INVICTUS MD STRATEGIES CORP. as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of March 2, 2017Invictus MD Strategies Corp. • January 18th, 2019 • British Columbia
as registrar and transfer agent for the Warrants and Common Shares issuable upon exercise of the Warrants of Invictus MD Strategies Corp.
INVICTUS MD STRATEGIES CORP. as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant AgentWarrant Indenture • January 18th, 2019 • Invictus MD Strategies Corp. • British Columbia
as registrar and transfer agent for the Warrants and Common Shares issuable upon exercise of the Warrants of Invictus MD Strategies Corp.
THIS SUPPLEMENTAL INDENTURE NO. 1 is dated for reference as of the 8th day of November, 2018Supplemental Indenture • January 18th, 2019 • Invictus MD Strategies Corp.
Invictus MD Strategies Corp., a British Columbia company with a head office at White Rock, British Columbia, 15047 Marine Drive, 3rd Floor, White Rock, BC V4B 1C5
ARRANGEMENT AGREEMENTArrangement Agreement • January 18th, 2019 • Invictus MD Strategies Corp. • British Columbia
INVICTUS MD STRATEGIES CORP., a company duly incorporated under the laws of the Province of British Columbia and having an office at #300 - 15047 Marine Drive, White Rock, BC V4B 1C5
UNDERWRITING AGREEMENTUnderwriting Agreement • January 18th, 2019 • Invictus MD Strategies Corp. • British Columbia
PI Financial Corp (“PI”) and GMP Securities L.P. (“GMP”), as co-lead underwriters (the “Co-Lead Underwriters”), Canaccord Genuity Corp. and Echelon Wealth Partners, (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, on a “bought deal” basis, on the basis of the respective percentages set forth opposite the name of each Underwriter in Section 16.1, from Invictus MD Strategies Corp. (the “Company”) an aggregate of 10,000,000 units (the “Units”) of the Company at a price of $2.00 per Unit (the “Purchase Price”), upon and subject to the terms and conditions set forth in this underwriting agreement (this “Agreement”), and the Company, by its acceptance hereof, agrees to issue and sell to theUnderwriters all but not less than all of the Units on the Closing Date (as defined below), at the Purchase Price, for aggregate gross proceeds of $20,000,000
