REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 6th, 2024 • Canopy Growth Corp • Medicinal chemicals & botanical products • New York
Under the terms of the warrants, a Selling Securityholder may not exercise the warrants to the extent such exercise would cause such Selling Securityholder, together with its affiliates and attribution parties, to beneficially own a number of Common Shares which would exceed 4.99% (the “Maximum Percentage”) of our then outstanding Common Shares following such exercise, excluding for purposes of such determination Common Shares issuable upon exercise of such warrants which have not been exercised. The number of Shares in the second and fourth columns do not reflect this limitation. The Selling Securityholders may sell all, some or none of their Shares in this offering. See “Plan of Distribution.”
Canopy Growth Corporation Exchange and Subscription Agreement May 2, 2024Exchange and Subscription Agreement • May 6th, 2024 • Canopy Growth Corp • Medicinal chemicals & botanical products • Ontario
EXCHANGE AND SUBSCRIPTION AGREEMENT, dated as of May 2, 2024, between CANOPY GROWTH CORPORATION, a corporation organized and existing under the Canada Business Corporations Act (the “Company”), and the undersigned investor (the “Investor”), on its own behalf and on behalf of each of the beneficial owners listed on Exhibit A hereto (each, an “Account”) for whom the Investor holds contractual and investment authority (each Account, including the Investor if it is exchanging Existing Notes in the Transaction (each, as defined below) on its own behalf, an “Exchanging Investor”). If there is only one Account or Exchanging Investor, then each reference thereto in this Agreement will be deemed to refer to such Account or Exchanging Investor, as applicable, in the singular, mutatis mutandis.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Canopy USA, LLC (A Delaware Limited Liability Company) Effective as of April 30, 2024Limited Liability Company Agreement • May 6th, 2024 • Canopy Growth Corp • Medicinal chemicals & botanical products • Delaware
This Second Amended and Restated Limited Liability Company Agreement of Canopy USA, LLC, a Delaware limited liability company (the “Company”), is entered into as of April 30, 2024 by and among the Company, the Members executing this Agreement as of the date hereof (collectively, the “Initial Members”), and each other Person who after the date hereof becomes a Member of the Company and becomes a party to this Agreement by executing a Joinder Agreement.
