Common use of Contracts of the Corporation Clause in Contracts

Contracts of the Corporation. The directors of the Corporation, in incurring any debts, liabilities or obligations, or in taking or omitting any other actions for or in connection with the affairs of the Corporation, are and will be conclusively deemed to be, acting for and on behalf of the Corporation, and not in their own personal capacities. None of the directors will be subject to any personal liability for any debts, liabilities, obligations, claims, demands, judgments, costs, charges or expenses (including legal expenses) against or with respect to the Corporation or in respect to the affairs of the Corporation. No property or assets of the directors, owned in their personal capacity or otherwise, will be subject to any levy, execution or other enforcement procedure with regard to any obligations under this Indenture or the Debentures. No recourse may be had or taken, directly or indirectly, against the directors in their personal capacity. The Corporation will be solely liable therefor and resort will be had solely to the property and assets of the Corporation for payment or performance thereof. No holder of Common Shares as such will be subject to any personal liability whatsoever, whether contractually or otherwise, to any party to this Indenture or pursuant to the Debentures in connection with the obligations or the affairs of the Corporation or the acts or omissions of the directors of the Corporation, whether under this Indenture, the Debentures or otherwise, and the other parties to this Indenture and the holders of the Debentures will look solely to the property and assets of the Corporation for satisfaction of claims of any nature arising out of or in connection therewith and the property and assets of the Corporation only will be subject to levy or execution. The parties have executed this Indenture. CANOPY GROWTH CORPORATION By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer ODYSSEY TRUST COMPANY By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Director, Corporate Trust By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director, Corporate Trust Schedule A - Form of Debenture THE SECURITY AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF CANOPY GROWTH CORPORATION (THE “CORPORATION”), THAT THIS SECURITY AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE OR BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND THAT CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE OF (C) OR (D) ABOVE, AFTER THE HOLDER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. No. [<>] $[<>] or such lesser amount as indicated in the Schedule of Conversions, as maintained by the Trustee in accordance with the terms of the Indenture CANOPY GROWTH CORPORATION (A corporation incorporated under the laws of Canada) 0.00% CONVERTIBLE SENIOR UNSECURED DEBENTURE DUE JANUARY 15, 2024 CANOPY GROWTH CORPORATION (the “Corporation”) for value received hereby acknowledges itself obligated and, subject to the provisions of the Indenture (the “Indenture”) dated as of July 14, 2023 between the Corporation and Odyssey Trust Company (the “Trustee”), promises to deliver to the registered holder hereof on January 15, 2024 (the “Maturity Date”), the principal amount hereof plus premium due hereon (if any) and all accrued and unpaid interest hereon in lawful money of Canada, on presentation and surrender of this Debenture at the main branch of the Trustee in Calgary, Alberta in accordance with the terms of the Indenture; provided that, no cash payment shall be payable by the Corporation to the Debentureholders prior to the Maturity Date, subject to Section 8.1 and Article 9 of the Indenture. Subject to Section 2.14, Section 8.1 and Article 9 of the Indenture which contemplates a possible repayment in cash, any and all amounts payable under the Indenture or this Debenture shall be paid in Common Shares and for greater certainty, subject to Section 2.14, Section 8.1 and Article 9 of the Indenture, in no event shall any cash payment or any other property of the Corporation be payable by the Corporation to the Debentureholders in connection with, or as a result of, the issuance, conversion or repayment of the Debentures. This Debenture is one of the 0.00% Convertible Senior Unsecured Debentures (referred to herein as the “Debentures”) of the Corporation issued or issuable under the provisions of the Indenture. The Debentures authorized for issue immediately are limited to an aggregate principal amount of $40,380,000 in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Debentures are or are to be issued and held and the rights and remedies of the holders of the Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Debenture by acceptance hereof assents. Notwithstanding anything contained herein to the contrary or in the Indenture, no interest or premiums shall be paid on or in respect of the Debentures. The Debentures are issuable only in denominations of $1,000 and integral multiples of $1,000 thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. Any part, being $1,000 or an integral multiple of $1,000 thereof, of the principal of this Debenture, provided that the principal amount of this Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Debenture at the principal office of the Trustee in Calgary, Alberta, at any time prior to the close of business on the Maturity Date, into Common Shares at the Conversion Price, all subject to the terms and conditions and in the manner set forth in the Indenture including, without limitation, Section 6.1(3) of the Indenture. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued and where the aggregate number of Common Shares to be issued to a Debentureholder would result in a fraction of a Common Share being issuable, the number of Common Shares to be received by such holder shall be rounded down to the nearest whole Common Share and the holder will not receive any consideration in respect of any such fraction. Holders converting their Debentures in accordance with the terms of the Indenture will receive accrued and unpaid interest thereon payable in Common Shares. The obligations evidenced by this Debenture, and by all other Debentures now or hereafter certified and delivered under the Indenture, is a direct senior unsecured obligation of the Corporation. Subject to Section 2.14, Section 8.1 and Article 9 of the Indenture which contemplate a possible repayment in cash, it is hereby acknowledged confirmed and agreed that (i) each payment hereunder on principal, premium, if any, interest, if any, or (ii) any conversion of this Debenture will only be settled by the payment and delivery of Common Shares and in no event will any cash payment or other property be payable by the Corporation to the holder of this Debenture in connection with, or as a result of, the issuance, conversion or repayment of this Debenture. Subject to Section 2.14, Section 8.1 and Article 9 of the Indenture which contemplates a possible repayment in cash, furthermore, notwithstanding anything to the contrary in the Indenture or the Debentures including, for greater certainty, Section 8.4 of the Indenture, the recourse of the Trustee (on behalf of the Debentureholders) and Debentureholders against the Corporation and the Corporation’s liability under the Indenture and under the Debentures shall be limited solely to the payment and delivery of Common Shares and the Trustee (on behalf of the Debentureholders) and Debentureholders shall not have any right to payment from the Corporation or against any of the Corporation’s property or assets other than Common Shares. For the avoidance of doubt, to the extent that the Trustee (on behalf of the Debentureholders) and Debentureholders receive such number of Common Shares as is equal to the sum of the aggregate principal amount of such Debentures outstanding at such time (or until payment is received by the Trustee) plus all accrued and unpaid interest thereon (subject to Section 7.10) divided by the Conversion Price as of such date, then the Corporation shall have no liability under the Debentures or the Indenture and the Trustee (on behalf of the Debentureholders) and Debentureholders shall have no recourse under the Debentures or the Indenture and the Debentures shall have no force and effect and shall be automatically deemed to be surrendered and cancelled.

Contracts of the Corporation. The directors of the Corporation, in incurring any debts, liabilities or obligations, or in taking or omitting any other actions for or in connection with the affairs of the Corporation, are and will be conclusively deemed to be, acting for and on behalf of the Corporation, and not in their own personal capacities. None of the directors will be subject to any personal liability for any debts, liabilities, obligations, claims, demands, judgments, costs, charges or expenses (including legal expenses) against or with respect to the Corporation or in respect to the affairs of the Corporation. No property or assets of the directors, owned in their personal capacity or otherwise, will be subject to any levy, execution or other enforcement procedure with regard to any obligations under this Indenture or the Debentures. No recourse may be had or taken, directly or indirectly, against the directors in their personal capacity. The Corporation will be solely liable therefor and resort will be had solely to the property and assets of the Corporation for payment or performance thereof. No holder of Common Shares as such will be subject to any personal liability whatsoever, whether contractually or otherwise, to any party to this Indenture or pursuant to the Debentures in connection with the obligations or the affairs of the Corporation or the acts or omissions of the directors of the Corporation, whether under this Indenture, the Debentures or otherwise, and the other parties to this Indenture and the holders of the Debentures will look solely to the property and assets of the Corporation for satisfaction of claims of any nature arising out of or in connection therewith and the property and assets of the Corporation only will be subject to levy or execution. 72 INDENTURE The parties have executed this Indenture. CANOPY GROWTH CORPORATION By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer ODYSSEY COMPUTERSHARE TRUST COMPANY By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Director, Corporate Trust OF CANADA By: /s/ Xxxxxx Xxxxx X’Xxxxxxx Name: Xxxxxx Xxxxx X’Xxxxxxx Title: Director, Corporate Trust Officer By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: General Manager Schedule A - – Form of Debenture THE SECURITY AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF CANOPY GROWTH CORPORATION (THE “CORPORATION”), THAT THIS SECURITY AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE OR BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND THAT CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE OF (C) OR (D) ABOVE, AFTER THE HOLDER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. No. [<>●] $[<>●] or such lesser amount as indicated in the Schedule of Conversions, as maintained by the Trustee in accordance with the terms of the Indenture CANOPY GROWTH CORPORATION (A corporation incorporated under the laws of Canada) 0.005.00% CONVERTIBLE SENIOR UNSECURED DEBENTURE DUE JANUARY 15FEBRUARY 28, 2024 2028 CANOPY GROWTH CORPORATION (the “Corporation”) for value received hereby acknowledges itself obligated and, subject to the provisions of the Indenture (the “Indenture”) dated as of July 14February 21, 2023 between the Corporation and Odyssey Computershare Trust Company of Canada (the “Trustee”), promises to deliver to the registered holder hereof on January 15February 28, 2024 2028 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”), ) such number of Common Shares as is equal to the principal amount hereof plus premium due hereon divided by a dollar amount equal to 92.5% of the VWAP of the Common Shares on the Exchange during the three consecutive Trading Days ending on the Business Day immediately prior to the Date of Conversion (if anythe “Conversion Price”) and all accrued and unpaid interest hereon in lawful money of Canada, on presentation and surrender of this Debenture at the main branch of the Trustee in CalgaryVancouver, Alberta British Columbia in accordance with the terms of the Indenture and to deliver Common Shares based upon the Conversion Price in satisfaction of any interest on the principal amount hereof in accordance with the terms of the Indenture; provided that, no cash payment shall be payable by the Corporation to the Debentureholders prior to the Maturity Date, subject to Section 8.1 and Article 9 of the Indenture. Subject to Section 2.14, Section 8.1 and Article 9 of the Indenture which contemplates a possible repayment in cash, any Any and all amounts payable under the Indenture or this Debenture shall be paid in Common Shares and for greater certainty, subject to Section 2.14, Section 8.1 and Article 9 of the Indenture, in no event shall any cash payment or any other property of the Corporation be payable by the Corporation to the Debentureholders in connection with, or as a result of, the issuance, conversion or repayment of the Debentures. This Debenture is one of the 0.005.00% Convertible Senior Unsecured Debentures (referred to herein as the “Debentures”) of the Corporation issued or issuable under the provisions of the Indenture. The Debentures authorized for issue immediately are limited to an aggregate principal amount of $40,380,000 150,000,000 in lawful money of Canadathe United States. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Debentures are or are to be issued and held and the rights and remedies of the holders of the Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Debenture by acceptance hereof assents. Notwithstanding anything contained herein to the contrary or in the Indenture, no interest or premiums shall be paid on or in respect of the Debentures. The Debentures are issuable only in denominations of $1,000 and integral multiples of $1,000 thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. Any part, being $1,000 or an integral multiple of $1,000 thereof, of the principal of this Debenture, provided that the principal amount of this Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Debenture at the principal office of the Trustee in CalgaryVancouver, AlbertaBritish Columbia, at any time prior to the close of business on the Maturity DateDate or, if called for conversion pursuant to a Change of Control (as defined in the Indenture) on the Business Day immediately prior to the payment date, into Common Shares at the Conversion Price, all subject to the terms and conditions and in the manner set forth in the Indenture including, without limitation, Section 6.1(3) of the Indenture. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued and where the aggregate number of Common Shares to be issued to a Debentureholder would result in a fraction of a Common Share being issuable, the number of Common Shares to be received by such holder shall be rounded down to the nearest whole Common Share and the holder will not receive any consideration in respect of any such fractionShare. Holders converting their Debentures in accordance with the terms of the Indenture will receive accrued and unpaid interest thereon payable in Common Shares. The obligations evidenced by this Debenture, and by all other Debentures now or hereafter certified and delivered under the Indenture, is a direct senior unsecured obligation of the Corporation. Subject , and is subordinated in right of payment, to Section 2.14the extent and in the manner provided in the Indenture, Section 8.1 and Article 9 to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture which contemplate a possible repayment in cashor thereafter created, it incurred, assumed or guaranteed. It is hereby acknowledged confirmed and agreed that (i) each payment hereunder on principal, premium, if any, interest, if any, or (ii) any conversion of this Debenture will only be settled by the payment and delivery of Common Shares and in no event will any cash payment or other property be payable by the Corporation to the holder of this Debenture in connection with, or as a result of, the issuance, conversion or repayment of this Debenture. Subject to Section 2.14, Section 8.1 and Article 9 of the Indenture which contemplates a possible repayment in cash, furthermoreFurthermore, notwithstanding anything to the contrary in the Indenture or the Debentures including, for greater certainty, Section 8.4 of the Indenture, the recourse of the Trustee (on behalf of the Debentureholders) and Debentureholders against the Corporation and the Corporation’s liability under the Indenture and under the Debentures shall be limited solely to the payment and delivery of Common Shares and the Trustee (on behalf of the Debentureholders) and Debentureholders shall not have any right to payment from the Corporation or against any of the Corporation’s property or assets other than Common Shares. For the avoidance of doubt, to the extent that the Trustee (on behalf of the Debentureholders) and Debentureholders receive such number of Common Shares as is equal to the sum of the aggregate principal amount of such Debentures outstanding at such time (or until payment is received by the Trustee) plus all accrued and unpaid interest thereon (subject to Section 7.10) divided by the Conversion Price as of such date, then the Corporation shall have no liability under the Debentures or the Indenture and the Trustee (on behalf of the Debentureholders) and Debentureholders shall have no recourse under the Debentures or the Indenture and the Debentures shall have no force and effect and shall be automatically deemed to be surrendered and cancelled. Notwithstanding the foregoing or anything to the contrary in the Indenture or the Debentures including, for greater certainty, Section 8.6 of the Indenture, in no event (including, for greater certainty, on maturity) shall the Corporation issue, be required to issue or be deemed to have issued a number of Common Shares upon conversion or otherwise pursuant to the Debentures (including, for greater certainty on account of any principal, premium, if any, interest, if any) in excess of 19.99% of the number of Common Shares issued and outstanding as of the date hereof, being 98,929,320 Common Shares, and if and after such number of Common Shares have been issued, the remaining issued and outstanding Debentures shall be automatically deemed to be surrendered and cancelled.

Contracts of the Corporation. The directors of the Corporation, in incurring any debts, liabilities or obligations, or in taking or omitting any other actions for or in connection with the affairs of the Corporation, are and will be conclusively deemed to be, acting for and on behalf of the Corporation, and not in their own personal capacities. None of the directors will be subject to any personal liability for any debts, liabilities, obligations, claims, demands, judgments, costs, charges or expenses (including legal expenses) against or with respect to the Corporation or in respect to the affairs of the Corporation. No property or assets of the directors, owned in their personal capacity or otherwise, will be subject to any levy, execution or other enforcement procedure with regard to any obligations under this Indenture or the Debentures. No recourse may be had or taken, directly or indirectly, against the directors in their personal capacity. The Corporation will be solely liable therefor and resort will be had solely to the property and assets of the Corporation for payment or performance thereof. No holder of Common Shares as such will be subject to any personal liability whatsoever, whether contractually or otherwise, to any party to this Indenture or pursuant to the Debentures in connection with the obligations or the affairs of the Corporation or the acts or omissions of the directors of the Corporation, whether under this Indenture, the Debentures or otherwise, and the other The parties to this Indenture and the holders of the Debentures will look solely to the property and assets of the Corporation for satisfaction of claims of any nature arising out of or in connection therewith herewith and the property and assets of the Corporation only will be subject to levy or execution. The parties have executed this Indenture. CANOPY GROWTH CORPORATION By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer ODYSSEY COMPUTERSHARE TRUST COMPANY OF CANADA By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Director, Corporate Trust By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director, Corporate Trust Schedule A - – Form of Debenture THE SECURITY AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933Certificate of Transfer *** [__________] [__________] [__________] Re: Transfer of Debentures Reference is hereby made to the Indenture, AS AMENDED dated as of [__________], [_____] (THE the “U.S. SECURITIES ACTIndenture”), OR THE LAWS between CANOPY GROWTH CORPORATION, as issuer (the “Corporation”), and COMPUTERSHARE TRUST COMPANY OF ANY STATE OF THE UNITED STATESCANADA, as trustee. THE HOLDER HEREOFCapitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________ (the “Transferor”) owns and proposes to transfer the Debentures or interests in such Debentures specified in Annex A hereto, BY PURCHASING THIS SECURITYin the principal amount of $____________ (the “Transfer”), AGREES FOR THE BENEFIT OF to (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: This certificate and the statements contained herein are made for your benefit and the benefit of the Corporation. [Insert Name of Transferor] By: Name: ● Title: ● Dated: Schedule B– Form of Notice of Conversion CONVERSION NOTICE To: CANOPY GROWTH CORPORATION (THE “CORPORATION”), THAT THIS SECURITY AND THE COMMON SHARES ISSUABLE UPON CONVERSION and COMPUTERSHARE TRUST COMPANY OF THIS SECURITY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE OR BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND THAT CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE OF (C) OR (D) ABOVE, AFTER THE HOLDER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. No. [<>] $[<>] or such lesser amount as indicated CANADA Note: All capitalized terms used herein have the meaning ascribed thereto in the Schedule Indenture mentioned below, unless otherwise indicated. The undersigned registered holder of Conversions, as maintained by the Trustee *** Unsecured Convertible Debentures irrevocably elects to convert such Debentures (or $● principal amount thereof*) in accordance with the terms of the Indenture referred to in such Debentures and tenders herewith the Debentures and directs that the Common Shares of CANOPY GROWTH CORPORATION (A corporation incorporated under the laws of Canada) 0.00% CONVERTIBLE SENIOR UNSECURED DEBENTURE DUE JANUARY 15, 2024 CANOPY GROWTH CORPORATION (the “Corporation”) for value received hereby acknowledges itself obligated and, subject issuable upon a conversion be issued and delivered to the provisions of the Indenture person indicated below. (the “Indenture”) dated as of July 14, 2023 between the Corporation and Odyssey Trust Company (the “Trustee”), promises to deliver to the registered holder hereof on January 15, 2024 (the “Maturity Date”), the principal amount hereof plus premium due hereon (if any) and all accrued and unpaid interest hereon in lawful money of Canada, on presentation and surrender of this Debenture at the main branch of the Trustee in Calgary, Alberta in accordance with the terms of the Indenture; provided that, no cash payment shall be payable by the Corporation to the Debentureholders prior to the Maturity Date, subject to Section 8.1 and Article 9 of the Indenture. Subject to Section 2.14, Section 8.1 and Article 9 of the Indenture which contemplates a possible repayment in cash, any and all amounts payable under the Indenture or this Debenture shall be paid in If Common Shares and for greater certainty, subject to Section 2.14, Section 8.1 and Article 9 of the Indenture, in no event shall any cash payment or any other property of the Corporation be payable by the Corporation to the Debentureholders in connection with, or as a result of, the issuance, conversion or repayment of the Debentures. This Debenture is one of the 0.00% Convertible Senior Unsecured Debentures (referred to herein as the “Debentures”) of the Corporation issued or issuable under the provisions of the Indenture. The Debentures authorized for issue immediately are limited to an aggregate principal amount of $40,380,000 in lawful money of Canada. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Debentures are or are to be issued and held in the name of a person other than the holder, all requisite transfer taxes must be tendered by the undersigned and the rights Form of Assignment must be completed and remedies of the holders of the Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Debenture by acceptance hereof assents. Notwithstanding anything contained herein to the contrary or in the Indenture, no interest or premiums shall be paid on or delivered in respect of such other person). Dated: (Signature of Registered Holder) * If less than the Debentures. The Debentures are issuable only in denominations of $1,000 and integral multiples of $1,000 thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate full principal amount of Debentures the Debentures, indicate in any other authorized denomination or denominations. Any part, being the space provided the principal amount (which must be $1,000 or an integral multiple of $1,000 multiples thereof, of the principal of this Debenture, provided that the principal amount of this Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Debenture at the principal office of the Trustee in Calgary, Alberta, at any time prior to the close of business on the Maturity Date, into ). NOTE: If Common Shares at the Conversion Price, all subject to the terms and conditions and in the manner set forth in the Indenture including, without limitation, Section 6.1(3) of the Indenture. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued and where the aggregate number of Common Shares are to be issued to a Debentureholder would result in a fraction the name of a Common Share being issuableperson other than the holder, the number signature must be guaranteed by a chartered bank, a trust company or by a member of an acceptable Medallion Guarantee Program. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”. (Print name in which Common Shares are to be received by such holder shall be rounded down to the nearest whole Common Share issued, delivered and the holder will not receive any consideration in respect registered) Name: Address (City, Province and Postal Code) Name of any such fraction. Holders converting their Debentures in accordance with the terms of the Indenture will receive accrued and unpaid interest thereon payable in Common Shares. The obligations evidenced by this Debenture, and by all other Debentures now or hereafter certified and delivered under the Indenture, is a direct senior unsecured obligation of the Corporation. Subject to Section 2.14, Section 8.1 and Article 9 of the Indenture which contemplate a possible repayment in cash, it is hereby acknowledged confirmed and agreed that (i) each payment hereunder on principal, premium, if any, interest, if any, or (ii) any conversion of this Debenture will only be settled by the payment and delivery of Common Shares and in no event will any cash payment or other property be payable by the Corporation to the holder of this Debenture in connection with, or as a result of, the issuance, conversion or repayment of this Debenture. Subject to Section 2.14, Section 8.1 and Article 9 of the Indenture which contemplates a possible repayment in cash, furthermore, notwithstanding anything to the contrary in the Indenture or the Debentures including, for greater certainty, Section 8.4 of the Indenture, the recourse of the Trustee (on behalf of the Debentureholders) and Debentureholders against the Corporation and the Corporation’s liability under the Indenture and under the Debentures shall be limited solely to the payment and delivery of Common Shares and the Trustee (on behalf of the Debentureholders) and Debentureholders shall not have any right to payment from the Corporation or against any of the Corporation’s property or assets other than Common Shares. For the avoidance of doubt, to the extent that the Trustee (on behalf of the Debentureholders) and Debentureholders receive such number of Common Shares as is equal to the sum of the aggregate principal amount of such Debentures outstanding at such time (or until payment is received by the Trustee) plus all accrued and unpaid interest thereon (subject to Section 7.10) divided by the Conversion Price as of such date, then the Corporation shall have no liability under the Debentures or the Indenture and the Trustee (on behalf of the Debentureholders) and Debentureholders shall have no recourse under the Debentures or the Indenture and the Debentures shall have no force and effect and shall be automatically deemed to be surrendered and cancelled.guarantor: Authorized signature:

Contracts of the Corporation. The directors of the Corporation, in incurring any debts, liabilities or obligations, or in taking or omitting any other actions for or in connection with the affairs of the Corporation, are and will be conclusively deemed to be, acting for and on behalf of the Corporation, and not in their own personal capacities. None of the directors will be subject to any personal liability for any debts, liabilities, obligations, claims, demands, judgments, costs, charges or expenses (including legal expenses) against or with respect to the Corporation or in respect to the affairs of the Corporation. No property or assets of the directors, owned in their personal capacity or otherwise, will be subject to any levy, execution or other enforcement procedure with regard to any obligations under this Indenture or the Debentures. No recourse may be had or taken, directly or indirectly, against the directors in their personal capacity. The Corporation will be solely liable therefor and resort will be had solely to the property and assets of the Corporation for payment or performance thereof. No holder of Common Shares as such will be subject to any personal liability whatsoever, whether contractually or otherwise, to any party to this Indenture or pursuant to the Debentures in connection with the obligations or the affairs of the Corporation or the acts or omissions of the directors of the Corporation, whether under this Indenture, the Debentures or otherwise, and the other parties to this Indenture and the holders of the Debentures will look solely to the property and assets of the Corporation for satisfaction of claims of any nature arising out of or in connection therewith and the property and assets of the Corporation only will be subject to levy or execution. 72 INDENTURE The parties have executed this Indenture. CANOPY GROWTH CORPORATION By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Chief Financial Officer ODYSSEY COMPUTERSHARE TRUST COMPANY OF CANADA By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Director, Corporate Trust By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director, Corporate Trust 73 INDENTURE Schedule A - – Form of Debenture THE SECURITY AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF CANOPY GROWTH CORPORATION (THE “CORPORATION”), THAT THIS SECURITY AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE OR BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND THAT CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS, AND, IN THE CASE OF (C) OR (D) ABOVE, AFTER THE HOLDER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. No. [<>●] $[<>●] or such lesser amount as indicated in the Schedule of Conversions, as maintained by the Trustee in accordance with the terms of the Indenture CANOPY GROWTH CORPORATION (A corporation incorporated under the laws of Canada) 0.005.00% CONVERTIBLE SENIOR UNSECURED DEBENTURE DUE JANUARY 15FEBRUARY 28, 2024 2028 CANOPY GROWTH CORPORATION (the “Corporation”) for value received hereby acknowledges itself obligated and, subject to the provisions of the Indenture (the “Indenture”) dated as of July 14February 21, 2023 between the Corporation and Odyssey Computershare Trust Company of Canada (the “Trustee”), promises to deliver to the registered holder hereof on January 15February 28, 2024 2028 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”), ) such number of Common Shares as is equal to the principal amount hereof plus premium due hereon divided by a dollar amount equal to 92.5% of the VWAP of the Common Shares on the Exchange during the three consecutive Trading Days ending on the Business Day immediately prior to the Date of Conversion (if anythe “Conversion Price”) and all accrued and unpaid interest hereon in lawful money of Canada, on presentation and surrender of this Debenture at the main branch of the Trustee in CalgaryVancouver, Alberta British Columbia in accordance with the terms of the Indenture and to deliver Common Shares based upon the Conversion Price in satisfaction of any interest on the principal amount hereof in accordance with the terms of the Indenture; provided that, no cash payment shall be payable by the Corporation to the Debentureholders prior to the Maturity Date, subject to Section 8.1 and Article 9 of the Indenture. Subject to Section 2.14, Section 8.1 and Article 9 of the Indenture which contemplates a possible repayment in cash, any Any and all amounts payable under the Indenture or this Debenture shall be paid in Common Shares and for greater certainty, subject to Section 2.14, Section 8.1 and Article 9 of the Indenture, in no event shall any cash payment or any other property of the Corporation be payable by the Corporation to the Debentureholders in connection with, or as a result of, the issuance, conversion or repayment of the Debentures. This Debenture is one of the 0.005.00% Convertible Senior Unsecured Debentures (referred to herein as the “Debentures”) of the Corporation issued or issuable under the provisions of the Indenture. The Debentures authorized for issue immediately are limited to an aggregate principal amount of $40,380,000 150,000,000 in lawful money of Canadathe United States. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Debentures are or are to be issued and held and the rights and remedies of the holders of the Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Debenture by acceptance hereof assents. Notwithstanding anything contained herein to the contrary or in the Indenture, no interest or premiums shall be paid on or in respect of the Debentures. The Debentures are issuable only in denominations of $1,000 and integral multiples of $1,000 thereof. Upon compliance with the provisions of the Indenture, Debentures of any denomination may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations. Any part, being $1,000 or an integral multiple of $1,000 thereof, of the principal of this Debenture, provided that the principal amount of this Debenture is in a denomination in excess of $1,000, is convertible, at the option of the holder hereof, upon surrender of this Debenture at the principal office of the Trustee in CalgaryVancouver, AlbertaBritish Columbia, at any time prior to the close of business on the Maturity DateDate or, if called for conversion pursuant to a Change of Control (as defined in the Indenture) on the Business Day immediately prior to the payment date, into Common Shares at the Conversion Price, all subject to the terms and conditions and in the manner set forth in the Indenture including, without limitation, Section 6.1(3) of the Indenture. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Common Shares will be issued and where the aggregate number of Common Shares to be issued to a Debentureholder would result in a fraction of a Common Share being issuable, the number of Common Shares to be received by such holder shall be rounded down to the nearest whole Common Share and the holder will not receive any consideration in respect of any such fractionShare. Holders converting their Debentures in accordance with the terms of the Indenture will receive accrued and unpaid interest thereon payable in Common Shares. The obligations evidenced by this Debenture, and by all other Debentures now or hereafter certified and delivered under the Indenture, is a direct senior unsecured obligation of the Corporation. Subject , and is subordinated in right of payment, to Section 2.14the extent and in the manner provided in the Indenture, Section 8.1 and Article 9 to the prior payment in full of all Secured Indebtedness, whether outstanding at the date of the Indenture which contemplate a possible repayment in cashor thereafter created, it incurred, assumed or guaranteed. It is hereby acknowledged confirmed and agreed that (i) each payment hereunder on principal, premium, if any, interest, if any, or (ii) any conversion of this Debenture will only be settled by the payment and delivery of Common Shares and in no event will any cash payment or other property be payable by the Corporation to the holder of this Debenture in connection with, or as a result of, the issuance, conversion or repayment of this Debenture. Subject to Section 2.14, Section 8.1 and Article 9 of the Indenture which contemplates a possible repayment in cash, furthermoreFurthermore, notwithstanding anything to the contrary in the Indenture or the Debentures including, for greater certainty, Section 8.4 of the Indenture, the recourse of the Trustee (on behalf of the Debentureholders) and Debentureholders against the Corporation and the Corporation’s liability under the Indenture and under the Debentures shall be limited solely to the payment and delivery of Common Shares and the Trustee (on behalf of the Debentureholders) and Debentureholders shall not have any right to payment from the Corporation or against any of the Corporation’s property or assets other than Common Shares. For the avoidance of doubt, to the extent that the Trustee (on behalf of the Debentureholders) and Debentureholders receive such number of Common Shares as is equal to the sum of the aggregate principal amount of such Debentures outstanding at such time (or until payment is received by the Trustee) plus all accrued and unpaid interest thereon (subject to Section 7.10) divided by the Conversion Price as of such date, then the Corporation shall have no liability under the Debentures or the Indenture and the Trustee (on behalf of the Debentureholders) and Debentureholders shall have no recourse under the Debentures or the Indenture and the Debentures shall have no force and effect and shall be automatically deemed to be surrendered and cancelled. Notwithstanding the foregoing or anything to the contrary in the Indenture or the Debentures including, for greater certainty, Section 8.6 of the Indenture, in no event (including, for greater certainty, on maturity) shall the Corporation issue, be required to issue or be deemed to have issued a number of Common Shares upon conversion or otherwise pursuant to the Debentures (including, for greater certainty on account of any principal, premium, if any, interest, if any) in excess of 19.99% of the number of Common Shares issued and outstanding as of the date hereof, being 98,929,320 Common Shares, and if and after such number of Common Shares have been issued, the remaining issued and outstanding Debentures shall be automatically deemed to be surrendered and cancelled.