CANOPY GROWTH CORPORATION, GLAS TRUST COMPANY LLC as U.S. Trustee and COMPUTERSHARE TRUST COMPANY OF CANADA, as Canadian Trustee INDENTURE Dated as of June 20, 2018 4.25% Convertible Senior Notes due 2023Canopy Growth Corp • November 2nd, 2018 • Medicinal chemicals & botanical products • New York
INDENTURE dated as of June 20, 2018 among CANOPY GROWTH CORPORATION, a corporation organized and existing under the Canada Business Corporations Act, as issuer (the “Company,” as more fully set forth in Section 1.01), GLAS TRUST COMPANY LLC, as United States trustee (the “U.S. Trustee”, as more fully set forth in Section 1.01) and COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company duly existing under the laws of Canada, as Canadian trustee (the “Canadian Trustee”, as more fully set forth in Section 1.01).
FIRST AMENDMENT TO ARRANGEMENT AGREEMENTArrangement Agreement • June 1st, 2020 • Canopy Growth Corp • Medicinal chemicals & botanical products
THEREFORE, in consideration of the mutual covenants contained herein (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • January 19th, 2024 • Canopy Growth Corp • Medicinal chemicals & botanical products • Ontario
WHEREAS the Company has agreed to issue to the Investor [•] units (each, a “Unit”) of the Company at a price of US$4.29 per Unit in connection with an offering for aggregate gross proceeds of US$[•] (the “Offering”), with each Unit consisting of (a) one common share of the Company (each, a “Unit Share”) and (b) in accordance with the terms hereof, (i) one Series A common share purchase warrant (each, a “Series A Warrant”) or (ii) one Series B common share purchase warrant (each, a “Series B Warrant” and, together with the Series A Warrants, the “Warrants”);
CANOPY GROWTH CORPORATION and ACREAGE HOLDINGS, INC.Arrangement Agreement • June 1st, 2020 • Canopy Growth Corp • Medicinal chemicals & botanical products • British Columbia
SECOND AMENDED AND RESTATED Protection Agreement CANOPY USA, LLC - and - 11065220 CANADA INC. - and - CANOPY GROWTH CORPORATIONProtection Agreement • February 9th, 2024 • Canopy Growth Corp • Medicinal chemicals & botanical products • Delaware
SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT dated April 18, 2019 between CBG HOLDINGS LLC and GREENSTAR CANADA INVESTMENT LIMITED PARTNERSHIP and CANOPY GROWTH CORPORATIONInvestor Rights Agreement • June 1st, 2020 • Canopy Growth Corp • Medicinal chemicals & botanical products • Ontario
THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated April 18, 2019 (this “Agreement”), is made by and between CBG Holdings LLC, a limited liability company existing under the Laws of the State of Delaware (“CBG”), Greenstar Canada Investment Limited Partnership (“GCILP”), a limited partnership existing under the laws of the Province of British Columbia and Canopy Growth Corporation, a corporation existing under the federal Laws of Canada (the “Company”).
INDENTURE Made as of July 14, 2023 Between CANOPY GROWTH CORPORATION (the “Corporation”) and ODYSSEY TRUST COMPANY (the “Trustee”)Indenture • July 14th, 2023 • Canopy Growth Corp • Medicinal chemicals & botanical products • Ontario
The Corporation wishes to create and issue the Debentures (as herein defined) in the manner and subject to the terms and conditions of this Indenture; and
SECOND AMENDMENT TO ARRANGEMENT AGREEMENT THIS AMENDMENT is made as of September 23, 2020Arrangement Agreement • September 23rd, 2020 • Canopy Growth Corp • Medicinal chemicals & botanical products • British Columbia
WHEREAS the Purchaser and the Company are parties to an arrangement agreement dated April 18, 2019, as amended on May 15, 2019 (the “Arrangement Agreement”);
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE AGREEMENT BECAUSE SUCH INFORMATION (I) IS CONSIDERED NOT MATERIAL TO INVESTORS AND (II) IS INFORMATION THAT THE REGISTRANT, CANOPY GROWTH CORPORATION., TYPICALLY TREATS AS PRIVATE OR CONFIDENTIAL IN THE...Credit Agreement • July 14th, 2023 • Canopy Growth Corp • Medicinal chemicals & botanical products • New York
CREDIT AGREEMENT, dated as of March 18, 2021 (this “Agreement”), among CANOPY GROWTH CORPORATION, a corporation incorporated under the federal laws of Canada (the “Parent Borrower”), 11065220 Canada Inc., a corporation incorporated under the federal laws of Canada (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers” and each, a “Borrower”), the LENDERS party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and Collateral Agent (as defined below) for the Secured Parties (as defined below).
SUBSCRIPTION AGREEMENT dated August 14, 2018 between CBG HOLDINGS LLC and CANOPY GROWTH CORPORATIONSubscription Agreement • June 1st, 2020 • Canopy Growth Corp • Medicinal chemicals & botanical products • Ontario
THIS SUBSCRIPTION AGREEMENT, dated August 14, 2018 (this “Agreement”), is made by and between CBG Holdings LLC, a limited liability company existing under the Laws of the State of Delaware (the “Purchaser”) and Canopy Growth Corporation, a corporation existing under the federal Laws of Canada (the “Company”).
Director and Officer Indemnification AgreementDirector and Officer Indemnification Agreement • May 31st, 2022 • Canopy Growth Corp • Medicinal chemicals & botanical products • Ontario
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made as of this ____ day of __________, between Canopy Growth Corporation (the "Corporation"), a corporation incorporated under the laws of Canada (the "Act") and _____________ (the "Indemnified Party").
CONSENT AGREEMENT Dated April 18, 2019 between CBG HOLDINGS LLC and CANOPY GROWTH CORPORATIONConsent Agreement • June 1st, 2020 • Canopy Growth Corp • Medicinal chemicals & botanical products • Ontario
THIS CONSENT AGREEMENT, dated April 18, 2019 (this “Agreement”), is made by and between CBG Holdings LLC, a limited liability company existing under the laws of the State of Delaware (“CBG”) and Canopy Growth Corporation, a corporation existing under the federal laws of Canada (the “Company”).
RESTRICTED STOCK UNIT GRANT AGREEMENT (U.S. EMPLOYEES) (FOR SETTLEMENT IN COMMON SHARES ONLY)Restricted Stock Unit Grant Agreement • November 9th, 2023 • Canopy Growth Corp • Medicinal chemicals & botanical products
OPTION GRANT AGREEMENT (U.S. AND CANADIAN EMPLOYEES)Option Grant Agreement • November 9th, 2023 • Canopy Growth Corp • Medicinal chemicals & botanical products
This letter agreement shall constitute an “Award Agreement” as defined under the Plan. Other than as set out herein, the Options shall be subject in all respects to the terms and conditions of the Plan, a copy of which you have received, and which is available to you via Shareworks. We encourage you to review the Plan in detail.
CANOPY USA, LLC and CANOPY GROWTH CORPORATION and ACREAGE HOLDINGS, INC. ARRANGEMENT AGREEMENT October 24, 2022Arrangement Agreement • October 27th, 2022 • Canopy Growth Corp • Medicinal chemicals & botanical products • British Columbia
WHEREAS, in connection with an arrangement agreement between the Purchaser, Canopy and Acreage Holdings, Inc. (the “Company”) dated as of the date hereof (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Arrangement Agreement”), the Purchaser proposes to, among other things, acquire all of the terms Class D subordinate voting shares of the Company (the “Company Floating Shares”);
SUBSCRIPTION AGREEMENT dated October 27, 2017 between GREENSTAR CANADA INVESTMENT LIMITED PARTNERSHIP and CANOPY GROWTH CORPORATIONSubscription Agreement • June 1st, 2020 • Canopy Growth Corp • Medicinal chemicals & botanical products • Ontario
THIS SUBSCRIPTION AGREEMENT, dated October 27, 2017 (this “Agreement”), is made by and between Greenstar Canada Investment Limited Partnership, a limited partnership existing under the Laws of the Province of British Columbia (the “Purchaser”) and Canopy Growth Corporation, a corporation existing under the federal Laws of Canada (the “Company”).
ARRANGEMENT AGREEMENT CANOPY GROWTH CORPORATION - and - THE TWEED TREE LOT INC. - and - CANOPY RIVERS INC. - and - CANOPY RIVERS CORPORATION DECEMBER 21, 2020Arrangement Agreement • December 28th, 2020 • Canopy Growth Corp • Medicinal chemicals & botanical products • Ontario
AND WHEREAS by virtue of its ownership of the Multiple Voting Shares, Canopy Growth controls the Company and the Company is a subsidiary of Canopy Growth;
CANOPY GROWTH CORPORATION and ACREAGE HOLDINGS, INC. PROPOSAL AGREEMENT June 24, 2020Credit Agreement • June 30th, 2020 • Canopy Growth Corp • Medicinal chemicals & botanical products • British Columbia
AMENDMENT to: Executive Employment AgreementExecutive Employment Agreement • June 14th, 2021 • Canopy Growth Corp • Medicinal chemicals & botanical products
WHEREAS the Parties are parties to an Executive Employment Agreement made December 12, 2019, and as previously amended (the “Employment Agreement”);
EXECUTIVE EMPLOYMENT AGREEMENTConfidential Information Agreement • June 1st, 2020 • Canopy Growth Corp • Medicinal chemicals & botanical products • Ontario
The Company and the Employee wish to enter into this agreement, which includes the enclosed Intellectual Property and Confidentiality Agreement, (hereinafter collectively referred to as the “Agreement”) to set forth the rights and obligations of each of them with respect to the Employee’s employment with the Company;
PERFORMANCE STOCK UNIT GRANT AGREEMENT (U.S. EMPLOYEES)Performance Stock Unit Grant Agreement • August 6th, 2021 • Canopy Growth Corp • Medicinal chemicals & botanical products
SIXTH AMENDMENT TO ARRANGEMENT AGREEMENTArrangement Agreement • April 1st, 2024 • Canopy Growth Corp • Medicinal chemicals & botanical products
THEREFORE, in consideration of the mutual covenants contained herein (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:
ContractAgreement of Purchase and Sale • November 9th, 2023 • Canopy Growth Corp • Medicinal chemicals & botanical products • Ontario
*** Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit. ***
RESTRICTED STOCK UNIT GRANT AGREEMENT (U.S. EMPLOYEES) (FOR SETTLEMENT IN COMMON SHARES ONLY)Restricted Stock Unit Grant Agreement • June 14th, 2021 • Canopy Growth Corp • Medicinal chemicals & botanical products
CANOPY GROWTH CORPORATION Redemption Agreement July 13, 2023Redemption Agreement • July 14th, 2023 • Canopy Growth Corp • Medicinal chemicals & botanical products • New York
AMENDMENT to: Executive Employment AgreementExecutive Employment Agreement • June 14th, 2021 • Canopy Growth Corp • Medicinal chemicals & botanical products
AND WHEREAS the Company wishes to amend its long-term incentive plan so as to streamline its offerings and better align executive incentives with company performance;
RE:Executive Employment AgreementConfidential Information Agreement • June 1st, 2020 • Canopy Growth Corp • Medicinal chemicals & botanical products • Ontario
We are pleased to make an offer of full-time employment to you pursuant to the terms and conditions contained within this employment agreement (the “Agreement”). Your initial position will be Chief Legal Officer reporting to the President of Tweed Inc. (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 18th, 2023 • Canopy Growth Corp • Medicinal chemicals & botanical products • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September [_], 2023, between Canopy Growth Corporation, a corporation governed by the federal laws of Canada (the “Company”), and each of the several investors signatory hereto (each such investor, an “Investor” and, collectively, the “Investors”).
RE: Employment AgreementConfidential Information Agreement • April 4th, 2022 • Canopy Growth Corp • Medicinal chemicals & botanical products • New York
Canopy Growth USA, LLC, (the “Company”) a wholly owned subsidiary of Canopy Growth Corp. (“Canopy”), appreciates your prior efforts as Interim Chief Financial Officer, and is pleased to now make an offer to you of full-time employment as Chief Financial Officer pursuant to the terms and conditions contained within this employment agreement (the “Agreement”). This Agreement replaces your prior employment agreement with the Company in its entirety.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Canopy USA, LLC (A Delaware Limited Liability Company) Effective as of May 19, 2023Limited Liability Company Agreement • May 22nd, 2023 • Canopy Growth Corp • Medicinal chemicals & botanical products • Delaware
This Amended and Restated Limited Liability Company Agreement of Canopy USA, LLC, a Delaware limited liability company (the “Company”), is entered into as of May 19, 2023 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.
CREDIT AGREEMENT dated as of March 18, 2021, among CANOPY GROWTH CORPORATION, as Parent Borrower, 11065220 CANADA INC., as Co-Borrower, THE LENDERS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral AgentPledge and Security Agreement • March 18th, 2021 • Canopy Growth Corp • Medicinal chemicals & botanical products • New York
CREDIT AGREEMENT, dated as of March 18, 2021 (this “Agreement”), among CANOPY GROWTH CORPORATION, a corporation incorporated under the federal laws of Canada (the “Parent Borrower”), 11065220 Canada Inc., a corporation incorporated under the federal laws of Canada (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers” and each, a “Borrower”), the LENDERS party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and Collateral Agent (as defined below) for the Secured Parties (as defined below).
December 12, 2019 Rade Kovacevic Via E-mail RE:Employment Agreement Dear Rade:Confidential Information Agreement • June 1st, 2020 • Canopy Growth Corp • Medicinal chemicals & botanical products • Ontario
We are pleased to offer you pursuant to the terms and conditions contained within this employment agreement (the “Agreement”) the continuing position of President of Canopy Growth Corporation (the “Company”), reporting to the Chief Executive Officer, once appointed, and in the interim serving at the pleasure of the Board of Directors (the “Board”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2024 • Canopy Growth Corp • Medicinal chemicals & botanical products • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 19, 2024, between Canopy Growth Corporation, a corporation governed by the federal laws of Canada (the “Company”), and each of the several investors signatory hereto (each such investor, an “Investor” and, collectively, the “Investors”).
CANOPY GROWTH CORPORATION Exchange Agreement June 29, 2023Exchange Agreement • July 3rd, 2023 • Canopy Growth Corp • Medicinal chemicals & botanical products • New York
Under U.S. federal income tax law, an Exchanging Investor who exchanges Existing Notes for the Exchange Consideration generally must provide such Exchanging Investor’s correct taxpayer identification number (“TIN”) on IRS Form W-9 (attached hereto) or otherwise establish a basis for exemption from backup withholding. A TIN is generally an individual holder’s social security number or an Exchanging Investor’s employer identification number. If the correct TIN is not provided, the Exchanging Investor may be subject to a $50 penalty imposed by the IRS. In addition, certain payments made to holders may be subject to U.S. backup withholding tax (currently set at 24% of the payment). If an Exchanging Investor is required to provide a TIN but does not have the TIN, the Exchanging Investor should consult its tax advisor regarding how to obtain a TIN. Certain holders are not subject to these backup withholding and reporting requirements. Non-U.S. Holders generally may establish their status as
CONSENT AGREEMENT dated June 24, 2020 between CBG HOLDINGS LLC and CANOPY GROWTH CORPORATIONConsent Agreement • June 30th, 2020 • Canopy Growth Corp • Medicinal chemicals & botanical products • Ontario
THIS CONSENT AGREEMENT, dated June 24, 2020 (this “Agreement”), is made by and between CBG Holdings LLC, a limited liability company existing under the laws of the State of Delaware (“CBG”) and Canopy Growth Corporation, a corporation existing under the federal laws of Canada (the “Company”).
