CANNTRUST HOLDINGS INC. (an Ontario corporation) 36,363,636 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2019 • CannTrust Holdings Inc. • Medicinal chemicals & botanical products • New York
The undersigned, a shareholder [and an officer and/or director] of CannTrust Holdings, Inc., a corporation existing under the laws of the Province of Ontario (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) Citigroup Global Markets Inc. (“Citi”) and Credit Suisse Securities (USA) LLC (“Credit Suisse” and, together with Citi and Merrill Lynch, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the other underwriters named therein, the Company and the Selling Shareholders providing for the public offering of common shares in the capital of the Company (the “Common Shares”). In recognition of the benefit that such an offering will confer upon the undersigned as a shareholder [and an officer and/or director] of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be
CANNTRUST HOLDINGS INC. as the Corporation and TSX TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of June 5, 2018Warrant Indenture • January 8th, 2019 • CannTrust Holdings Inc. • Ontario
UNDERWRITING AGREEMENTUnderwriting 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 DIRECTORSVoting 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 AGREEMENTAgency Agreement • January 8th, 2019 • CannTrust Holdings Inc. • Ontario
LEASE NET, MULTI-TENANT. IND PREMISES: UNIT 1, 3280 LANGSTAFF ROAD, VAUGHAN, ONTARIO, L4K 5B6Key Item Index • January 8th, 2019 • CannTrust Holdings Inc.
