Nova Cannabis : Equity Distribution Agreement

Execution version

NOVA CANNABIS INC.

CDN$20,000,000

EQUITY DISTRIBUTION AGREEMENT

July 22, 2022

ATB Capital Markets Inc.

66 Wellington Street West, Suite 3530

Toronto, ON M5K 1A1

Ladies and Gentlemen:

Nova Cannabis Inc., a corporation existing under the provincial laws of Alberta (the "Corporation"), confirms its agreement (this "Agreement") with ATB Capital Markets Inc. (the "Agent" and, together with the Corporation, the "parties" and each, a "party") to appoint the Agent as the agent of the Corporation to issue and sell common shares in the capital of the Corporation (the "Shares") from time to time upon and subject to the terms and conditions contained herein. Capitalized terms used and not otherwise defined herein have the meanings given to them in Section 24 of this Agreement.

1. Issuance and Sale of Shares

The Corporation 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 Agent, Shares having an aggregate sales price of up to Cdn$20,000,000 (the "Offering"). The Shares will be sold on the terms set forth herein at such times and in such amounts as the Corporation and the Agent shall agree from time to time. The issuance and sale of the Shares through the Agent will be effected pursuant to the Prospectus filed by the Corporation and shall be made in accordance with the "at the market" distribution procedures under NI 44-102 and in compliance with Securities Laws.

The Corporation's appointment of the Agent under this Agreement shall be on an exclusive basis during the term of this Agreement, and the Corporation agrees that, during the term of this Agreement, it will not appoint any other Person to act as the Corporation's agent with respect to sales of Shares pursuant to the Offering.

2. Placements

1. Placement Notice. Each time that the Corporation wishes to issue and sell Shares hereunder (each, a "Placement"), it will notify the Agent by e-mail notice (or other method mutually agreed to in writing by the parties) (a "Placement Notice") in the form set forth in Schedule 2 hereto, containing the parameters within which the Corporation desires to sell the Shares, which shall at a minimum include (i) the number of Shares to be sold under the applicable Placement pursuant to this Agreement (the "Placement Shares"), (ii) the time period during which sales of Placement Shares are requested to be made, (iii) any limitation on the number of Placement Shares that may be sold in any one Trading Day, and (iv) any minimum price below which sales of Placement Shares may not be made. The Placement Notice shall originate from any of the individuals (each, an "Authorized

- 2 -

Representative") from the Corporation set forth on Schedule 1 hereto, and shall be addressed to each of the individuals from the Agent set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon delivery to the Agent unless and until (A) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (B) the entire amount of the Placement Shares have been sold, (C) the Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4 or Section 14, as applicable, (D) the Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier Placement Notice, or (E) this Agreement has been terminated under the provisions of Section 14. Notwithstanding the foregoing, the Corporation may not deliver a Placement Notice to the Agent if the Corporation has delivered a Placement Notice which remains in effect, unless the Corporation has terminated the prior Placement Notice in accordance with the notice requirements set forth in Section 4.

1. Placement Fee. The amount of compensation to be paid by the Corporation to the Agent with respect to each Placement under this Agreement shall be equal to 2.0% of the gross proceeds from such Placement (the "Placement Fee"), plus GST/HST (if applicable).
2. No Obligation. It is expressly acknowledged and agreed that neither the Corporation nor the Agent will have any obligation whatsoever with respect to a Placement unless and until the Corporation delivers a Placement Notice to the Agent, which Placement Notice has not been declined, suspended or otherwise terminated in accordance with the terms of this Agreement, and then only upon the terms specified therein and herein. 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 prevail.
3. Limitations on Placements. Under no circumstances shall the Corporation deliver a Placement Notice if, after giving effect to the issuance of the Placement Shares requested to be issued under such Placement Notice, the aggregate sales price of the Placement Shares sold pursuant to this Agreement would exceed Cdn$20,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge and agree that compliance with the limitations set forth in this Section 2(d) on the dollar amount of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Corporation, and that the Agent shall have no obligation in connection with such compliance. The Corporation acknowledges and agrees that the Agent has informed the Corporation that the Agent may, to the extent permitted under Securities Laws, purchase and sell Shares for its own account while this Agreement is in effect, and shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent in writing to the Corporation.
4. Acknowledgements of Agent. The decision to distribute the Placement Shares and the determination of the terms of the distribution, were made through negotiations between the Corporation on the one hand and the Agent on the other hand. The

- 3 -

Agent will not receive a benefit in connection with the Offering, other than the Placement Fee payable by the Corporation.

3. Sale of Placement Shares by the Agent

1. Subject to the terms and conditions of this Agreement, upon the Corporation's issuance 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 Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices, to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will conduct the sale of Placement Shares in compliance with applicable Laws, including, without limitation, Securities Laws, rules and regulations, the rules of the TSX and any other applicable Marketplace, all applicable IIROC dealer member rules, Universal Market Integrity Rules (including Section 5.1 thereof), the Exemption and the Prospectus. The Agent will provide written confirmation (by email correspondence to an individual set forth on Schedule 1) to the Corporation no later than the opening of the Trading Day immediately following the Trading Day on which the Agent has made sales of Placement Shares hereunder setting forth (i) the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other "marketplace" (as such term is defined in NI 21-101) in Canada (a "Marketplace") and pursuant to any other sales method used by the Agent, including to or through a market maker), (ii) the price of the Placement Shares sold (showing the price of the Placement Shares sold on the TSX, a Marketplace and pursuant to any other sales method used by the Agent), (iii) the gross proceeds of the Placement, (iv) the Placement Fee payable by the Corporation to the Agent with respect to such sales, and (v) the Net Proceeds payable to the Corporation. The Agent also agrees to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation in respect of the sale of Placement Shares pursuant to this Agreement. Subject to the terms and conditions of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law that constitutes an "at-the-market distribution" under NI 44-102 and made in compliance with Laws, including Securities Laws and the rules of the TSX.
2. The Agent hereby covenants and agrees that, during the time the Agent is the recipient of a Placement Notice pursuant to Section 2 that has not been declined, suspended or terminated in accordance with the terms hereof, the Agent will prudently and actively monitor the market's reaction to trades made on the TSX or another Marketplace pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if the Agent has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Shares, the Agent will immediately recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agent cannot provide complete assurances that any sale will not have a significant effect on the market price of the Shares.

- 4 -

1. The Agent covenants that: (i) the Agent will not (nor will any Affiliate thereof or Person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an "at-the-market distribution" (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution; (ii) the Agent shall not make any sales of Placement Shares on behalf of the Corporation pursuant to this Agreement other than by means of ordinary brokers' transactions that constitute "at-the-market distributions" under NI 44-102, including, without limitation, sales made directly on the TSX or any other Marketplace, in each case, in compliance with Securities Laws; and (iii) neither the Agent nor any of its Affiliates or any Person acting on its behalf will engage in any Directed Selling Efforts or in any form of General Solicitation or General Advertising in the United States with respect to the issue and sale of any Placement Shares.
2. Notwithstanding anything to the contrary set forth in this Agreement or a Placement Notice, the Corporation acknowledges and agrees that: (i) there can be no assurance that the Agent will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; (ii) the Agent will incur no liability or obligation to the Corporation or any other Person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Section 3; and (iii) the Agent shall act as the agent of the Corporation with respect to the sale of the Placement Shares in accordance with the terms and conditions hereof, and is and will be under no obligation to purchase any Placement Shares that may be offered for sale by the Corporation under this Agreement.
3. The Agent represents and warrants to the Corporation that the Agent is duly registered pursuant to the provisions of Securities Laws, and is duly registered or licensed as an investment dealer in those Qualifying Jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement.

4. Suspension of Sales

1. The Corporation or the Agent may, upon notice (a "Suspension Notice") to the other party in writing, by telephone (confirmed immediately by e-mail) or by e- mail notice (or other method mutually agreed to in writing by the parties), suspend any sale of Placement Shares for which it has delivered or received, as applicable, a Placement Notice; provided, however, thatsuch suspension shall not affect or impair any party's obligations with respect to any Placement Shares sold hereunder prior to the receipt of such Suspension Notice. The Corporation and the Agent agree that no Suspension Notice shall be effective against any other party unless it is made to one of the individuals named on Schedule 1 hereto, as such Schedule 1 may be amended from time to time. Any such Suspension Notice shall set out of the duration of such suspension or provide that such suspension is indefinite until a

- 5 -

further notice is provided by the applicable Party. Any Suspension Notice will be kept strictly confidential by the parties, their respective Affiliates, and any Person acting on their behalf, unless: (i) such information is or becomes generally available to the public other than as a result of disclosure by the Corporation or the Agent, as applicable, in violation of this Agreement; (ii) the disclosure of such information is expressly permitted, in writing, by the party giving the Suspension Notice; or (iii) the disclosure of such information is required by applicable Laws (including Securities Laws) or by order of a Governmental Authority.

1. Notwithstanding any other provision of this Agreement, during any period in which the Corporation is in possession of material non-public information with respect to the Corporation or the Shares, the Corporation and the Agent (provided thatthe Agent has been given prior written notice of such by the Corporation, which notice the Agent agrees to treat confidentially) agree that no sale of Placement Shares will take place (a "No Trade Period"). The Corporation and the Agent agree that no such notice in respect of a No Trade Period shall be effective against the Agent unless it is made in writing to the individuals named on Schedule 1 hereto, as such Schedule 1 may be amended from time to time. At any time while a Placement Notice is effective (and not suspended) and the Corporation has notified the Agent of such commencement of a No Trade Period in accordance with this Agreement, the Agent covenants and agrees that no sale of Placement Shares will take place until after the expiry of the No Trade Period. Material non-public information includes, without limitation, any material fact or material change that has not been disclosed, and any information that constitutes "privileged information" within the meaning of the Securities Act (Québec).

5. Settlement

1. 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 on the TSX or permitted Marketplace on which the Placement Shares were sold or, if the Placement Shares are not sold on the TSX or a permitted Marketplace, on the second (2nd) Trading Day (or, in either case, such earlier day as is agreed by the parties to be industry practice for regular-way trading) following the date on which such sales are made (each, a "Settlement Date"). The amount of proceeds to be delivered to the Corporation on a Settlement Date against the receipt of the Placement Shares sold will be equal to the aggregate sales price at which such Placement Shares were sold, after deduction for the Placement Fee for such sales payable by the Corporation to the Agent pursuant to Section 2 and expenses pursuant to Section 8(g) (the "Net Proceeds").
2. Delivery of Shares. On each Settlement Date, the Corporation will, or will cause the Transfer Agent to, electronically transfer the Placement Shares being sold by crediting the Agent's account or its designee's account (provided thatthe Agent shall have given the Corporation written notice of: (i) such designee; and (ii) all requisite information to effect the electronic deposit of the Placement Shares, at least one Trading Day prior to the Settlement Date) at CDS Clearing and Depository Services Inc. through its CDSX system or by such other means of delivery as may be mutually agreed upon by the Corporation and the Agent and, upon receipt of