UNDERWRITING AGREEMENTUnderwriting Agreement • April 1st, 2020 • Ontario
Contract Type FiledApril 1st, 2020 JurisdictionThe undersigned, Canaccord Genuity Corp. (the “Underwriter”), understands that The Green Organic Dutchman Holdings Ltd. (the “Corporation”) proposes to issue and sell to the Underwriter, or to substituted purchasers (the “Substituted Purchasers”) who agree to make such purchases in place of the Underwriter, where such Substituted Purchasers are resident in the Qualifying Jurisdictions, 17,858,000 units of the Corporation (the “Base Units”), subject to the terms and conditions set out below at a purchase price of $0.28 per Base Unit (the “Offering Price”). Each Unit (as defined herein) shall be comprised of one Common Share (as defined herein) (each a “Unit Share”) and one-half of one transferable Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one Common Share (a “Warrant Share”) at an exercise price of $0.38 per Warrant Share for a period of 36 months following the Closing Date (as defined herein). The Warrants