UNDERWRITING AGREEMENTUnderwriting Agreement • March 29th, 2018 • Cronos Group Inc. • Medicinal chemicals & botanical products • Ontario
GMP Securities L.P. (“GMP”) and BMO Nesbitt Burns Inc. (“BMO” and together with GMP, the “Lead Underwriters”), as co-lead underwriters, Cormark Securities Inc., Beacon Securities Limited and PI Financial Corp (together with the Lead Underwriters, the “Underwriters”) understand that Cronos Group Inc. (the “Corporation”) proposes to issue and sell 10,420,000 Common Shares (as hereinafter defined) (the “Firm Shares”). Upon and subject to the terms and conditions set forth below, the Underwriters hereby severally, but not jointly, agree to purchase from the Corporation, in the respective percentages provided for in Article 14 hereof, and by its acceptance hereof the Corporation agrees to sell to the Underwriters, at the Closing Time (as hereinafter defined), all but not less than all of the Firm Shares at a price of $9.60 per Firm Share (the “Offering Price”), for an aggregate purchase price of $100,032,000.
