August 25, 2020

Red White & Bloom Brands Inc.

789 West Pender Street, Suite 810

Vancouver, British Columbia  V6C 1H2

Attention: Brad Rogers, Chief Executive Officer

Dear Sir:

Unless otherwise specifically referenced or unless the context otherwise requires, the Offered Units and the Additional Units, Additional Shares and/or Additional Warrants are collectively referred to herein as the “Offered Securities”, all references to “Offered Units” herein shall include the Additional Units, all references to “Unit Shares” herein shall include the Common Shares comprising the Additional Units and the Additional Shares, all references to “Warrants” herein shall include the Additional Warrants, all references to “Warrant Shares” herein shall include the Common Shares issuable upon exercise of the

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Additional Warrants and the offering of the Offered Securities by the Company is hereinafter referred to as the “Offering”.

The Underwriters shall be entitled (but not obligated) in connection with the Offering to retain as subagents other registered securities dealers for the purposes of arranging for purchases of the Offered Units (each, a “Selling Firm”), at no additional cost to the Company. The fee payable to any Selling Firm shall be for the account of the Underwriters.

In consideration of the services to be rendered by the Underwriters hereunder, the Underwriters will receive a cash fee (the “Underwriters’ Commission”) equal to 6.0% of the gross proceeds received by the Company from the Offering (including any gross proceeds from the sale of the Additional Units, Additional Shares and/or Additional Warrants). As additional consideration for the services to be rendered by the Underwriters hereunder, the Underwriters shall be issued Compensation Options (the “Compensation Options”) equal to 6.0% of the aggregate number of Offered Units sold hereunder (including from the sale of the Additional Units, Additional Shares and/or Additional Warrants). The Compensation Options will be qualified for distribution under the Final Prospectus. Each Compensation Option will entitle the holder to purchase one Offered Unit (each, a “Compensation Option Unit”) at the Offering Price for a period of 24 months following the Closing Date.

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DEFINITIONS AND INTERPRETATION

In this Agreement:

“Acceleration Notice” means the notice of acceleration deliverable to holders of Warrants upon the Company’s exercise of the Acceleration Right;

“Acceleration Right” means the right of the Company to accelerate the expiry date of the Warrants to the date which is not less than 30 days after the date the Acceleration Notice is provided to the holders of Warrants if the volume-weighted average trading price of the Common Shares exceeds $1.50 for a period, following the Closing Date, of 10 consecutive trading days on the CSE;

“Additional Shares” has the meaning given to that term in the second paragraph of this Agreement;

“Additional Units” has the meaning given to that term in the second paragraph of this Agreement;

“Additional Warrants” has the meaning given to that term in the second paragraph of this Agreement;

“affiliate”, “associate”, “distribution”, “material change”, “material fact”, and “misrepresentation” have the respective meanings given to them in the Ontario Act;

“Agreement” means this Underwriting Agreement and not any particular article or section or other portion except as may be specified and words such as “hereof”, “hereto”, “herein” and “hereby” refer to this Agreement as the context requires;

“BCBCA” means the Business Corporations Act (British Columbia);

“BCSC” means the British Columbia Securities Commission;

“Bid Letter” means the letter agreement dated August 19, 2020, as amended on August 20, 2020, between the Company and PI Financial Corp., relating to the Offering;

“Business Day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario or Vancouver, British Columbia are not open for business;

“Canadian Securities Commissions” means, collectively, the applicable securities commissions or other securities regulatory authority in each of the Qualifying Jurisdictions (including the CSE);

“Canadian Securities Laws” means, collectively, all applicable securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws together with applicable published policy statements, blanket orders, instruments and notices of the Canadian Securities Commissions and all discretionary orders or rulings, if any, of the Canadian Securities Commissions made in connection with the transactions contemplated by this Agreement;

“Cannabis Laws” means the regulations made under certain U.S. laws, statutes and/or regulations, as applicable, relating to the cultivation, processing, extraction, tracking, distribution or possession of

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cannabis and cannabis related products and substances in the U.S. and other related orders, judgements, or decrees;

“CDS” means CDS Clearing and Depository Services Inc.;

“Closing” means the completion of the issue and sale by the Company and the purchase by the Purchasers or the Underwriters, as applicable, of the Offered Units as contemplated by this Agreement;

“Closing Date” means September 15, 2020 or such other date as the Company and the Co-Lead Underwriters may agree in writing;

“Closing Time” means 8:30 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Company and the Co-Lead Underwriters may agree in writing;

“Co-Lead Underwriters” has the meaning given to that term in the first paragraph of this Agreement;

“Common Shares” means the common shares in the capital of the Company;

“Compensation Options” has the meaning given to that term in the sixth paragraph of this Agreement;

“Compensation Option Certificates” means the definitive certificates representing the Compensation Options in a form acceptable to the Underwriters and the Company;

“Compensation Option Shares” means the Common Shares issuable upon exercise of the Compensation Options;

“Compensation Option Units” has the meaning given to that term in the sixth paragraph of this Agreement;

“Compensation Option Warrant Shares” means the Common Shares issuable upon exercise of the Compensation Option Warrants;

“Compensation Option Warrants” means the Warrants issuable upon exercise of the Compensation Options;

“Company” has the meaning given to that term in the first paragraph of this Agreement;

“Company’s Auditors” means such firm of chartered accountants as the Company may have appointed or may from time to time appoint as auditors of the Company;

“CSE” means the Canadian Securities Exchange;

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“Debt Instrument” means any mortgage, note, indenture, loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Company or any Subsidiary is a party or otherwise bound;

“Disclosure Documents” means, collectively, all of the documentation which has been filed by or on behalf of the Company with the relevant Securities Commissions pursuant to the requirements of Canadian Securities Laws, including all press releases, material change reports (excluding any confidential material change report) and financial statements of the Company since January 1, 2017;

“Documents Incorporated by Reference” means all financial statements, management information circulars, annual information forms, material change reports, business acquisition reports, marketing materials or other documents filed by the Company on SEDAR, whether before or after the date of this Agreement, that are required by Canadian Securities Laws to be incorporated by reference into the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as applicable;

“Environmental Laws” means any federal, provincial, state, local or municipal statute, law, rule, regulation, ordinance, code, policy or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of Hazardous Materials or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials;

“Environmental Permits” means permits, authorizations and approvals required under any Environmental Laws to carry on business as currently conducted;

“Final Prospectus” means the (final) short form prospectus of the Company, including all Documents Incorporated by Reference, to be approved, signed and certified in accordance with the Canadian Securities Laws, relating to the qualification for distribution of the Offered Units and the Compensation Options under Canadian Securities Laws, which is to be filed with the BCSC (as principal regulator) and each of the other Canadian Securities Commissions pursuant to the Passport System;

“Final Receipt” means a receipt for the Final Prospectus issued in accordance with the Passport System;

“Financial Data” means financial information, including the Financial Statements, and statistical and accounting data (other than industry data derived from industry sources or based upon estimates of management of the applicable person);

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“Governmental Authority” means any governmental authority and includes any national or federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing;

“Hazardous Materials” means chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products;

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board, or any successor entity, applicable as at the date on which such principles are applied;

“including” means including without limitation;

“knowledge of the Company” (or similar phrases) means, with respect to the Company, the knowledge of its directors and officers after due and diligent inquiry;

“Leased Premises” means the premises which are material to the Company or any Subsidiary, and which the Company or any Subsidiary occupies as a tenant;

“Liens” means any mortgage, charge, pledge, encumbrance, hypothec, security interest, prior claim, demand or lien (statutory or otherwise), in each case, whether contingent or absolute;

“Marketing Materials” means the term sheet dated August 21, 2020 in respect of the Offering;

“Material Adverse Effect” means the effect resulting from any change (including a decision to implement such a change made by the board of directors or by senior management who believe that confirmation of the decision of the board of directors is probable), event, violation, inaccuracy or circumstance that is materially adverse to the business, assets (including intangible assets), liabilities, capitalization, ownership, prospects, financial condition, or results of operations of the Company and the Subsidiaries, taken as a whole or that is or is reasonably likely to be materially adverse to the Company’s ability to complete the transactions contemplated by this Agreement;

“Material Agreement” means any material contract, commitment, agreement (written or oral), instrument, lease or other document, including licence agreements and agreements relating to Intellectual Property, to which the Company or any Subsidiary are a party or to which its property or assets are otherwise bound;

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“Offered Securities” has the meaning given to that term in the third paragraph of this Agreement;

“Offered Units” has the meaning given to that term in the first and third paragraphs of this Agreement;

“Offering” has the meaning given to that term in the third paragraph of this Agreement;

“Offering Documents” means, collectively, the Preliminary Prospectus, the Final Prospectus, the U.S. Memorandum and any Supplementary Material;

“Offering Price” has the meaning given to that term in the first paragraph of this Agreement;

“Ontario Act” means the Securities Act (Ontario);

“OTCQX” means the OTCQX Market;

“Over-Allotment Closing Time” means 8:30 a.m. (Toronto time) on the Over-Allotment Closing Date or such other time on the Over-Allotment Closing Date as the Company and the Co-Lead Underwriters may agree in writing;

“Over-Allotment Option” has the meaning given to that term in the second paragraph of this Agreement;

“Owned Real Property” means the property, including (i) 14240 Greenhouse Avenue, Granville, Illinois 61326; (ii) 1665 Main Street, Springfield, Massachusetts 01103; and (iii) 3 Quabbin Boulevard, Lot 3 and 6F, Orange, Massachusetts 01364, owned by the Company or its Subsidiaries;

“person” includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

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“Portfolio Companies” means, collectively, the material entities described in the Offering Documents as portfolio companies or investees of the Company and its Subsidiaries, together with their respective subsidiaries;

“Preliminary Prospectus” means the preliminary short form prospectus of the Company dated even date herewith, including all Documents Incorporated by Reference, to be approved, signed and certified in accordance with the Canadian Securities Laws, relating to the qualification for distribution of the Offered Units and the Compensation Options under Canadian Securities Laws, which is to be filed with the BCSC (as principal regulator) and each of the other Canadian Securities Commissions pursuant to the Passport System;

“Preliminary Receipt” means a receipt for the Preliminary Prospectus issued in accordance with the Passport System;

“Principal Securityholders” means all securityholders of the Company that own, at the Closing Date and any Over-Allotment Closing Date, securities representing 5% of the outstanding equity of the Company, after giving effect to the exercise of convertible securities owned or controlled or directed by them;

“Prospectus” means, collectively, the Preliminary Prospectus, the Final Prospectus and any amendments thereto;

“Purchasers” means the persons who, as purchasers, acquire the Offered Units;

“Qualified Institutional Buyer” means a “qualified institutional buyer” as that term is defined in Rule 144A;

“Qualifying Jurisdictions” has the meaning given to that term in the fourth paragraph of this Agreement;

“Regulation D” means Regulation D adopted by the SEC under the U.S. Securities Act;

“Rule 144A” means Rule 144A adopted by the SEC under the U.S. Securities Act;

“SEC” means the United States Securities and Exchange Commission;

“Securities Commissions” means, collectively, the Canadian Securities Commission and, if applicable, the SEC and FINRA and any applicable securities regulatory authority of any state of the United States;

“SEDAR” means the System for Electronic Document Analysis and Retrieval;

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“Selling Firm” has the meaning given to that term in the fifth paragraph of this Agreement;

“Subsidiaries” means the material subsidiaries of the Company as listed in Schedule “A”, and “Subsidiary” means any one of them;

“subsidiary” has the meaning given to that term in the BCBCA;

“Supplementary Material” means, collectively, any amendment to the Preliminary Prospectus, the Final Prospectus or the U.S. Memorandum, an amendment to any of the Offering Documents or any amendment or supplemental prospectus or ancillary materials that may be filed by or on behalf of the Company under Securities Laws relating to the Offering;

“Tax Act” means the Income Tax Act (Canada);

“Transaction Documents” means, collectively, this Agreement, the Warrant Indenture, the Compensation Option Certificates and the certificates, if any, representing the Offered Securities, the Warrant Shares, the Compensation Option Shares, the Compensation Option Warrants, the Compensation Option Warrant Shares and any other documents or agreements executed in connection with the transactions contemplated hereunder;

“Transfer Agent” means the registrar and transfer agent for the Common Shares, currently National Securities Administrators Ltd.;

“Underwriters” has the meaning given to that term in the first paragraph of this Agreement;

“Underwriters’ Commission” has the meaning given to that term in the sixth paragraph of this Agreement;

“Underwriters’ Information” means information and statements relating solely to the Underwriters which have been provided by an Underwriter to the Company in writing specifically for use in the Offering Documents;

“Unit Shares” has the meaning given to that term in the first and third paragraphs of this Agreement;

“United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“U.S. Affiliate” means an Underwriter’s duly registered broker-deal affiliate in the United States;

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“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“U.S. Securities Laws” means the United States federal securities laws, including, without limitation, the U.S. Securities Act and the U.S. Exchange Act and the rules and regulations promulgated thereunder and as may be amended from time to time, and applicable state securities laws;

“Warrant” has the meaning given to that term in the first and third paragraphs of this Agreement;

“Warrant Agent” has the meaning given to that term in the first paragraph of this Agreement;

“Warrant Indenture” has the meaning given to that term in the first paragraph of this Agreement; and

“Warrant Share” has the meaning given to that term in the first and third paragraphs of this Agreement.

In this Agreement, unless there is something in the subject matter or context inconsistent therewith:

Schedule “A” – Subsidiaries

Schedule “B” – Terms and Conditions for United States Offers and Sales

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TERMS AND CONDITIONS

The Company makes the following covenants to the Underwriters, and acknowledges that each of them is relying on such covenants in purchasing the Offered Units.

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shall also make available its directors, senior management, auditors and counsel to answer any reasonable questions which the Underwriters may have and to participate in one or more due diligence sessions to be held prior to Closing and any Over-Allotment Closing and prior to filing each of the Preliminary Prospectus and the Final Prospectus and any amendment thereto.

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(o)The Company shall file its unaudited condensed consolidated interim financial statements for the period ending June 30, 2020 with the Canadian Securities Commissions on SEDAR by no later than August 31, 2020. 

(p)The Company shall ensure that at the Closing Time and any Over-Allotment Closing Time, the Company and each Subsidiary is validly existing in good standing under the laws of its jurisdiction of formation and under the laws of each jurisdiction in which it owns or leases property, or conducts business.  

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Prospectus, as the case may be, signed by the Company as required by Canadian Securities Laws.

(b)The Company shall deliver without charge to the Underwriters, at those delivery points in the Qualifying Jurisdictions as the Underwriters may reasonably request, as soon as practicable and in any event in the City of Toronto no later than 12:00 p.m. (Toronto time) on the first Business Day after, and to other cities no later than the second Business Day after, each of the Preliminary Receipt and the Final Receipt as applicable, are obtained in each of the Qualifying Jurisdictions under the Passport System, and thereafter from time to time during the distribution of the Offered Units, in such cities as the Underwriters shall notify the Company, as many commercial copies of the Preliminary Prospectus, the Final Prospectus and the U.S. Memorandum (and in the event of any amendment to a Prospectus or U.S. Memorandum, such amendment) as the Underwriters may reasonably request for the purposes contemplated under Securities Laws. The Company will similarly cause to be delivered to the Underwriters, in such cities as the Underwriters may reasonably request, commercial copies of any Supplementary Material required to be delivered to Purchasers or prospective Purchasers. Each delivery of the Preliminary Prospectus, the Final Prospectus, the U.S. Memorandum or any Supplementary Material will have constituted and constitute the Company’s consent to the use of the Preliminary Prospectus, the Final Prospectus, the U.S. Memorandum and any Supplementary Material by the Underwriters for the distribution of the Offered Units in compliance with the provisions of this Agreement and Securities Laws. 

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Such deliveries shall also constitute the Company’s consent to the Underwriters’ and any Selling Firm’s use of the Offering Document in connection with the distribution of the Offered Units in compliance with this Agreement.

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the Offering Documents, including as a result of any of the Offering Documents containing or incorporating by reference therein an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or not misleading in the light of the circumstances in which it was made, or which could result in any of the Offering Documents not complying with the Securities Laws; or

(iv)any notice by any governmental, judicial or regulatory authority requesting any material information, or meeting or hearing, relating to the Company or any Subsidiary or the Offering.   

(i)any request of any Securities Commission for any amendment to any Offering Document or for any additional information in respect of the Offering or the Company; 

(ii)the receipt by the Company of any material communication, whether written or oral, from any Securities Commission, the CSE, OTCQX or any other competent authority, relating to the Preliminary Prospectus, the Prospectus, the distribution of the Offered Securities or the Company; 

(iii)any notice or other correspondence received by the Company from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Company, any Subsidiary, the Offering, the issue and sale of the Offered Securities or any other event or state of affairs that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or 

(iv)the issuance by any Securities Commission, the CSE, OTCQX or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Company (including the Offered Units, Unit Shares, Warrants, Warrant Shares, Compensation Options, Compensation Option Units, Compensation Option Shares, Compensation Option Warrants and Compensation Option Warrant Shares issuable upon the exercise of the Compensation Option Warrants) or of the institution, threat of institution of any proceedings for that purpose or any notice of investigation that could potentially result in an order to cease or suspend trading or distribution of any securities of the Company (Offered Units, Unit Shares, Warrants, Warrant Shares, Compensation Options, Compensation Option Units, Compensation Option Shares, Compensation Option Warrants and  

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Compensation Option Warrant Shares issuable upon the exercise of the Compensation Option Warrants).

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(c)the Company has and will at the Closing Time have all requisite power and authority to invest in accordance with its investment objectives and strategies as set out in the Prospectus and conduct its business as contemplated thereby; 

(d)the Company has all requisite corporate power, authority and capacity to enter into each of the Transaction Documents and to perform the transactions contemplated herein and therein, including, without limitation, to issue the Offered Securities and the Compensation Options and all securities issuable upon exercise of such securities; 

(f)each of the Company and its Subsidiaries, as applicable, has good, valid and marketable title to and has all necessary rights in respect of all equity and other interests it holds in Portfolio Companies as described in the Offering Documents, free and clear of all Liens other than as disclosed in writing to the Underwriters; 

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(o)other than the Leased Premises and any Intellectual Property that they licence from third parties, each of the Company and the Subsidiaries is the absolute legal and beneficial owner of, and has good and marketable title to, all of the material properties and assets thereof, and no other property or assets are necessary for the conduct of the business of the Company and the Subsidiaries as currently conducted. Any and all of the agreements and other documents and instruments pursuant to which each of the Company or the Subsidiaries holds the property and assets thereof (including any interest in, or right to earn an interest in, any Intellectual Property) are valid and subsisting agreements, documents and instruments in full force and effect, enforceable in accordance with the terms thereof, and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, and all material leases, licences and other agreements pursuant to which the Company or any Subsidiary derives the interests thereof in such property are in good standing. The Company does not know of any claim or the basis for any claim that might or could materially and adversely  

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affect the right of the Company or any Subsidiary to use, transfer or otherwise exploit their respective assets, none of the properties (or any interest in, or right to earn an interest in, any property) of the Company or any Subsidiary is subject to any right of first refusal or purchase or acquisition right, and neither the Company nor any Subsidiary has a responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property and assets thereof;

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compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any person holding any Lien or receiver take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it;

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(ee)the Financial Statements (including the notes thereto) contained or incorporated by reference in the Preliminary Prospectus, and the consolidated Financial Statements (including the notes thereto) that will be contained or incorporated by reference in the Final Prospectus, including, for the avoidance of doubt, the unaudited condensed consolidated interim financial statements of the Company for the period ending June 30, 2020 will, (i) present fairly, in all material respects, the financial position, results of operations, cash flows and all of the assets and liabilities of the Company, in each case on a consolidated basis, for the periods ended on, and as at, the dates indicated therein, (ii) have been prepared in accordance with IFRS consistently applied throughout the periods involved and applicable Canadian Securities Laws, (iii) be, in all material respects, consistent with the books and records of the Company, (iv) contain and reflect all material adjustments for the fair presentation of the results of operations and the financial  

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position of the business of the Company for the periods covered thereby and (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Company and the Company is not aware of any fact or circumstance presently existing which would render any of the financial information contained therein materially incorrect;

(ff)the Financial Data contained or incorporated by reference in the Preliminary Prospectus is, and the Financial Data that will be contained or incorporated by reference in the Final Prospectus or any Supplementary Material will be, presented fairly in all material respects, and such Financial Data contains or will contain, as the case may be, no misrepresentation and was or will be, as the case may be, compiled on a basis consistent with that of the audited or unaudited, as applicable, consolidated financial statements of the incorporated by reference in the Final Prospectus from which they were derived; 

(ii)all forward-looking information and statements of the Company contained in the Offering Documents and the assumptions underlying such information and statements, subject to any qualifications contained therein, are reasonable in the circumstances as at the date on which such assumptions were made; 

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no examination of any tax return of the Company is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Company or the Subsidiaries, in any case except where such examinations, issues or disputes would not constitute an adverse material fact in respect of the Company or have a Material Adverse Effect;

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threatened against or are contemplated with respect to the Company, the Subsidiaries or their property or assets;

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(bbb)each of the Company and its Subsidiaries and, to the knowledge of the Company, each Portfolio Company, is currently in compliance, in all material respects, with all Environmental Laws, including all material reporting and monitoring requirements thereunder, and there are no pending or, to the knowledge of the Company, threatened material administrative, regulatory or judicial actions, suits, demands, claims, liens, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Laws. Neither the Company nor its Subsidiaries nor, to the knowledge of the Company, any Portfolio Company, has ever received any notice of any material non-compliance in respect of Environmental Laws, there are no events or circumstances that might reasonably be expected to form the basis of a material order for clean up or remediation under Environmental Laws or relating to any Hazardous Materials and there are no material permits required under Environmental Laws for the conduct of the business of the Company or its Subsidiaries or, to the knowledge of the Company, the Portfolio Companies. The facilities and operations of the Company and its Subsidiaries and, to the knowledge of the Company, the Portfolio Companies, are currently being conducted, and have been conducted, in all material respects in accordance with all applicable material workers’ compensation and health and safety and workplace laws, regulations and policies; 

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be conducted, and there are no outstanding options or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein;

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(yyy)to the knowledge of the Company, the disclosure in the Offering Documents regarding the Licences granted to the Portfolio Companies is true and correct; 

(bbbb)neither the Company nor any Subsidiary nor any Portfolio Company is required to obtain any permits or licences other than the Licences pursuant to the Cannabis Laws or any other permits from any federal, provincial, state or municipal regulatory body or self-regulatory body in connection with the conduct of their respective businesses as currently conducted; 

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(eeee)neither the Company nor its subsidiaries nor, to the knowledge of the Company, the Portfolio Companies, nor any director, officer, employee, consultant, representative, affiliate or agent of the Company or its subsidiaries or, to the knowledge of the Company, any Portfolio Company, has: (i) violated the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”) or the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the rules and regulations promulgated thereunder (the “FCPA”) or other applicable anti-corruption laws, or (ii) offered, paid, promised to pay or authorized the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, the CFPOA or other applicable anti-corruption law; 

(ffff)the Company and its subsidiaries and, to the knowledge of the Company, the Portfolio Companies, have conducted their businesses in compliance with the FCPA, the CFPOA and other applicable anti-corruption laws. Neither the Company nor its subsidiaries nor, to the knowledge of the Company, the Portfolio Companies, nor any director, officer, employee, consultant, representative, affiliate or agent of the Company or its subsidiaries or, to the knowledge of the Company, any Portfolio Company, has: (i) conducted or initiated any review, audit, or internal investigation that concluded the Company, any subsidiary, any Portfolio Company, or any director, officer, employee, consultant, representative, affiliate or agent of the Company, any subsidiary or any Portfolio Company violated such laws or committed any material wrongdoing; or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to noncompliance with any such laws, or  

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received any notice, request, or citation from any person alleging non-compliance with any such laws;

(gggg)neither the Company nor its subsidiaries nor, to the knowledge of the Company, any Portfolio Company, nor any director, officer, employee, consultant, representative, affiliate or agent of the Company or any subsidiary or, to the knowledge of the Company, any Portfolio Company, is a person (“Sanctioned Person”) currently the target of any sanctions administered or enforced by the United States government, including, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the Financial Transactions Reports Analysis Centre of Canada or other relevant sanctions authority (collectively, “Sanctions”), and the Company will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Sanctioned Person, to fund any activities of or business with any Sanctioned Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Sanctioned Person (including any Sanctioned Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; 

(hhhh)except as disclosed in the Offering Documents, the operations of the Company and its Subsidiaries and, to the knowledge of the Company, the Portfolio Companies, are and have been conducted at all times in compliance with any applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and international money laundering statutes, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental Authority, authority or body or any arbitrator involving the Company or its subsidiaries or, to the knowledge of the Company, the Portfolio Companies, with respect to the Money Laundering Laws is pending, or, to the knowledge of the Company, threatened; 

(iiii)all information and statements which have been prepared or furnished by the Company relating to the Company, its Subsidiaries and their respective business, property and liabilities and made available to the Underwriters, including the Offering Documents and all financial, marketing, sales and operational information with respect to the Company and its Subsidiaries provided to the Underwriters was, as of the date of such information or statements, true and correct in all material respects, taken as a whole, and no fact or facts have been omitted therefrom which is or would have been necessary to make such information or statements not misleading in light of the circumstances under which such information was provided or statements were made, and such information and statements did not contain any misrepresentation; 

(jjjj)the attributes of the Offered Securities conform, in all material respects, with the description thereof contained under the heading “Description of Securities Being Distributed” in the Offering Documents; 

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(kkkk)no Offering Document contains a misrepresentation;  

(llll)the Company is not, and as a result of the sale of the Offered Securities contemplated hereby will not be, registered or required to be registered as an “investment company” under the United States Investment Company Act of 1940, as amended;  

(mmmm)no action, suit or proceeding by or before any U.S. court or governmental agency, authority or body or any arbitrator involving the Company, its Subsidiaries or, to the knowledge of the Company, any Portfolio Company, with respect to U.S. federal or state criminal laws is pending or threatened; 

(nnnn)there is no judicial, regulatory, arbitral or other legal or government proceeding, investigation or other litigation or arbitration, at law or in equity, before any Governmental Authority, domestic or foreign, in progress, pending or, to the knowledge of the Company, threatened against, or involving the assets, properties or business of, the Company or its Subsidiaries or, to the knowledge of the Company, the Portfolio Companies, nor are there any matters under discussion outside of the ordinary course of business with any Governmental Authority relating to taxes, governmental charges, orders or assessments asserted by any such authority, and to the knowledge of the Company there are no facts or circumstances that would reasonably be expected to form the basis for any such litigation, governmental or other proceeding or investigation, taxes, governmental charges, orders or assessments; to the knowledge of the Company, no such proceeding, investigation, litigation or arbitration is threatened or contemplated;  

(oooo)the Company’s Owned Real Property and, to the knowledge of the Company, the Portfolio Companies’ facilities and real property used for the cultivation or processing of cannabis or related products and research and development activities comply in all material respects with applicable good practices, processes, standards and procedures as required by any applicable Governmental Authority; 

(pppp)the Company, its Subsidiaries and, to the knowledge of the Company, the Portfolio Companies, have not received any inspection report, notice of adverse finding, warning letter, untitled letter or other correspondence with or notice from any federal, provincial, territorial, state, municipal, local or foreign governmental or regulatory authority or court or arbitrator in the United States or any other country, alleging or asserting non-compliance with any applicable laws that has not been resolved or that otherwise would not, singularly or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Offering Documents, the Company, its Subsidiaries, any person acting on behalf of the Company or its Subsidiaries and, to the Company’s knowledge, the Portfolio Companies, are and have been in material compliance with applicable laws, including applicable health care, cannabis, privacy and personal health information laws and the regulations promulgated pursuant to such laws and all other federal, provincial, territorial, state, municipal, local or foreign laws, manual provisions, policies and administrative guidance relating to the regulation of the Company, its Subsidiaries or the Portfolio Company in the United States or any other country. To the knowledge of the Company, no Portfolio Company has, either voluntarily or involuntarily, initiated, conducted or issued or caused to be initiated, conducted or issued,  

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any recall, market withdrawal or replacement, safety alert, post-sale warning or other notice or action relating to the alleged safety or efficacy of any product or any alleged product defect or violation and there is no basis for any such notice or action; and

(qqqq)the acquisitions of Platinum Vape and PharmaCo Inc. are not and will not be significant acquisitions as defined in NI 51-102.  

At the Closing Time:

(ii)the Company will deliver to PI Financial, on behalf of the Underwriters, certificate(s) representing the aggregate number of Compensation Options issuable pursuant to the Offering. 

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(xvi)that all approvals, permits, consents, orders and authorizations have been obtained, all necessary documents have been filed, all requisite proceedings have been taken and all other legal requirements have been fulfilled under Canadian Securities Laws of the Qualifying Jurisdictions to qualify the distribution of the Offered Securities to the public in each of the Qualifying Jurisdictions through dealers duly and properly registered under the applicable laws of each of the Qualifying Jurisdictions who have complied with the relevant provisions of such laws and the terms of their registration; 

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(d)the Underwriters shall have received a certificate of status (or the equivalent thereof pursuant to the relevant governing legislation) dated within one Business Day prior to the Closing Date from the Company and each Subsidiary; 

(e)the Underwriters shall have received a certificate from the Company, dated as of the Closing Date and addressed to the Underwriters, signed by an officer of such person with respect to the constating documents of the Company, all resolutions of the Company’s board of directors relating to the Offering Documents, this Agreement, the Warrant Indenture and the certificates representing the Compensation Options, and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers, and such other matters as the Underwriters may reasonably request; 

(iii)since the beginning of the current financial year of the Company, (A) there has been no adverse change (financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company and the Subsidiaries (taken as a whole); and (B) other than as disclosed in the  

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Offering Documents, no transaction has been entered into by the Company or any Subsidiary which is or would be material to such person other than in the ordinary course of business;

(i)the Underwriters shall have received satisfactory evidence that all requisite approvals and consents have been obtained by the Company in order to complete the Offering and that the Company has obtained all necessary approvals for the issuance of the Unit Shares, the Warrants, the Compensation Options, the Compensation Option Shares and the Compensation Option Warrants issuable upon the exercise of the Compensation Options  

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and the Compensation Option Warrant Shares issuable upon the exercise of the Compensation Option Warrants, and the listing of the Unit Shares, Warrants, Warrant Shares, Compensation Option Shares, Compensation Option Warrants and Compensation Option Warrant Shares on the CSE, subject only to the standard listing conditions;

(l)there shall not be any misrepresentation in the Offering Documents or any undisclosed material change or undisclosed material facts relating to the Company or the Offered Units; 

(m)the Company shall have received a Preliminary Receipt and a Final Receipt qualifying the Offered Units and the Compensation Options for distribution in the Qualifying Jurisdictions, and neither the Preliminary Receipt nor the Final Receipt shall be invalid or have been revoked or rescinded by any Securities Commission; 

(n)the Underwriters shall have received the definitive certificate or certificates, as the case may be, evidencing the Compensation Options; 

(o)the Underwriters shall not have exercised any rights of termination set forth in this Agreement; and 

The Company agrees that the aforesaid legal opinions and certificates to be delivered at the Closing Time will be addressed to the Underwriters and the Underwriters’ counsel.

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the Company, or any previously undisclosed material fact, in each case, required to be disclosed in the Preliminary Prospectus, the Final Prospectus, the U.S. Memorandum or any Supplementary Material, which, in the opinion of the Underwriters, acting reasonably, has or could reasonably be expected to have a material adverse effect on the market price, value, investment quality or marketability of the Common Shares or Offered Units;

(b)there should develop, occur or come into effect or existence any event, action, state, or condition or any action, law or regulation, inquiry, including, without limitation, terrorism, accident, pandemic (including any material escalation in the severity of the COVID-19 Outbreak), natural disaster, public protest, or major financial, political or economic occurrence of national or international consequence, or any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the reasonable opinion of the Underwriters (or any one of them), materially adversely affects or involves, or may materially adversely affect or involve, the financial markets in Canada or the U.S. or the business, operations or affairs of the Company or the marketability of the Offered Units, Unit Shares or Warrants; 

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shall, in any event, contribute to the amount paid or payable by the Indemnified Party and/or its Personnel as a result of such expense, loss, claim, damage or liability, any excess of such amount over the amount of the fees received by the Indemnified Party pursuant to this Agreement.

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conditions to the Indemnified Parties and its Personnel who are not signatories to this Agreement and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Company and the Indemnified Parties and its Personnel. The foregoing provisions shall survive the completion of professional services rendered under this Agreement and/or the termination of this Agreement.

PI Financial Corp.45% 

Eight Capital30% 

Canaccord Genuity Corp.20%  

Echelon Wealth Partners Inc.  5% 

If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase and sale of the Offered Securities which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters (the “Continuing Underwriters”) shall be entitled, at their option, to purchase all but not less than all of the Offered Securities which would otherwise have been purchased by such Refusing Underwriter pro rata according to the number of Offered Securities to have been acquired by the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase the balance of the Offered Securities pursuant to the foregoing:

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18.Over-Allotment. In connection with the distribution of the Offered Units, the Underwriters and members of their selling group (if any) may over-allot or effect transactions which stabilize or maintain the market price of the Common Shares at levels above those which might otherwise prevail in the open market, in compliance with applicable Securities Laws. Those stabilizing transactions, if any, may be discontinued at any time. 

Red White & Bloom Brands Inc.

789 West Pender Street, Suite 810

Vancouver, BC   V6C 1H2

Attention:Brad Rogers 

Email:brad.rogers@redwhitebloom.com 

with a copy (which shall not constitute notice hereunder) to:

Gowling WLG (Canada) LLP

1 First Canadian Place

100 King St W Suite1600

Toronto, ON M5X 1G5

Attention:Jason A. Saltzman 

Email:Jason.Saltzman@gowlingwlg.com 

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PI Financial Corp.

40 King Street West, Suite 3401

Toronto, ON  M5H 3Y2

Attention:Vay Tham 

Email:vtham@pifinancial.com  

and   

Eight Capital

100 Adelaide St. East, Suite 2900

Toronto, ON  M5H 1S3

Attention:Patrick McBride 

Email:pmcbride@viiicapital.com  

with a copy (which shall not constitute notice hereunder) to:

Borden Ladner Gervais LLP

22 Adelaide Street West

Toronto, Ontario  M5H 4E3

Attention: Philippe Tardif and Cameron MacDonald   

Email:  ptardif@blg.com / cmacdonald@blg.com 

The Company and the Underwriters may change their respective addresses for notice by notice given in the manner aforesaid. Any such notice or other communication shall be in writing, and unless delivered personally to the addressee or to a responsible officer of the addressee, as applicable, shall be given by electronic transmission and shall be deemed to have been given when: (i) in the case of a notice delivered personally to a responsible officer of the addressee, when so delivered; and (ii) in the case of a notice delivered or given by electronic transmission on the first Business Day following the day on which it is sent. Notice transmitted by email shall be deemed given on the day of transmission.

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benefit of such persons and for the benefit of no other person except that the covenants and indemnities of the Company set out under the heading “Indemnity and Contribution” shall also be for the benefit of the Indemnified Parties.

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that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favour of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

31.Underwriters’ Advice. The Company acknowledges and agrees that all written and oral opinions, advice, analyses and materials provided by the Underwriters in connection with this Agreement and their engagement hereunder are intended solely for the Company’s benefit and the Company’s internal use only with respect to the Offering and the Company agrees that no such opinion, advice, analysis or material will be used for any other purpose whatsoever or reproduced, disseminated, quoted from or referred to in whole or in part at any time, in any manner or for any purpose, without the Underwriters’ prior written consent in each specific instance. Any advice or opinions given by any of the Underwriters hereunder will be made subject to, and will be based upon, such assumptions, limitations, qualifications, and reservations as such Underwriter(s), in its/their sole judgment, deems necessary or prudent in the circumstances. The Underwriters expressly disclaim any liability or responsibility by reason of any unauthorized use, publication, distribution of or reference to any oral or written opinions or advice or materials provided by the Underwriters or any unauthorized reference to any of the Underwriters or this Agreement. 

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If the Company is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and returning one executed copy to the Underwriters.

Yours very truly,

PI FINANCIAL CORP.

Per:signed “Vay Tham”
Authorized Signing Officer 

EIGHT CAPITAL

Per:signed “Patrick McBride”
Authorized Signing Officer 

CANACCORD GENUITY CORP.

Per:signed “Graham Saunders”
Authorized Signing Officer 

ECHELON WEALTH PARTNERS INC.

Per:signed “Peter Graham”
Authorized Signing Officer 

The foregoing is hereby accepted and agreed to by the undersigned as of the date first written above.

RED WHITE & BLOOM BRANDS INC.

Per:signed “Brad Rogers”
Authorized Signing Officer 

SCHEDULE “A”
SUBSIDIARIES

SCHEDULE “B”

TERMS AND CONDITIONS FOR UNITED STATES OFFERS AND SALES

“Affiliate” means an “affiliate” as that term is defined in Rule 405 under the U.S. Securities Act;

“Foreign Private Issuer” means a “foreign private issuer” as that term is defined in Rule 405 under the U.S. Securities Act;

“Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act;

“Securities” means the Offered Units, the Unit Shares, the Warrants and the Warrant Shares; and

Representations, Warranties and Covenants of the Company

The Company represents, warrants, acknowledges, covenants and agrees with the Underwriters that:

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Representations, Warranties and Covenants of the Underwriters

Each Underwriter represents, warrants and covenants to and with the Company and its counsel on a several basis (and not joint nor joint and several) that:

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applicable to the Underwriter as if such provisions applied directly to its U.S. Affiliate and such Selling Firm.

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UNDERWRITERS’ CERTIFICATE

In connection with the offer and sale in the United States of units (the “Offered Units”) of Red White & Bloom Brands Inc. (the “Company”) pursuant to an underwriting agreement (the “Underwriting Agreement”) dated August 25, 2020 between the Company and the Underwriters named in the Underwriting Agreement, the undersigned each hereby certify as follows:

Terms used in this certificate have the meanings given to them in the Underwriting Agreement unless otherwise defined in this Exhibit.

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Dated this ________ day of _________________________, 2020.