0001193125-23-043517 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 21st, 2023 • Canopy Growth Corp • Medicinal chemicals & botanical products • Ontario

WHEREAS the Company has agreed to issue to the Investor, and the Investor has agreed to purchase from the Company, senior unsecured convertible debentures (the “Convertible Debentures”) in the principal amount of up to US$150,000,000 with an initial US$100,000,000 (the “Initial Subscription Amount”) payable on the Initial Closing Date (as defined below) and an additional US$50,000,000 (the “Second Subscription Amount”) payable on the Second Closing Date (as defined below) in the event certain conditions set forth in Section 2.1(b) are satisfied;

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INDENTURE Made as of February 21, 2023 Between CANOPY GROWTH CORPORATION (the “Corporation”) and COMPUTERSHARE TRUST COMPANY OF CANADA (the “Trustee”)
Indenture • February 21st, 2023 • Canopy Growth Corp • Medicinal chemicals & botanical products • Ontario

This Cross Reference Sheet shows the location in the Indenture of the provisions inserted pursuant to Sections 310-318(a), inclusive of the Trust Indenture Act of 1939.

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