UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2019 • Ontario
Contract Type FiledFebruary 8th, 2019 JurisdictionThe undersigned, CIBC World Markets Inc. (“CIBC”) and Eight Capital, together as joint bookrunners (the “Joint Bookrunners”), and GMP Securities L.P., BMO Nesbitt Burns Inc., Cormark Securities Inc., PI Financial Corp. and Scotia Capital Inc. (together with the Joint Bookrunners, the “Underwriters”, and each individually, an “Underwriter”) understand that Canopy Rivers Inc. (the “Company”) proposes to issue and sell to the Underwriters, on an underwritten basis, an aggregate of 11,500,000 subordinated voting shares of the Company (the “Firm Shares”) pursuant to the terms of this underwriting agreement (as it may be amended from time to time, the “Agreement”).