0001144204-19-000980 Sample Contracts

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UNDERWRITING AGREEMENT
Underwriting Agreement • January 8th, 2019 • CannTrust Holdings Inc. • Ontario

Canaccord Genuity Corp. and Canaccord Genuity Group of Companies (collectively, “Canaccord”) and GMP Securities L.P. (“GMP”), as co-lead underwriters (collectively, Canaccord and GMP are referred to herein as the “Co-Lead Underwriters”), Echelon Wealth Partners, Bloom Burton Securities Inc., Cormark Securities Inc. and Haywood Securities Inc. (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 for resale, on a “bought deal” basis, on the basis of the respective percentages set forth opposite the name of each Underwriter in Section 17.1, from CannTrust Holdings Inc. (the “Company”) an aggregate of 9,700,000 units (the ” Initial Units”) of the Company at a price of $9.00 per Unit (the “Purchase Price”), upon and subject to the terms and conditions set forth in this underwriting agreement (this “Agreement”) and in accordance with the Offering Doc

VOTING TRUST AGREEMENT REGARDING APPOINTMENT OF DIRECTORS
Voting Trust Agreement Regarding Appointment of Directors • January 8th, 2019 • CannTrust Holdings Inc. • Ontario

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties agree as follows:

AGENCY AGREEMENT
Agency Agreement • January 8th, 2019 • CannTrust Holdings Inc. • Ontario
LEASE NET, MULTI-TENANT. IND PREMISES: UNIT 1, 3280 LANGSTAFF ROAD, VAUGHAN, ONTARIO, L4K 5B6
Key Item Index • January 8th, 2019 • CannTrust Holdings Inc.
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