxx M deposits; (C) the Colorado Plateau properties; and (D) the Mutanga project; (d) the Company will have caused a favourable legal opinion to be delivered by local counsel in the jurisdiction of incorporation of each of the Opinion Subsidiaries addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, that and with respect to the offer following matters: (i) the incorporation and sale existence of Units to, or for the account or benefit of, persons in the United States and U.S. Persons, in the manner contemplated by this Agreement (including Schedule “A” hereto) and any exhibits thereto) and the U.S. Memorandum (and exhibits thereto), does not require registration each Opinion Subsidiary under the U.S. Securities Act, it being understood that such counsel may rely, to the extent appropriate in the circumstances, as to matters laws of fact on certificates its jurisdiction of officers of the Corporation and othersincorporation; (jii) as to the registered ownership of the issued and outstanding shares of each Opinion Subsidiary; and (iii) that each Opinion Subsidiary has all requisite corporate power under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and own its properties; and at the Closing Time, shall deliver certificates of status (or the equivalent) with respect to each of the Material Subsidiaries dated the Business Day immediately prior to the Closing Date or such other date as the Company and the Underwriters may agree; (e) the Underwriter Underwriters shall have received certificates evidencing the Shares in form and substance satisfactory to the Underwriters, acting reasonably; (f) the Underwriters shall have received a certificate, in form and substance acceptable to the Underwriters and their legal opinion counsel, dated as of the Closing Date from local counsel signed by the Chief Executive Officer or Chief Financial Officer of the Company (or such other officer or officers of the Company acceptable to the Corporation as to Underwriters, acting reasonably) with respect to: (i) the incorporation, capacity, ownership, subsistence and authorized and issued capital of each constating documents of the Corporation, The Green Organic Dutchman Ltd., The Green Organic Hemp Ltd., Medican Organic Inc., 9371-8633 Québec Inc., HemPoland sp. z.o.o., PHK sp. z.o.o. and Green Absolutes sp. z.o.o., and such other legal matters reasonably requested by the UnderwriterCompany; (kii) the Underwriter shall have received an resolutions of the Board of Directors of the Company related to the Offering, the allotment and sale of the Shares, the authorization of this Agreement, the Subscription Agreements and the other agreements and transactions contemplated by this Agreement; and (iii) the incumbency certificate dated the Closing Date including specimen and signatures of the Chief Executive Officer, the Chief Financial Officer and any other officer signing officers of the Corporation signing this Agreement or any document delivered hereunderCompany; (lg) the Underwriter Underwriters shall have received a certificate, dated as of the Closing Date, of the Chief Executive Officer and the Chief Financial Officer of the Company (or such two senior other officer or officers of the Corporation as are Company acceptable to the UnderwriterUnderwriters, acting reasonably), addressed to the Underwriter, Underwriters and their counsel to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) the representations and warranties of the Corporation Company in this Agreement are true and correct in all material respects as if made at and as of the Closing Time (other than those that speak to a specific time, in which case they shall have been true and correct in all material respects at such time) and the Corporation Company has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares in the Qualifying Jurisdictions Provinces has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and, to the knowledge of the officers, and no proceedings, investigations or enquiries for that purpose have been instituted or are pending; (iii) the articles and notice of articles by-laws of the Corporation Company delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof;; and (iv) the minutes or other records of various proceedings and actions of the CorporationCompany’s Board of Directors relating to the Offering and delivered at Closing are full, true and correct copies thereof thereof, and have not been modified or rescinded as of the date thereof; and, (v) subsequent to the respective dates as at which information is given in the Prospectus, there has not been a Material Adverse Change other than as disclosed in the Prospectus or any Supplementary Material, as the case may be. (mh) the Underwriter shall have received a letter dated as of the Closing Date, in form and substance satisfactory to the Underwriter, addressed to the Underwriter and the directors of the Corporation from the Corporation’s Auditor, confirming the continued accuracy of the comfort letter to be delivered to the Underwriter pursuant to subsection 4(a)(i) hereof with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, which changes shall be acceptable to the Underwriter; (n) the Unit Shares, Warrant Shares, Underwriter’s Warrant Shares and Warrants shall have been conditionally approved for listing on the TSXTSX and the NYSE Amex, subject only to the official notices of issuance and fulfilment of conditions set out in the Standard Listing Conditions; (oi) the Underwriter Underwriters shall have conducted all due diligence inquiries and investigations and not identified any material adverse changes or misrepresentations or any items materially adversely affecting the Company’s affairs which exist as of the date hereof but which have not been widely disseminated to the public; (j) the Underwriters shall have received a certificate of good standing status in respect of the Corporation as at the date that is one Business Day prior to the Closing DateCompany; (pk) the Underwriter Underwriters shall have received certificates or lists, the equivalent thereof from the Canadian Securities Regulators issued under the Securities Laws of the Qualifying Jurisdictions Provinces stating or evidencing that the Corporation Company is not in default under such Securities Laws; and; (ql) the Underwriter Underwriters shall have received a certificate from the Transfer Agent Computershare Investor Services Inc. as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to the Closing Date; and (m) the Underwriters shall have received such further certificates, opinions and other documentation from the Company as may be contemplated herein or as the Underwriters may reasonably require, provided, however, that the Underwriters shall request any such certificate, opinions or document within a reasonable period prior to the Closing Time that is sufficient for the Company to obtain and deliver such certificate, opinion or document.

Underwriters’ Obligation to Purchase. The obligation of the Underwriter Underwriters to purchase the Units Underwritten Shares at the Closing Time shall be subject to the following conditions (it being understood that the Underwriter Underwriters may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriter Underwriters any such waiver or extension must be in writingwriting and signed by them): (a) all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation to approve the Prospectus, to obtain the approval of the TSX to the Offering and to validly offer, sell and distribute the Units, to issue to the Underwriter the Underwriter’s Warrants, to pay the Commission and to grant the Over-Allotment Option will have been taken; (b) the Corporation shall have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Canadian Securities Regulators for the Prospectus and to permit the Corporation to complete its obligations hereunder; (c) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the securities of the Corporation will have been issued and no proceedings for such purpose, to the best of the knowledge of the Corporation, will be pending or threatened; (d) the Underwriter not having exercised any rights of termination set forth in this Agreement; (e) the Corporation shall have, as of the Closing Time, complied with all of its material covenants and agreements contained in this Agreement; (f) the Underwriter shall have received executed Lock-Up Agreements in favour of the Underwriter as required pursuant to Section 12 of this Agreement; (g) the Underwriter shall have received an executed copy of the Warrant Indenture; (h) the Underwriter Underwriters shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Torys Xxxxxxx Xxxxx and Xxxxxxxxx LLP (it being understood that such counsel may rely to the extent appropriate in the circumstances, (i) as to matters of fact, on certificates of the Corporation executed on its behalf by a senior officer of the Corporation and on certificates of the Transfer Agent, as to the issued capital of the Corporation; (ii) as to matters of fact not independently established, on certificates of the Corporation’s legal auditors or a public official); and (iii) upon local counsel or may arrange for separate opinions of local counsel, addressed with respect to the Underwriter following matters: (i) as to the incorporation and/or creation and subsistence of the Corporation under the laws of its jurisdiction of incorporation, continuance, amalgamation or formation and as to the corporate power of the Corporation to carry out its obligations under this Agreement, and to issue the Securities and the Compensation Options; (ii) as to the authorized capital of the Corporation; (iii) that the Corporation has taken all legal matters customarily necessary corporate action to authorize the execution and reasonably requested delivery of this Agreement and the Compensation Options and this Agreement and the Compensation Options constitute legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms; (iv) that the execution and delivery of this Agreement and the Compensation Options and the performance by the Underwriter relating to Corporation of its obligations hereunder and thereunder do not and will not conflict with, result in a breach of or create a state of facts which, whether with or without the giving of notice or lapse of time or both, will result in a breach or violation of any of the terms, conditions or provisions of the articles of the Corporation; (v) that the Underwritten Shares and when consideration is received therefor, the Optioned Shares and Compensation Shares, have been duly authorized and validly issued as fully paid and non-assessable Common Shares in the capital of the Corporation; (vi) that the attributes of the Common Shares conform in all material respects with the description thereof contained in the Final Prospectus; (vii) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Preliminary Prospectus and the creationFinal Prospectus and the filing of such documents as are required under the Securities Laws; (viii) that no consent, approval, authorization or order of or filing, registration or qualification with any court, governmental agency or body or regulatory authority having jurisdiction is required at this time for the execution and delivery by the Corporation of this Agreement and the performance of its obligations hereunder, except for such as have been made or obtained; (ix) that all approvals, permits, consents, orders and authorizations have been obtained, all necessary documents have been filed and all other legal requirements have been fulfilled under Securities Laws of the Qualifying Jurisdictions to qualify the issuance or distribution and sale of the Units or, instead of rendering opinions relating Underwritten Shares to the laws public in each of the Qualifying Jurisdictions other than Ontario and Alberta or elsewhereto permit the issuance, sale and delivery of such Underwritten Shares to the public through dealers registered under the applicable laws of each of the Qualifying Jurisdictions who have complied with the relevant provisions of such laws and the terms of their registration; (x) that the Underwritten Shares and the Optioned Shares will, as of the date they are issued, be “qualified investments” under the Income Tax Act (Canada) and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, deferred profit sharing plans, registered disability savings plans and tax free savings plans; (xi) that the Underwritten Shares, the CorporationOptioned Shares and the Compensation Shares have been conditionally approved for listing on the TSX subject only to the Standard Listing Conditions; and (xii) as to such other matters as the Underwriter’s solicitors may engage one or more legal counsel in may reasonably request prior to the Qualifying Provinces or elsewhere to provide such local counsel opinions as may be necessary:Closing Time; (ib) if any of the purchasers are, or are acting for the account or benefit of, persons in the United States or U.S. PersonsStates, the Underwriter Underwriters shall have received an opinion, dated a legal opinion addressed to the Closing Date and subject to customary qualifications, of Torys Underwriters from Xxxxxxx Xxxx LLP, acting as United States securities counsel for the Corporation, addressed to dated as of the UnderwriterClosing Date, in form and substance satisfactory to the UnderwriterUnderwriters, acting reasonably, that the offer and sale of Units to, or for the account or benefit of, persons Underwritten Shares in the United States and U.S. PersonsStates, in the manner contemplated by this Agreement (including Schedule “A” hereto) and any exhibits thereto) and the U.S. Memorandum (and exhibits thereto), does not require registration under the U.S. Securities Act, it being understood that such counsel may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others; (jc) the Underwriter Underwriters shall have received a legal opinion favourable reports on title addressed to the Underwriters and the Underwriters’ counsel in form and substance satisfactory to the Underwriters and their counsel, acting reasonably, dated the Closing Date from local counsel to the Corporation as to the Corporation’s title to the Lac Xxxxxx and Snow Lake properties and the incorporation, capacity, ownership, subsistence and authorized and issued capital of each the subsidiaries (provided that it is acknowledged that corporate opinions are required only for the subsidiaries within the chain of title of the Corporation, The Green Organic Dutchman Ltd., The Green Organic Hemp Ltd., Medican Organic Inc., 9371-8633 Québec Inc., HemPoland sp. z.o.o., PHK sp. z.o.o. and Green Absolutes sp. z.o.o., and such other legal matters reasonably requested by the UnderwriterMining Properties); (kd) the Underwriter Underwriters shall have received an incumbency certificate dated the Closing Date including specimen signatures of the Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder; (le) the Underwriter Underwriters shall have received a certificate, dated the Closing Date, of such two senior officers of the Corporation as are acceptable to the UnderwriterLead Underwriters, addressed to the Underwriter, Underwriters and their counsel to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects as if made at and as of the Closing Time and the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares in the Qualifying Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and, to the knowledge of the officers, and no proceedings, investigations or enquiries for that purpose have been instituted or are pending; (iii) the articles and notice of articles by-laws of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof; (iv) the minutes or other records of various proceedings and actions of the Corporation’s Board of Directors relating to the Offering and delivered at Closing are full, true and correct copies thereof and have not been modified or rescinded as of the date thereof; and (v) subsequent to the respective dates as at which information is given in the Prospectus, there has not been a Material Adverse Change or event or occurrence that would reasonably be expected to result in a Material Adverse Change, other than as disclosed in the Prospectus or any Supplementary Material, as the case may be.; (mf) the Underwriter Underwriters shall have received a letter dated as of the Closing Date, in form and substance satisfactory to the UnderwriterUnderwriters, addressed to the Underwriter Underwriters and the directors of the Corporation from the Corporation’s Auditor, auditors confirming the continued accuracy of the comfort letter to be delivered to the Underwriter Underwriters pursuant to subsection 4(a)(isubparagraph 4(a)(iv) hereof with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, which changes shall be acceptable to the UnderwriterUnderwriters; (ng) the Unit Underwritten Shares, Warrant Shares, Underwriter’s Warrant the Optioned Shares and Warrants the Compensation Shares shall have been approved for listing on the TSX, subject only to the official notices of issuance and fulfilment of the Standard Listing Conditions; (oh) the Underwriter Underwriters and their counsel shall have been provided with all information and documentation reasonably requested relating to their due diligence inquiries and investigations; (i) the Underwriters shall have received a certificate of good standing status in respect of the Corporation as at the date that is one Business Day prior to the Closing DateCorporation; (pj) the Underwriter Underwriters shall have received certificates or lists, issued under excerpts from the Securities Laws lists of the Qualifying Jurisdictions stating or evidencing that the Corporation is reporting issuers not in default under such maintained by the applicable Canadian Securities LawsRegulators; and (qk) the Underwriter Underwriters shall have received a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to the Closing Date.

Underwriters’ Obligation to Purchase. The obligation of the Underwriter Underwriters to purchase the Units at the Closing Time shall be subject to the following conditions (it being understood that the Underwriter Underwriters may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriter Underwriters any such waiver or extension must be in writing): (a) all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation to approve the Prospectus, to obtain the approval of the TSX to the Offering and to validly offer, sell and distribute the Units, to issue to the Underwriter the Underwriter’s Warrants, Units to pay the Commission and to grant the Over-Allotment Option will have been taken; (b) the Corporation shall have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Canadian Securities Regulators for the Prospectus and to permit the Corporation to complete its obligations hereunder; (c) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the securities of the Corporation will have been issued and no proceedings for such purpose, to the best of the knowledge of the Corporation, will be pending or threatened; (d) the Underwriter Underwriters not having exercised any rights of termination set forth in this Agreement; (e) the Corporation shall have, as of the Closing Time, complied with all of its material covenants and agreements contained in this Agreement; (f) the Underwriter Underwriters shall have received executed Lock-Up Agreements in favour of the Underwriter Underwriters as required pursuant to Section 12 of this Agreement; (g) the Underwriter Underwriters shall have received an executed copy of the Warrant Indenture; (h) the Underwriter Underwriters shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Torys XxXxxxxx LLP the Corporation’s legal counsel, addressed to the Underwriter Underwriters as to all legal matters customarily and reasonably requested by the Underwriter Underwriters relating to the Corporation and the creation, issuance and sale of the Units or, instead of rendering opinions relating to the laws of the Qualifying Jurisdictions other than British Columbia, Alberta, Ontario and Alberta Quebec or elsewhere, the Corporation’s solicitors may engage one or more legal counsel in the Qualifying Provinces or elsewhere to provide such local counsel opinions as may be necessary: (i) if any of the purchasers are, or are acting for the account or benefit of, persons in the United States or U.S. Persons, the Underwriter Underwriters shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Torys XxXxxxxx LLP, acting as United States securities counsel for the Corporation, addressed to the UnderwriterUnderwriters, in form and substance satisfactory to the UnderwriterUnderwriters, acting reasonably, that the offer and sale of Units to, or for the account or benefit of, persons in the United States and U.S. Persons, in the manner contemplated by this Agreement (including Schedule “A” hereto) and any exhibits thereto) and the U.S. Memorandum (and exhibits thereto), does not require registration under the U.S. Securities Act, it being understood that such counsel may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others; (j) the Underwriter Underwriters shall have received a legal opinion dated the Closing Date from local counsel to the Corporation as to the incorporation, capacity, ownership, subsistence and authorized and issued capital of each of the Corporation, The Green Organic Dutchman Ltd., The Green Organic Hemp Ltd., Medican Organic Inc., 9371-8633 Québec Inc., HemPoland sp. z.o.o., PHK sp. z.o.o. Subsidiaries (other than those located in Colombia and Green Absolutes sp. z.o.o.Greece), and such other legal matters reasonably requested by the UnderwriterUnderwriters; (k) the Underwriter Underwriters shall have received an incumbency certificate dated the Closing Date including specimen signatures of the Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder; (l) the Underwriter Underwriters shall have received a certificate, dated the Closing Date, of such two senior officers of the Corporation as are acceptable to the Lead Underwriter, addressed to the Underwriter, Underwriters to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects as if made at and as of the Closing Time and the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares in the Qualifying Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and, to the knowledge of the officers, no proceedings, investigations or enquiries for that purpose have been instituted or are pending; (iii) the articles and notice of articles of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof; (iv) the minutes or other records of various proceedings and actions of the Corporation’s Board of Directors relating to the Offering and delivered at Closing are full, true and correct copies thereof and have not been modified or rescinded as of the date thereof; and (v) subsequent to the respective dates as at which information is given in the Prospectus, there has not been a Material Adverse Change other than as disclosed in the Prospectus or any Supplementary Material, as the case may be. (m) the Underwriter Underwriters shall have received a letter letters dated as of the Closing Date, in form and substance satisfactory to the UnderwriterUnderwriters, addressed to the Underwriter Underwriters and the directors of the Corporation from each of the Corporation’s Auditor, Auditors and the Corporation’s Former auditors confirming the continued accuracy of the comfort letter letters to be delivered to the Underwriter Underwriters pursuant to subsection 4(a)(i) hereof with such changes as may be necessary to bring the information in such letter letters forward to a date not more than two Business Days prior to the Closing Date, which changes shall be acceptable to the UnderwriterUnderwriters; (n) the Unit Shares, Warrant Shares, Underwriter’s Shares and Warrant Shares and Warrants shall have been approved for listing on the TSX, subject only to the official notices of issuance and fulfilment of the Standard Listing Conditions; (o) the Underwriter Underwriters shall have received a certificate of good standing in respect of the Corporation as at the date that is one Business Day prior to the Closing Date; (p) the Underwriter Underwriters shall have received certificates or lists, issued under the Securities Laws of the Qualifying Jurisdictions stating or evidencing that the Corporation is not in default under such Securities Laws; and (q) the Underwriter Underwriters shall have received a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to the Closing Date.

Underwriters’ Obligation to Purchase. The obligation of the Underwriter to purchase the Underwritten Units and to place the Agency Units at the Closing Time on a Closing Date shall be subject to the following conditions (it being understood that the Underwriter may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriter any such waiver or extension must be in writingwriting and signed by it): (a) all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation to approve the Prospectus, to obtain the approval of the TSX to the Offering and to validly offer, sell and distribute the Units, to issue to the Underwriter the Underwriter’s Warrants, to pay the Commission and to grant the Over-Allotment Option will have been taken; (b) the Corporation shall have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Canadian Securities Regulators for the Prospectus and to permit the Corporation to complete its obligations hereunder; (c) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the securities of the Corporation will have been issued and no proceedings for such purpose, to the best of the knowledge of the Corporation, will be pending or threatened; (d) the Underwriter not having exercised any rights of termination set forth in this Agreement; (e) the Corporation shall have, as of the Closing Time, complied with all of its material covenants and agreements contained in this Agreement; (f) the Underwriter shall have received executed Lock-Up Agreements in favour of the Underwriter as required pursuant to Section 12 of this Agreement; (g) the Underwriter shall have received an executed copy of the Warrant Indenture; (h) the Underwriter shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Torys LLP XxXxxxx Xxxxxxxxx Professional Corporation or from local counsel in Qualifying Jurisdictions other than Ontario (it being understood that such counsel may rely to the extent appropriate in the circumstances, (i) as to matters of fact, on certificates of the Corporation executed on its behalf by a senior officer of the Corporation and on certificates of the Transfer Agent, as to the issued capital of the Corporation; and (ii) as to matters of fact not independently established, on certificates of the Corporation’s legal counsel, addressed auditors or a public official) with respect to the Underwriter following matters: (i) as to all legal matters customarily the incorporation and reasonably requested by subsistence of the Underwriter relating Corporation and Subsidiaries and as to the corporate power of the Corporation to carry out its obligations under this Agreement, and to issue the Units; (ii) as to the authorized and issued capital of the Corporation and the creationSubsidiaries; (iii) that the Corporation has taken all necessary corporate action to authorize the execution and delivery of this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms; (iv) that the execution and delivery of this Agreement and the performance by the Corporation of its obligations thereunder do not and will not conflict with, result in a breach of or create a state of facts which, whether with or without the giving of notice or lapse of time or both, will result in a breach or violation of any of the terms, conditions or provisions of the articles, by-laws or resolutions of the board of directors or the shareholders of the Corporation; (v) that the Common Shares to be issued at such Closing Time have been duly authorized and validly issued as fully paid and non-assessable securities in the capital of the Corporation; (vi) the attributes of the Common Shares and the Warrants comprising the Units to be issued at such Closing Time conform in all material respects with the description thereof contained in the Final Prospectus; (vii) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Preliminary Prospectus and the Final Prospectus and the filing of such documents pursuant to the Securities Laws in each of the Qualifying Jurisdictions; (viii) no consent, approval, authorization or order of or filing, registration or qualification with any court, governmental agency or body or regulatory authority having jurisdiction is required at this time for the execution and delivery by the Corporation of this Agreement and the performance of its obligations hereunder, except for such as have been made or obtained; (ix) all approvals, permits, consents, orders and authorizations have been obtained, all necessary documents have been filed and all other legal requirements have been fulfilled under Securities Laws in the Qualifying Jurisdictions to qualify the issuance or distribution and sale of the Units or, instead of rendering opinions relating to the laws public in each of the Qualifying Jurisdictions other than Ontario and Alberta or elsewherethe distribution of the Underwriter’s Warrants to the Underwriter and to permit the issuance, sale and delivery of such Units to the public through dealers registered under the applicable laws of each of the Qualifying Jurisdictions who have complied with the relevant provisions of such laws and the terms of their registration; (x) the Units will, as of the date they are issued, be “qualified investments” under the Income Tax Act (Canada) and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans and deferred profit sharing plans; (xi) the form of share certificate representing the Common Shares has been duly approved and adopted by the Corporation and complies in all material respects with the constating documents of the Corporation, the CorporationCanada Business Corporations Act and the requirements of the TSX; (xii) that the Common Shares have been conditionally approved for listing on the TSX subject only to the Standard Listing Conditions; (xiii) that the Transfer Agent has been duly appointed as the transfer agent and registrar for the Common Shares; and (xiv) as to such other matters as the Underwriter’s solicitors may engage one or more legal counsel in may reasonably request prior to the Qualifying Provinces or elsewhere to provide such local counsel opinions as may be necessary:Closing Time; (ib) if any of the purchasers are, or are acting for the account or benefit of, persons in the United States or U.S. Persons, the Underwriter shall have received an opinion, dated a legal opinion addressed to the Closing Date and subject to customary qualifications, of Torys Underwriter from Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP, acting as United States securities counsel for the Corporation, addressed to dated as of the UnderwriterClosing Date, in form and substance satisfactory to the Underwriter, acting reasonably, to the effect that the offer and sale of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons, in the manner contemplated by this Agreement (including Schedule “A” hereto) and any exhibits thereto) and the U.S. Memorandum (and exhibits thereto), does are not require registration required to be registered under the U.S. Securities Act, it being understood that such counsel may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others; (j) the Underwriter shall have received a legal opinion dated the Closing Date from local counsel to the Corporation as to the incorporation, capacity, ownership, subsistence and authorized and issued capital of each of the Corporation, The Green Organic Dutchman Ltd., The Green Organic Hemp Ltd., Medican Organic Inc., 9371-8633 Québec Inc., HemPoland sp. z.o.o., PHK sp. z.o.o. and Green Absolutes sp. z.o.o., and such other legal matters reasonably requested by the Underwriter; (kc) the Underwriter shall have received an incumbency certificate dated the Closing Date including specimen signatures of the Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder; (ld) the Underwriter shall have received a certificate, dated the Closing Date, of such two senior officers the Chief Executive Officer and the Chief Financial Officer of the Corporation as are acceptable to the UnderwriterCorporation, addressed to the Underwriter, Underwriter and their counsel to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects as if made at and as of the Closing Time and the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares the Corporation’s securities in the Qualifying Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and, to the knowledge of the officers, and no proceedings, investigations or enquiries for that purpose have been instituted or are pending; (iii) the articles and notice of articles by-laws of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof; (iv) the minutes or other records of various proceedings and actions of the Corporation’s Board of Directors relating to the Offering and delivered at Closing are full, true and correct copies thereof and have not been modified or rescinded as of the date thereof; (v) since the date of the Final Prospectus, there has been no material adverse change in the business, affairs, operations, assets, liabilities or capital of the Corporation and the Subsidiaries taken as a whole; and (vvi) subsequent none of the documents filed with applicable securities regulatory authorities since December 31, 2005 contained a misrepresentation as at the time the relevant document was filed that has not since been corrected; and each such statement shall, in fact, be true and the Underwriter shall have no knowledge to the respective dates as at which information is given in the Prospectus, there has not been a Material Adverse Change other than as disclosed in the Prospectus or any Supplementary Material, as the case may becontrary. (me) the Underwriter shall have received a letter dated as of the Closing Date, in form and substance satisfactory to the Underwriter, addressed to the Underwriter and the directors of the Corporation from the Corporation’s Auditor, auditors confirming the continued accuracy of the comfort letter to be delivered to the Underwriter pursuant to subsection 4(a)(isubparagraph 4(a)(iii) hereof with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, which changes shall be acceptable to the Underwriter; (nf) the Unit Shares, Warrant Shares, Underwriter’s Warrant Common Shares issued and Warrants issuable at the Closing Date shall have been approved for listing on AMEX and the TSX, subject only to the official notices of issuance and fulfilment of the Standard Listing Conditions; (og) the Underwriter and its counsel shall have been provided with information and documentation, reasonably requested relating to its due diligence inquiries and investigations and acting reasonably have not identified any material adverse charges or misrepresentations or any items that have a Material Adverse Effect on the Corporation’s affairs that exist as of the date hereof but which have not been widely disseminated to the public; (h) the Underwriter shall have received a certificate of good standing status in respect of the Corporation as at and the date that is one Business Day prior to the Closing DateSubsidiaries; (pi) the Underwriter shall have received certificates or listscertificates, issued under the Securities Laws of in the Qualifying Jurisdictions stating or evidencing that the Corporation is not in default under such Securities Laws; and (qj) the Underwriter shall have received a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to the Closing Date.

Underwriters’ Obligation to Purchase. The obligation of the Underwriter to purchase the Units Securities at the Closing Time shall be subject to the satisfaction of each of the following conditions (it being understood that the Underwriter may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its their rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriter any such waiver or extension must be in writingwriting and signed by each of them): (a) all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation to approve the Prospectus, to obtain the approval of the TSX to the Offering and to validly offer, sell and distribute the Units, to issue to the Underwriter the Underwriter’s Warrants, to pay the Commission and to grant the Over-Allotment Option will have been taken; (b) the Corporation shall have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Canadian Securities Regulators for the Prospectus and to permit the Corporation to complete its obligations hereunder; (c) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the securities of the Corporation will have been issued and no proceedings for such purpose, to the best of the knowledge of the Corporation, will be pending or threatened; (d) the Underwriter not having exercised any rights of termination set forth in this Agreement; (e) the Corporation shall have, as of the Closing Time, complied with all of its material covenants and agreements contained in this Agreement; (f) the Underwriter shall have received executed Lock-Up Agreements in favour of the Underwriter as required pursuant to Section 12 of this Agreement; (g) the Underwriter shall have received an executed copy of the Warrant Indenture; (h) the Underwriter shall have received an opinion, dated as of the Closing Date and subject to customary qualifications, of Torys XxXxxxxx LLP the Corporation’s legal counsel, addressed to the Underwriter as to all legal matters customarily and reasonably requested by the Underwriter relating to the Corporation and the creation, issuance and sale of the Units or, instead of rendering opinions relating to the laws local counsel in each of the Qualifying Jurisdictions other than Ontario Ontario, British Columbia and Alberta or elsewhere(it being understood that such counsel may rely to the extent appropriate in the circumstances, (i) as to matters of fact, on certificates of the Corporation executed on its behalf by a senior officer of the Corporation and on certificates of Computershare Investor Services Inc., the transfer agent and registrar for the Corporation, as to the issued capital of the Corporation and a letter from the TSX as to the listing of the Securities; and (ii) as to matters of fact not independently established, on certificates of an officer of the Corporation, the Corporation’s solicitors may engage one Auditors or more legal counsel in a public official) with respect to the Qualifying Provinces or elsewhere to provide such local counsel opinions as may be necessaryfollowing matters: (i) the incorporation and subsistence of the Corporation under the laws of British Columbia and as to the corporate power of the Corporation to carry out its obligations under this Agreement, and to issue the Securities; (ii) the authorized and issued capital of the Corporation; (iii) that the Corporation has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the certificates representing the Securities, if necessary, and the Broker Warrants and that each of this Agreement and the certificates representing the Securities, if necessary, and the Broker Warrants constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms; (iv) that the execution and delivery of this Agreement and the performance by the Corporation of its obligations hereunder does not and will not conflict with, result in a breach of or create a state of facts which, whether with or without the giving of notice or lapse of time or both, will (i) result in a breach or violation of any of the purchasers areterms, conditions or provisions of the notice of articles or articles of the Corporation, or (ii) violate the provisions of any securities law, statute, rule or regulation to which the Corporation or the property or assets thereof is subject; (v) that the Securities and the Broker Shares issuable upon the due exercise of the Broker Warrants have been duly authorized and validly allotted for issuance by the Corporation and such Common Shares, when issued, will be outstanding as fully paid and non-assessable shares; (vi) that the attributes of the Securities conform in all material respects with the description thereof contained in the Final Prospectus; (vii) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Preliminary Prospectus and the Final Prospectus and the filing of such documents as are acting required under Securities Laws in each of the Qualifying Jurisdictions; (viii) that no consent, approval, authorization or order of or filing, registration or qualification with any court, governmental agency or body or regulatory authority having jurisdiction is required at this time for the account execution and delivery by the Corporation of this Agreement and the performance of its obligations hereunder, except for such as have been made or benefit ofobtained; (ix) that all approvals, persons permits, consents, orders and authorizations have been obtained, all necessary documents have been filed and all other legal requirements have been fulfilled under Securities Laws of the Qualifying Jurisdictions to qualify the issuance or distribution and sale of the Securities to the public in each of the Qualifying Jurisdictions (and to qualify the distribution of the Broker Warrants to the Underwriter) and to permit the issuance, sale and delivery of such Securities to the public through dealers registered under the applicable laws of each of the Qualifying Jurisdictions who have complied with the relevant provisions of such laws and the terms of their registration; (x) that the statements set forth in the United States or U.S. PersonsFinal Prospectus under the heading “Eligibility for Investment” in so far as they purport to describe the provisions of the laws referred to therein, are fair summaries of the matters discussed therein; (xi) that the Common Shares issuable in connection with the Offering have been conditionally approved for listing on the TSX subject only to the Listing Conditions; (xii) that the Corporation is a reporting issuer in the Reporting Provinces; and (xiii) as to such other matters as the Underwriter’s legal counsel may reasonably request prior to the Closing Time; (b) the Underwriter shall have received an opinion, dated a legal opinion addressed to the Closing Date and subject to customary qualifications, of Torys Underwriter from XxXxxxxx LLP, acting as United States securities counsel for the Corporation, addressed to dated as of the UnderwriterClosing Date, in form and substance satisfactory to the Underwriter, acting reasonably, to the effect that the offer and sale of Units to, or for the account or benefit of, persons in the United States and U.S. Persons, in the manner contemplated by this Agreement (including Schedule “A” hereto) and any exhibits thereto) and the U.S. Memorandum (and exhibits thereto), does Securities are not require registration required to be registered under the U.S. Securities Act, it . It being understood that such counsel may rely, need not express its opinion with respect to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and othersany subsequent resales; (jc) the Underwriter shall have received a favourable legal opinion opinions addressed to the Underwriter and the Underwriter’s counsel in form and substance satisfactory to the Underwriter’s counsel, acting reasonably, dated as of the Closing Date from local counsel to the Corporation in Nevada as to the incorporation, capacity, ownership, incorporation and subsistence and authorized and issued capital of each of the CorporationSubsidiary, The Green Organic Dutchman Ltd., The Green Organic Hemp Ltd., Medican Organic Inc., 9371-8633 Québec Inc., HemPoland sp. z.o.o., PHK sp. z.o.o. the corporate power and Green Absolutes sp. z.o.o., capacity of the Subsidiary to carry on its business as presently carried on and such other legal matters reasonably requested by to own its assets and as to the Underwriterregistered ownership of the issued and outstanding securities of the Subsidiary; (kd) the Corporation will have caused a title opinion to be delivered by counsel satisfactory to the Underwriter, acting reasonably, in respect of the Copperstone Project in form and substance satisfactory to the Underwriter and Underwriter’s counsel, acting reasonably; (e) the Underwriter shall have received an incumbency certificate certificate, dated as of the Closing Date Date, including specimen signatures of the Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder; (lf) the Underwriter shall have received a certificate, dated as of the Closing Date, of the Chief Executive Officer and the Chief Financial Officer of the Corporation (or such two senior other officer or officers of the Corporation as are acceptable to the Underwriter, acting reasonably), addressed to the Underwriter, Underwriter and its legal counsel to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) the representations and warranties of the Corporation in this Agreement Agreement, including those arising as a result of the delivery of the Final Prospectus and any Supplementary Material, are true and correct in all material respects as if made at and as of the Closing Time and the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares in the Qualifying Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and, to the knowledge of the officers, and no proceedings, investigations or enquiries for that purpose have been instituted or are pending; (iii) other than as set out in the Disclosure Documents, no action, suit, proceeding or enquiry is outstanding, pending or threatened against or affecting the Corporation or the Subsidiary or to which any property or assets of the Corporation or the Subsidiary is subject, at law or in equity, or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which would reasonably be expected to be a Material Adverse Effect on the Corporation or the Subsidiary. (iv) the notice of articles and notice of articles of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof; (ivv) the minutes or other records of various proceedings and actions of the Corporation’s Board board of Directors directors relating to the Offering and delivered at Closing are full, true and correct copies thereof and have not been modified or rescinded as of the date thereof; and (vvi) subsequent to since the respective dates as at which information is given in date of the Final Prospectus, there has not been a no Material Adverse Change other than as disclosed in Effect on the Prospectus Corporation or any Supplementary Materialthe Subsidiary, as the case may be.and each such statement shall be true; (mg) the Underwriter shall have received a letter letter, dated as of the Closing Date, in form and substance satisfactory to the Underwriter, addressed to the Underwriter and the directors of the Corporation from the Corporation’s Auditor, Auditors confirming the continued accuracy of the comfort letter letters to be delivered to the Underwriter pursuant to subsection 4(a)(isubparagraph 4(a)(iii) hereof with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, which changes shall be acceptable to the Underwriter; (nh) the Unit Shares, Warrant Shares, Underwriter’s Warrant Common Shares and Warrants issuable in connection with the Offering shall have been approved for listing on the TSX, subject only to the official notices of issuance and fulfilment of the Standard Listing Conditions; (oi) the Underwriter shall have conducted all due diligence inquiries and investigations and not identified any material adverse changes or misrepresentations or any items materially adversely affecting the Corporation’s affairs which exist as of the date hereof but which have not been widely disseminated to the public; (j) the Underwriter shall have received a certificate of good standing status in respect of the Corporation as at the date that is one Business Day prior to the Closing Date; (p) the Underwriter shall have received certificates or lists, issued under the Securities Laws of the Qualifying Jurisdictions stating or evidencing that the Corporation is not in default under such Securities LawsCorporation; and (qk) the Underwriter shall have received a certificate from the Transfer Agent Computershare Investor Services Inc. as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to the Closing Date.

Underwriters’ Obligation to Purchase. The obligation of the Underwriter Underwriters to purchase the Units Convertible Debentures at the Closing Time shall be subject to the following conditions (it being understood that the Underwriter Underwriters may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriter Underwriters any such waiver or extension must be in writingwriting and signed by all of them): (a) all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation to approve the Prospectus, to obtain the approval of the TSX to the Offering and to validly offer, sell and distribute the Units, to issue to the Underwriter the Underwriter’s Warrants, to pay the Commission and to grant the Over-Allotment Option will have been taken; (b) the Corporation shall have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Canadian Securities Regulators for the Prospectus and to permit the Corporation to complete its obligations hereunder; (c) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the securities of the Corporation will have been issued and no proceedings for such purpose, to the best of the knowledge of the Corporation, will be pending or threatened; (d) the Underwriter not having exercised any rights of termination set forth in this Agreement; (e) the Corporation shall have, as of the Closing Time, complied with all of its material covenants and agreements contained in this Agreement; (f) the Underwriter shall have received executed Lock-Up Agreements in favour of the Underwriter as required pursuant to Section 12 of this Agreement; (g) the Underwriter shall have received an executed copy of the Warrant Indenture; (h) the Underwriter Underwriters shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Torys LLP the Corporation’s legal counsel, addressed to the Underwriter as to all legal matters customarily and reasonably requested by the Underwriter relating to the Corporation and the creation, issuance and sale of the Units or, instead of rendering opinions relating to the laws of the or from local counsel in Qualifying Jurisdictions other than Ontario and Alberta or elsewhere(it being understood that such counsel may rely to the extent appropriate in the circumstances, (i) as to matters of fact, on certificates of the Corporation executed on its behalf by a senior officer of the Corporation and on certificates of the Transfer Agent, as to the issued capital of the Corporation; and (ii) as to matters of fact not independently established, on certificates of the Corporation’s solicitors may engage one Auditors or more legal counsel in a public official) with respect to the Qualifying Provinces or elsewhere to provide such local counsel opinions as may be necessaryfollowing matters: (i) as to the incorporation and subsistence of the Corporation under the laws of its jurisdiction of incorporation, continuance or amalgamation and as to the corporate power of the Corporation to carry out its obligations under this Agreement and the Indenture, and to issue the Convertible Debentures and Common Shares issuable upon conversion, redemption or maturity of the Offered Debentures; (ii) as to the authorized capital of the Corporation; (iii) that the Corporation has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the Indenture and this Agreement and the Indenture each constitute legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms; (iv) that the execution and delivery of this Agreement and the Indenture and the performance by the Corporation of its obligations hereunder and thereunder do not and will not conflict with, result in a breach of or create a state of facts which, whether with or without the giving of notice or lapse of time or both, will result in a breach or violation of any of the terms, conditions or provisions of the articles or by-laws; (v) that the Convertible Debentures and the Optioned Debentures have been duly authorized and validly issued as fully paid and non-assessable obligations of the Corporation; (vi) that the Common Shares issuable upon conversion, redemption or maturity of the Offered Debentures have been authorized for issuance and, when issued in accordance with the terms of the Indenture, will be validly issued as fully paid and non-assessable shares of the Corporation; (vii) that the attributes of the Convertible Debentures, the Optioned Debentures and the Common Shares conform in all material respects with the description thereof contained in the Final Prospectus; (viii) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Preliminary Prospectus and the Final Prospectus and the filing of such documents as are required under the Securities Laws in each of the Qualifying Jurisdictions; (ix) that no consent, approval, authorization or order of or filing, registration or qualification with any court, governmental agency or body or regulatory authority having jurisdiction is required at this time for the execution and delivery by the Corporation of this Agreement or the Indenture and the performance of its obligations hereunder and thereunder, except for such as have been made or obtained; (x) that all approvals, permits, consents, orders and authorizations have been obtained, all necessary documents have been filed and all other legal requirements have been fulfilled under Securities Laws of the Qualifying Jurisdictions to qualify the issuance or distribution and sale of the Convertible Debentures and the Optioned Debentures to the public in each of the Qualifying Jurisdictions and to permit the issuance, sale and delivery of such Convertible Debentures and the Optioned Debentures to the public through dealers registered under the applicable laws of each of the Qualifying Jurisdictions who have complied with the relevant provisions of such laws and the terms of their registration; (xi) that the issuance of the Common Shares by the Corporation on the conversion, redemption or maturity of the Offered Debentures thereof in accordance with the Indenture, is exempt from the prospectus requirements of Securities Laws of the Qualifying Jurisdictions; (xii) that the first trade in the Offered Debentures and the Common Shares acquired upon the conversion, redemption or maturity of the Offered Debentures will not be subject to the prospectus requirements of the Securities Laws of the Qualifying Jurisdictions and no prospectus or other document is required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations of regulatory authorities are required to be obtained under the Securities Laws of the Qualifying Jurisdictions to permit the first trade of such securities by the holder thereof through registrants or dealers registered under the Securities Laws of such Qualifying Jurisdictions who have complied with such laws; (xiii) that the statements set forth in the Final Prospectus under the headings “Eligibility For Investment” and “Certain Canadian Federal Income Tax Considerations” insofar as they purport to describe the provisions of the laws referred to therein, are fair and adequate summaries of the matters discussed therein, subject to the qualifications, assumptions and limitations set out under such heading; (xiv) that the form of certificate representing the Common Shares has been approved and adopted by the Corporation and complies in all material respects with the constating documents of the Corporation, the Canada Business Corporations Act and the requirements of the TSX; (xv) that the form of the definitive certificates representing the Offered Debentures has been approved and adopted by the Corporation and comply with in all material respects with the constating documents of the Corporation, the Canada Business Corporations Act and the provisions of the Indenture; (xvi) that the Convertible Debentures and the Optioned Debentures have been conditionally approved for listing on the TSX subject only to the Standard Listing Conditions; (xvii) that the Transfer Agent has been duly appointed as the transfer agent and registrar for the Common Shares; and (xviii) as to such other matters as the Underwriter’s legal counsel may reasonably request prior to the Closing Time; (b) if any of the substituted purchasers are, or are acting for the account or benefit of, persons in the United States or U.S. PersonsStates, the Underwriter Underwriters shall have received an opinion, dated a legal opinion addressed to the Closing Date and subject to customary qualifications, of Underwriters from Torys LLP, acting in its capacity as United States securities counsel for to the Corporation, addressed to dated as of the UnderwriterClosing Date, in form and substance satisfactory to the UnderwriterUnderwriters, acting reasonably, that the offer and sale of Units to, or for the account or benefit of, persons Offered Debentures in the United States and U.S. PersonsStates, in the manner contemplated by this Agreement (including Schedule “A” hereto) and any exhibits thereto) and the U.S. Memorandum (and exhibits thereto), does not require registration under the U.S. Securities Act, it being understood that such counsel may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others; (jc) the Underwriter Underwriters shall have received a favourable legal opinion from their counsel, Xxxxxx Xxxxxxx LLP, dated the Closing Date from local counsel Date, in form and substance satisfactory to the Corporation as Underwriters acting reasonably, in relation to the incorporation, capacity, ownership, subsistence certain corporate and authorized and issued capital of each of the Corporation, The Green Organic Dutchman Ltd., The Green Organic Hemp Ltd., Medican Organic Inc., 9371-8633 Québec Inc., HemPoland sp. z.o.o., PHK sp. z.o.o. and Green Absolutes sp. z.o.o., and such other legal matters reasonably requested by the Underwritersecurities matters; (kd) the Underwriter Underwriters shall have received an incumbency certificate dated the Closing Date including specimen signatures of the President & Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement Agreement, the Indenture or any document delivered hereunderhereunder or thereunder; (le) the Underwriter Underwriters shall have received a certificate, dated the Closing Date, of such two senior officers of the Corporation as are acceptable to the UnderwriterLead Underwriters, addressed to the Underwriter, Underwriters and their counsel to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects as if made at and as of the Closing Time and the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Offered Debentures or the Common Shares in the Qualifying Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and, to the knowledge of the officers, and no proceedings, investigations or enquiries for that purpose have been instituted or are pending; (iii) the articles and notice of articles by-laws of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof; (iv) the minutes or other records of various proceedings and actions of the Corporation’s Board of Directors relating to the Offering and delivered at Closing are full, true and correct copies thereof and have not been modified or rescinded as of the date thereof; (v) since the date of the Final Prospectus, there has been no material adverse change in the business, affairs, operations, assets, liabilities or capital of the Corporation; and (vvi) subsequent to none of the respective dates documents filed with applicable securities regulatory authorities since December 31, 2010 contained a misrepresentation as at which information is given the time the relevant document was filed that has not since been corrected, including by way of disclosure in the Prospectus, there has not been a Material Adverse Change other than as disclosed and each such statement shall, in fact, be true and the Prospectus or any Supplementary Material, as Underwriters shall have no knowledge to the case may becontrary. (mf) the Underwriter Underwriters shall have received a letter dated as of the Closing Date, in form and substance satisfactory to the UnderwriterUnderwriters, addressed to the Underwriter Underwriters and the directors of the Corporation from the Corporation’s Auditor, Auditors confirming the continued accuracy of the comfort letter to be delivered to the Underwriter Underwriters pursuant to subsection 4(a)(i4(a)(iii) hereof with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, which changes shall be acceptable to the UnderwriterUnderwriters; (ng) the Unit SharesOffered Debentures and the Common Shares issuable upon conversion, Warrant Shares, Underwriter’s Warrant Shares and Warrants redemption or maturity of the Offered Debentures shall have been approved for listing on the TSX, subject only to the official notices of issuance and fulfilment of the Standard Listing Conditions; (oh) the Underwriter Underwriters and their counsel shall have been provided with information and documentation, reasonably requested relating to its due diligence inquiries and investigations and have not identified any material adverse changes or misrepresentations or any items materially adversely affecting the Corporation’s affairs which exist as of the date hereof but which have not been disseminated to the public in accordance with applicable Securities Laws; (i) the Underwriters shall have received a certificate of good standing compliance in respect of the Corporation as at and a certificate of status in respect of the date that is one Business Day prior Subsidiaries referred to the Closing Datein Section 7(a)(iii); (pj) the Underwriter Underwriters shall have received certificates or listscertificates, issued under the Securities Laws of the Qualifying Jurisdictions stating or evidencing that the Corporation is not in default under such Securities Laws; and (qk) the Underwriter Underwriters shall have received a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to the Closing Date.