EXECUTION

Cowen and Company, LLC

599 Lexington Avenue

BMO Capital Markets Corp.

Ladies and Gentlemen:

Cannabis Inc. (the Company ), confirms its agreement (this Agreement ) with Cowen and Company, LLC ( Cowen ) and BMO Capital Markets Corp. ( BMOCM and, together

with Cowen, the Agents ), as follows:

1. Issuance and Sale of Shares. The Company agrees

that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agents, acting as agent and/or principal, the Company s common shares, no par value per

share (the Common Shares ), having an aggregate offering price of up to US$400,000,000 (the Placement Shares ). Notwithstanding anything to the contrary contained herein, the parties hereto agree

that compliance with the limitation set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agents shall have no obligation

in connection with such compliance. The issuance and sale of Placement Shares through the Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company with the Securities and Exchange Commission (the

Commission ), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Common Shares.

The Company has prepared and filed with the securities regulatory authorities (the Canadian Qualifying

Authorities ), in each of the provinces of Canada other than Qu bec (the Canadian Qualifying Jurisdictions ), the Canadian preliminary short form base shelf prospectus, dated April 2, 2019 and has

prepared and filed with the Canadian Qualifying Authorities in the Canadian Qualifying Jurisdictions the Canadian Base Prospectus (as defined below) in respect of an aggregate of up to US$750,000,000 (or the equivalent thereof in Canadian dollars or

any other currencies) of Common Shares, warrants, options, subscription receipts, debt securities and units (collectively, the Shelf Securities ) in each case in accordance with Canadian Securities Laws. The Alberta

Securities Commission (the Reviewing Authority ), as the principal regulator of the Company under the passport system procedures provided for under Multilateral Instrument 11-102 Passport System and National

Process for Prospectus Reviews in Multiple Jurisdictions in respect of the

Shelf Securities and the offering of the Placement Shares, has issued a receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian preliminary short form base shelf prospectus and a receipt (the

Receipt ) on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. The term Canadian Base Prospectus means the final short form base shelf prospectus dated

May 10, 2019 relating to the Shelf Securities, at the time the Reviewing Authority issued the Receipt with respect thereto in accordance with the applicable securities laws of each of the Canadian Qualifying Jurisdictions and the respective rules

and regulations under such laws, together with applicable published national, multilateral and local policy statements, instruments, notices and blanket orders of the Canadian Qualifying Authorities ( Canadian Securities

Laws ) in each of the Canadian Qualifying Jurisdictions, including National Instrument 44-101 Short Form Prospectus Distributions ( NI 44-101 ) and National Instrument 44-102 Shelf

Distributions ( NI 44-102 ), and includes all documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or included therein pursuant to Canadian Securities Laws. As used herein,

Canadian Prospectus Supplement means the most recent prospectus supplement to the Canadian Base Prospectus relating to the Placement Shares filed by the Company with the Canadian Qualifying Authorities in accordance with

Canadian Securities Laws; and Canadian Prospectus means the Canadian Prospectus Supplement (and any additional Canadian prospectus supplement prepared in accordance with the provisions of this Agreement and filed with the

Canadian Qualifying Authorities in accordance with Canadian Securities Laws) together with the Canadian Base Prospectus.

The Company has also prepared and filed with the Commission, pursuant to the Canada/U.S. Multiurisdictional Disclosure System

adopted by the Commission, a registration statement on Form F-10 (File No. 333-230692) covering the registration of the Shelf Securities under the Securities Act of 1933, as amended (the Securities Act ), and the rules

and regulations of the Commission thereunder (the Rules and Regulations ), and such amendments to such registration statement as may have been permitted or required to the date of this Agreement. Such registration statement,

including the Canadian Base Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations and including exhibits to such registration statement), has become effective in such

form pursuant to Rule 467(b) under the Securities Act. Such registration statement on Form F-10, at any given time, including amendments and supplements thereto to such time, the exhibits and any schedules thereto at such time and the documents

incorporated by reference therein at such time, is herein called the Registration Statement. The Canadian Base Prospectus, with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and

the Rules and Regulations in the form in which it appeared in the Registration Statement on the date the Registration Statement became effective under the Securities Act is herein called the U.S. Base Prospectus. As used

herein, U.S. Prospectus Supplement means the most recent Canadian Prospectus Supplement, with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations, relating

to the offering of the Placement Shares, to be filed by the Company with the Commission pursuant to General Instruction II.L of Form F-10; U.S. Prospectus means the U.S. Prospectus Supplement (and any additional U.S.

Prospectus Supplement prepared in accordance with the provisions of this Agreement and filed with the Commission in accordance with General Instruction II.L of Form F-10) together with the U.S. Base Prospectus; Base

Prospectuses means, either or both, the Canadian Base Prospectus and the U.S. Base Prospectus; Prospectuses means, either or both, the Canadian

Prospectus and the U.S. Prospectus; and Prospectus Supplements means, either or both, the Canadian Prospectus Supplement and the U.S. Prospectus Supplement.

Any reference herein to the Registration Statement, the Base Prospectuses, the Prospectus Supplements or the Prospectuses or

any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms amend, amendment or supplement with respect to the

Registration Statement, the Base Prospectuses, the Prospectus Supplements or the Prospectuses shall be deemed to refer to and include the filing or furnishing after the execution hereof of any document with or to the Commission or the Canadian

Qualifying Authorities, as applicable, on or after the effective date of the Registration Statement or the date of the Base Prospectuses, the Prospectus Supplements or the Prospectuses, as the case may be, and deemed to be incorporated by reference

therein. For purposes of this Agreement, all references to the Canadian Base Prospectus, the Canadian Prospectus Supplement and the Canadian Prospectus or any amendment or supplement thereto shall be deemed to include any copy filed with any

Canadian Qualifying Jurisdiction pursuant to the System for Electronic Document Analysis and Retrieval ( SEDAR ) and all references to the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus Supplement and

the U.S. Prospectus or any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System ( EDGAR ).

The Company has also prepared and filed with the Commission an appointment of agent for service of process upon the Company on

Form F-X in conjunction with the filing of the Registration Statement.

2. Placements. Each time that the Company

wishes to issue and sell the Placement Shares hereunder (each, a Placement ), it will notify the applicable Agent by email notice (or other method mutually agreed to in writing by the parties) (a Placement

Notice ) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued, the time period during which sales are requested to be

made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales

parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the

Company listed on such schedule), and shall be addressed to each of the individuals from the applicable Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be

effective upon receipt by the applicable Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the applicable Agent declines to accept the terms contained therein for any reason,

in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement

Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those included in the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of

Section 11. The amount of any

discount, commission or other compensation to be paid by the Company to the applicable Agent

in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the applicable Agent will have any

obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to such Agent and such Agent does not decline such Placement Notice pursuant to the terms set forth above, and then

only upon the terms specified therein and herein. Notwithstanding the foregoing, the Company may not deliver a Placement Notice to an Agent if the Company has delivered a continuing Placement Notice to another Agent, unless the Company has

terminated the prior Placement Notice in accordance with the notice requirements set forth in Section 4. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will

3. Sale of Placement Shares. Subject to the terms and conditions herein set forth, upon the Company s

delivery of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the applicable Agent, for the period specified in the

Placement Notice, will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange

(the NYSE ) to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The applicable Agent will provide written confirmation to the Company (including by

email correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later than the

opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the volume-weighted average price of the

Placement Shares sold, and the Net Proceeds (as defined below) payable to the Company. The Agents may sell Placement Shares in the United States by any method permitted by law deemed to be an at the market distribution as defined in NI

44-102, including without limitation sales made through the NYSE or on any other existing U.S. trading market for the Placement Shares. For the avoidance of doubt, each of the Agents agrees, severally and not jointly, that (i) it is not

permitted to sell, and shall not sell, Placement Shares over the Toronto Stock Exchange (the TSX ) or on any other marketplace (within the meaning of Canadian Securities Laws) in Canada, (ii) it will not, to the

best of its knowledge, after reasonable inquiry, distribute Placement Shares under the Prospectuses to a purchaser resident in Canada and (iii) no advertisement or solicitation in furtherance of any distribution of Placement Shares contemplated

hereunder shall be undertaken in Canada by the Company, the Agents or any underwriter, dealer or agent engaged by the Company in respect of the distribution of Placement Shares contemplated hereunder. Each Agent shall not purchase Placement Shares

for its own account as principal unless expressly authorized to do so by the Company in a Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agents will be successful in selling Placement Shares,

consistent with their normal trading and sales practices to sell such Placement Shares as required under this Section 3. For the purposes hereof, Trading Day means any day on which the Common

Shares are purchased and sold on the principal U.S. market on which the Common Shares are listed or quoted.

4. Suspension of Sales.

(a) The Company or the applicable Agent may, upon notice to the other parties in writing (including by email correspondence to

each of the individuals of the other parties set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone

(confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other parties set forth on Schedule 2), suspend any sale of Placement Shares; provided, however, that such

suspension shall not affect or impair either the Company or such Agent s obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. Each of the parties agrees, severally and not jointly, that no such

notice under this Section 4 shall be effective against the other unless it is made to one of the individuals named on Schedule 2 hereto, as such schedule may be amended from time to time.

(b) Notwithstanding any other provision of this Agreement, during any period in which the Company is in possession of material

non-public information, the Company and the Agents agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale of any Placement Shares, and (iii) the Agents shall not be obligated to sell or

offer to sell any Placement Shares.

(c) If either of the Agents or the Company has reason to believe that the exemptive

provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Common Shares, it shall promptly notify the other parties, and any Agent may, in its sole discretion, suspend sales of the Placement

Shares under this Agreement.

(c) The Registration Statement became effective on May 14, 2019. Notwithstanding any other

provision of this Agreement, during any period in which the Registration Statement is no longer effective under the Securities Act, the Company shall promptly notify the Agents, the Company shall not request the sale of any Placement Shares, and the

Agents shall not be obligated to sell or offer to sell any Placement Shares.

(a) Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales

of Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a

Settlement Date and the first such settlement date, the First Delivery Date ). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold

(the Net Proceeds ) will be equal to the aggregate sales price received by the applicable Agent at which such Placement Shares were sold, after deduction for (i) such Agent s commission, discount or other

compensation for such sales payable by the Company pursuant to Section 2 hereof, (ii) any other amounts due and payable by the Company to the applicable Agent hereunder pursuant to

Section 7(g) (Expenses) hereof, and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales.

(b) Delivery of Placement Shares. On or before each Settlement Date,

the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the applicable Agent s or its designee s account (provided such Agent shall have given the Company written notice