Execution Version

A.G.P./Alliance Global Partners

As Representative of the several Underwriters named on Schedule

Ladies and Gentlemen:

Therapeutics Inc., a company organized under the laws of British Columbia (the "Company"), proposes to issue and sell,

severally and not jointly, to A.G.P./Alliance Global Partners (the "Representative") and the other underwriters

named on Schedule I hereto for which the Representative is acting as representative (the Representative and such other underwriters being

collectively called the "Underwriters" or, individually, an "Underwriter") an aggregate of (i) 1,400,000

common share units (the "Common Share Units"), with each Common Share Unit consisting of (A) one common share

(each a "Firm Share" and collectively the "Firm Shares"), no par value per share, of the Company

(the "Shares"), and (B) one warrant to purchase one Share (each a "Firm Warrant" and collectively

the "Firm Warrants") and (ii) 3,600,000 pre-funded warrant units (the "Pre-Funded Warrant Units"),

with each Pre-Funded Warrant Unit consisting of (A) one pre-funded warrant to purchase one Share (the "Pre-Funded Warrants"

and (B) one Firm Warrant. The Common Share Units and the Pre-Funded Warrant Units, including the underlying Firm Shares, Pre-Funded

Warrants and Firm Warrants are referred to herein as the "Firm Securities". The amount and form of the Firm Securities

to be purchased by each Underwriter is set forth opposite its name on Schedule I hereto. The Company also proposes to sell to

the several Underwriters, at the option of each Underwriter, up to 750,000 additional Shares (the "Option Shares")

and/or additional warrants to purchase up to 750,000 Shares (the "Option Warrants" and, together with the Option Shares,

the "Option Securities"). The Firm Shares and the Option Shares are collectively referred to herein as the "Offered

Shares"; the Firm Warrants, the Pre-Funded Warrants and the Option Warrants are collectively referred to herein as the "Warrants";

the Shares issuable upon exercise of the Warrants are collectively referred to herein as the "Warrant Shares"; and

the Firm Securities, the Option Securities and the Warrant Shares are collectively referred to herein as the "Securities."

The Common Share Units and the Pre-Funded Warrant Units will be mandatorily separable immediately upon issuance. The terms of the Warrants

are set forth in the form of Warrant attached hereto as Exhibit A.

The Company confirms as follows

its agreements with the Representative.

The Company represents and warrants to the Underwriters that, as of the date hereof and as of the Closing Date (as defined herein) and

each Option Closing Date (as defined herein), if any:

registration statement of the Company on Form F-1 (File No. 333-267328) in respect of the Securities and any pre-effective

amendments thereto (collectively, the "Initial Registration Statement") have been filed with the Securities and Exchange

Commission (the "Commission"); the Initial Registration Statement and any post-effective amendment thereto, each in

the form heretofore delivered to you, have been declared effective by the Commission in such form; other than a registration statement,

if any, increasing the size of the offering (a "Rule 462(b) Registration Statement"), filed pursuant to

Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), which is effective upon

filing, no other document with respect to the Initial Registration Statement has heretofore been filed with the Commission; no stop order

suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration

Statement, if any, has been issued, no proceeding for that purpose has been initiated or, to the Company's knowledge, threatened

by the Commission and any request on the part of the Commission for additional information from the Company has been satisfied in all

material respects; any preliminary prospectus included in the Initial Registration Statement, as originally filed or as part of any amendment

thereto, or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the

Securities Act is hereinafter called a "Preliminary Prospectus"; the various parts of the Initial Registration Statement

and the Rule 462(b) Registration Statement, if any, including (i) all documents incorporated by reference therein, (ii) all

schedules and exhibits thereto and (iii) the information contained in the form of final prospectus filed with the Commission pursuant

to Rule 424(b) under the Securities Act and deemed by virtue of Rule 430A under the Securities Act to be part of the Initial

Registration Statement at the time it was declared effective or such part of the Rule 462(b) Registration Statement, if any,

became or hereafter becomes effective, each as amended at the time such part of the Initial Registration Statement became effective,

are hereinafter collectively called the "Registration Statement"; the Preliminary Prospectus relating to the Securities

that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(c) hereof)

is hereinafter called the "Pricing Prospectus"; such final prospectus, in the form first filed pursuant to Rule 424(b) under

the Securities Act, is hereinafter called the "Prospectus"; any reference to "amend", "amendment"

or "supplement" with respect to the Registration Statement, the Rule 462 Registration Statement, any Preliminary Prospectus,

the Pricing Prospectus, the Initial Registration Statement, the Pricing Disclosure Package (as defined below) or the Prospectus shall

be deemed to refer to and include any documents filed after the effective date of the Initial Registration Statement, the Registration

Statement or the Rule 462 Registration Statement or the date of such Preliminary Prospectus, the Pricing Prospectus, the Pricing

Disclosure Package or the Prospectus, as the case may be under the Securities Exchange Act of 1934, as amended, and the rules and

regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by

reference therein; all references in this Agreement to financial statements and schedules and other information which are "contained,"

"included" or "stated" in, or "part of" the Registration Statement, the Preliminary Prospectus, the

Pricing Prospectus, the Pricing Disclosure Package or the Prospectus, and all other references of like import, shall be deemed to mean

and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in

the Registration Statement, the Preliminary Prospectus, the Pricing Prospectus, the Pricing Disclosure Package or the Prospectus, as

the case may be; all references in this Agreement to (i) the Registration Statement, the Preliminary Prospectus, the Pricing Prospectus

or the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission

pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR") and (ii) the Prospectus shall

be deemed to include any "electronic Prospectus" provided for use in connection with the offering of the Securities as contemplated

by Section 5(o) of this Agreement.

the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments

thereto became effective and at the Closing Date (and, if any Option Securities are purchased, at each Option Closing Date), the Initial

Registration Statement, any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will

comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder

(the "Rules and Regulations").

the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date or at any

Option Closing Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state

a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) the Pricing Disclosure

Package, as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (3) as

of the date of the Prospectus and any amendments or supplements thereto and at the Closing Date (and, if any Option Securities are purchased,

at each Option Closing Date (as defined herein)), neither the Prospectus nor any amendment or supplement thereto included or will include

an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein,

in light of the circumstances under which they were made, not misleading; provided that the representations and warranties in clauses

(1), (2) and (3) above shall not apply to statements in or omissions from the Registration Statement, Pricing Disclosure Package

or the Prospectus made in reliance upon and in strict conformity with information furnished to the Company in writing by the Underwriters

expressly for use in the Registration Statement, Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto,

it being understood and agreed that the only such information provided by the Underwriters is that described as such in Section 9(b) hereof.

No order preventing or suspending the use of any Preliminary Prospectus, the Pricing Prospectus or the Prospectus has been issued by

As used herein, "Applicable

Time" is 7:00 a.m. (Eastern Time) on October 4, 2022. As used herein, "Pricing Disclosure Package"

means the Pricing Prospectus, as amended or supplemented immediately prior to the Applicable Time, together with the pricing information

set forth on Schedule I hereto.

Preliminary Prospectus, Pricing Prospectus, and the Prospectus filed as part of the Initial Registration Statement as originally filed

or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material

respects with the requirements of the Securities Act and the Rules and Regulations and each Preliminary Prospectus, Pricing Prospectus,

and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted

copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. The documents incorporated

or deemed to be incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus, at the time they

were or hereafter are filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply

in all material respects with the requirements of the Exchange Act. There are no statutes, regulations, contracts or other documents

required to be described in the Preliminary Prospectus, Pricing Prospectus, or the Prospectus or to be filed as an exhibit to the Registration

Statement which have not been described or filed as required.

Free Writing Prospectuses. The Company is, and at the time of filing the Initial Registration Statement, was an "ineligible

issuer," as defined under Rule 405 under the Securities Act. No "issuer free writing prospectus" as defined in