UNDERWRITING AGREEMENTUnderwriting Agreement • April 16th, 2019 • Ontario
Contract Type FiledApril 16th, 2019 JurisdictionBased upon and subject to the terms and conditions set out in this Agreement (as defined herein), Cormark Securities Inc. (the “Lead Underwriter”), as lead underwriter and sole bookrunner, and PI Financial Corp., Canaccord Genuity Corp. and Desjardins Securities Inc. (together with the Lead Underwriter, the “Underwriters”) hereby offer to purchase, on a “bought deal” basis, severally and not jointly in their respective proportions set out in Section 16 of this Agreement, from Heritage Cannabis Holdings Corp. (the “Corporation”), and the Corporation hereby agrees to sell to the Underwriters on the Closing Date (as defined herein), 28,400,000 units of the Corporation (the “Offered Units”), at a price of