Invictus MD Strategies Corp. Sample Contracts

INVICTUS MD STRATEGIES CORP. as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant Agent

Warrant Indenture • January 18th, 2019 • Invictus MD Strategies Corp. • British Columbia

• Contract Type
  Warrant Indenture
• Filed
  January 18th, 2019
• Company
  Invictus MD Strategies Corp.
• Jurisdiction
  British Columbia

as registrar and transfer agent for the Warrants and Common Shares issuable upon exercise of the Warrants of Invictus MD Strategies Corp.

THIS SUPPLEMENTAL INDENTURE NO. 1 is dated for reference as of the 8th day of November, 2018

Supplemental Indenture • January 18th, 2019 • Invictus MD Strategies Corp.

• Contract Type
  Supplemental Indenture
• Filed
  January 18th, 2019
• Company
  Invictus MD Strategies Corp.

Invictus MD Strategies Corp., a British Columbia company with a head office at White Rock, British Columbia, 15047 Marine Drive, 3rd Floor, White Rock, BC V4B 1C5

ARRANGEMENT AGREEMENT

Arrangement Agreement • January 18th, 2019 • Invictus MD Strategies Corp. • British Columbia

• Contract Type
  Arrangement Agreement
• Filed
  January 18th, 2019
• Company
  Invictus MD Strategies Corp.
• Jurisdiction
  British Columbia

INVICTUS MD STRATEGIES CORP., a company duly incorporated under the laws of the Province of British Columbia and having an office at #300 - 15047 Marine Drive, White Rock, BC V4B 1C5

UNDERWRITING AGREEMENT

Underwriting Agreement • January 18th, 2019 • Invictus MD Strategies Corp. • British Columbia

• Contract Type
  Underwriting Agreement
• Filed
  January 18th, 2019
• Company
  Invictus MD Strategies Corp.
• Jurisdiction
  British Columbia

PI Financial Corp (“PI”) and GMP Securities L.P. (“GMP”), as co-lead underwriters (the “Co-Lead Underwriters”), Canaccord Genuity Corp. and Echelon Wealth Partners, (together with the Co-Lead Underwriters, the “Underwriters” and each individually an “Underwriter”) each hereby, severally, and not jointly nor jointly and severally, offers and agrees to purchase, on a “bought deal” basis, on the basis of the respective percentages set forth opposite the name of each Underwriter in Section 16.1, from Invictus MD Strategies Corp. (the “Company”) an aggregate of 10,000,000 units (the “Units”) of the Company at a price of $2.00 per Unit (the “Purchase Price”), upon and subject to the terms and conditions set forth in this underwriting agreement (this “Agreement”), and the Company, by its acceptance hereof, agrees to issue and sell to theUnderwriters all but not less than all of the Units on the Closing Date (as defined below), at the Purchase Price, for aggregate gross proceeds of $20,000,000